Loan and Security Agreement



 Exhibit 10.19 
  
 LOAN AND SECURITY AGREEMENT 
 between 
 HURON CONSULTING GROUP LLC 
 and 
 LASALLE BANK NATIONAL ASSOCIATION 
  
 Dated January 31, 2003 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	1. DEFINITIONS	  	1
	    1.1	  	Defined Terms	  	1
	    1.2	  	Accounting Terms	  	8
	    1.3	  	Other Terms Defined in UCC	  	9
	    1.4	  	Other Definitional Provisions; Construction	  	9
		
	2. LOANS	  	9
	    2.1	  	Revolving Loans	  	9
	    2.2	  	Additional LIBOR Loan Provisions	  	11
	    2.3	  	Interest and Fee Computation; Collection of Funds	  	12
	    2.4	  	Letters of Credit	  	12
		
	3. CONDITIONS OF EFFECTIVENESS AND BORROWING	  	13
	    3.1	  	Effectiveness	  	13
	    3.2	  	Loan Documents	  	13
	    3.3	  	Conditions to Funding	  	13
	    3.4	  	Administrative Fee	  	13
		
	4. NOTE EVIDENCING LOANS	  	14
	    4.1	  	Revolving Note	  	14
		
	5. MANNER OF BORROWING	  	14
		
	6. SECURITY FOR THE OBLIGATIONS	  	15
	    6.1	  	Security for Obligations	  	15
	    6.2	  	Lockbox Agreement	  	16
	    6.3	  	Possession and Transfer of Collateral	  	17
	    6.4	  	Financing Statements	  	17
	    6.5	  	Additional Collateral	  	18
	    6.6	  	Preservation of the Collateral	  	18
	    6.7	  	Other Actions as to any and all Collateral	  	18
	    6.8	  	Collateral in the Possession of a Warehouseman or Bailee	  	19
	    6.9	  	Letter-of-Credit Rights	  	19
	    6.10	  	Commercial Tort Claims	  	19
	    6.11	  	Electronic Chattel Paper and Transferable Records	  	19
		
	7. REPRESENTATIONS AND WARRANTIES	  	20
	    7.1	  	Borrower Organization and Name	  	20
	    7.2	  	Authorization; Validity	  	20
	    7.3	  	Compliance With Laws	  	20
	    7.4	  	Environmental Laws and Hazardous Substances	  	21
	    7.5	  	Absence of Breach	  	21
	    7.6	  	Collateral Representations	  	21
	    7.7	  	Financial Statements	  	21

  

 i 









					
	    7.8	  	 Litigation and Taxes
	  	21
	    7.9	  	 Event of Default
	  	22
	    7.10	  	 ERISA Obligations
	  	22
	    7.11	  	 Lending Relationship
	  	22
	    7.12	  	 Business Loan
	  	22
	    7.13	  	 Compliance with Regulation U
	  	22
	    7.14	  	 Governmental Regulation
	  	22
	    7.15	  	 Bank Accounts
	  	23
	    7.16	  	 Place of Business
	  	23
	    7.17	  	 Complete Information
	  	23
		
	8. NEGATIVE COVENANTS	  	23
	    8.1	  	 Indebtedness
	  	23
	    8.2	  	 Encumbrances
	  	24
	    8.3	  	 Investments
	  	24
	    8.4	  	 Transfer; Merger
	  	25
	    8.5	  	 Issuance of Membership Interests
	  	25
	    8.6	  	 Distributions
	  	25
	    8.7	  	 Use of Proceeds
	  	26
	    8.8	  	 Bank Accounts
	  	26
	    8.9	  	 Change of Legal Status or Location
	  	26
	    8.10	  	 Compensation
	  	26
	    8.11	  	 Collateral
	  	26
		
	9. AFFIRMATIVE COVENANTS	  	26
	    9.1	  	 Compliance with Bank Regulatory Requirements
	  	26
	    9.2	  	 Borrower Existence
	  	27
	    9.3	  	 Maintain Property
	  	27
	    9.4	  	 Maintain Insurance
	  	27
	    9.5	  	 Tax Liabilities
	  	28
	    9.6	  	 ERISA Liabilities; Employee Plans
	  	28
	    9.7	  	 Financial Statements
	  	28
	    9.8	  	 Supplemental Financial Statements
	  	29
	    9.9	  	 Borrowing Base Certificate
	  	29
	    9.10	  	 Budget
	  	29
	    9.11	  	 Aged Accounts Schedule
	  	30
	    9.12	  	 Field Audits
	  	30
	    9.13	  	 Other Reports
	  	30
	    9.14	  	 Collateral Records
	  	30
	      9.15	  	 Notice of Proceedings
	  	30
	    9.16	  	 Notice of Default
	  	30
	    9.17	  	 Banking Relationship
	  	30
	    9.18	  	 Environmental Matters
	  	30
		
	10. FINANCIAL COVENANTS	  	31
	    10.1	  	 Capital
	  	31
	    10.2	  	 Capital Expenditures
	  	31

  

 ii 









					
		
	11. EVENTS OF DEFAULT	  	31
	    11.1	  	 Nonpayment of Obligations
	  	31
	    11.2	  	 Misrepresentation
	  	31
	    11.3	  	 Nonperformance
	  	31
	    11.4	  	 Default under Other Agreements
	  	31
	    11.5	  	 Assignment for Creditors
	  	32
	    11.6	  	 Bankruptcy
	  	32
	    11.7	  	 Judgments
	  	32
	    11.8	  	 Change in Control
	  	32
	    11.9	  	 Collateral Impairment
	  	32
	    11.10	  	 Material Adverse Event
	  	32
	    11.11	  	 Material Adverse Change
	  	32
		
	12. REMEDIES	  	32
	    12.1	  	 Possession and Assembly of Collateral
	  	33
	    12.2	  	 Sale of Collateral
	  	33
	    12.3	  	 Standards for Exercising Remedies
	  	33
	    12.4	  	 UCC and Offset Rights
	  	34
	    12.5	  	 Additional Remedies
	  	34
	    12.6	  	 Attorney-in-Fact
	  	36
	    12.7	  	 No Marshaling
	  	36
	    12.8	  	 Application of Proceeds
	  	36
	    12.9	  	 No Waiver
	  	37
		
	13. MISCELLANEOUS	  	37
	    13.1	  	 Obligations Absolute
	  	37
	    13.2	  	 Entire Agreement
	  	37
	    13.3	  	 Amendments; Waivers
	  	38
	    13.4	  	 Waiver of Jury Trial
	  	38
	    13.5	  	 Litigation
	  	38
	    13.6	  	 Assignability
	  	38
	    13.7	  	 Confidentiality
	  	39
	    13.8	  	 Binding Effect
	  	39
	    13.9	  	 Governing Law
	  	39
	    13.10	  	 Enforceability
	  	39
	    13.11	  	 Survival of Borrower Representations
	  	39
	    13.12	  	 Extensions of Facility and Note
	  	39
	    13.13	  	 Time of Essence
	  	40
	    13.14	  	 Counterparts
	  	40
	    13.15	  	 Facsimile Signatures
	  	40
	    13.16	  	 Notices
	  	40
	    13.17	  	 Indemnification
	  	41
	    Signature Page	  	42

  

 iii 








 LOAN AND SECURITY AGREEMENT 
  
 This LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of January 31, 2003, is executed by and between HURON
CONSULTING GROUP LLC, a Delaware limited liability company (the “Borrower”), whose address is 550 W. Van Buren Street, Chicago, Illinois 60607, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”),
whose address is 135 South LaSalle Street, Chicago, Illinois 60603. 
  
 In consideration of the mutual agreements hereinafter set forth, the Borrower and the Bank hereby agree as follows: 
  
 1. DEFINITIONS. 
  
 1.1 Defined Terms. For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set
forth below. 
  
 “Bankruptcy
Code” shall mean the United States Bankruptcy Code, as now existing or hereafter amended. 
  
 “Borrowing Base Amount” shall mean the lesser of (i) an amount equal to seventy-five (75%) of the net amount of the
Eligible Accounts, or (ii) Five Million and 00/100 Dollars ($5,000,000.00). 
  
 “Borrowing Base Certificate” shall have the meaning set forth in Section 3.1 hereof. 
  
 “Business Day” shall mean any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or
required to be closed for the conduct of commercial banking business in Chicago, Illinois. 
  
 “Capital Expenditures” shall mean expenditures (including Capital Lease obligations which should be capitalized under
GAAP) for the acquisition of fixed assets which are required to be capitalized under GAAP. 
  
 “Capital Lease” shall mean, as to any Person, a lease of any interest in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible, by such Person as lessee that is, or should be, in accordance with Financial Accounting Standards Board Statement No. 13, as amended from time to time, or, if such Statement is not then in effect, such
statement of GAAP as may be applicable, recorded as a “capital lease” on the balance sheet of the Borrower prepared in accordance with GAAP. 
  
 “Change in Control” shall have the meaning set forth in Section 11 hereof. 
  
 “Collateral” shall have the meaning set
forth in Section 6.1. 
  
 “Contingent
Liability” and “Contingent Liabilities” shall mean, respectively, each obligation and liability of the Borrower and all such obligations and 








 
liabilities of the Borrower incurred pursuant to any agreement, undertaking or arrangement by which the Borrower: (a) guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the
indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be
issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to purchase,
repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or
liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii)
to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or
obligation of the ability of such other Person to make payment of the indebtedness or obligation: (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or
agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the
indebtedness, obligation or other liability guaranteed or supported thereby. 
  
 “Default Rate” shall mean a per annum rate of interest equal to the Prime Rate plus two percent (2%) per annum. 
  
 “Eligible Accounts” shall mean those Accounts of the Borrower which: 
  
 (a) are genuine in all respects and have arisen in the
ordinary course of the Borrower’s business from (i) the performance of services by the Borrower, which services have been fully performed or (ii) the sale or lease of Goods by the Borrower, including C.O.D. sales, which Goods have been
completed in accordance with the Account Debtor’s specifications (if any) and delivered to and accepted by the Account Debtor, and the Borrower has possession of, or has delivered to the Bank at the Bank’s request, shipping and delivery
receipts evidencing such shipment; 
  
 (b) are
evidenced by an invoice delivered to the Account Debtor thereunder and are not more than ninety (90) days outstanding past the invoice date; 
  
 (c) do not arise from a “sale on approval” or a “sale or return”; 
  
 (d) are not due from an Account Debtor which is a Subsidiary
or a director, officer, employee, agent, parent or affiliate of the Borrower; 
  

 2 








 (e) do not arise in connection with a sale to an Account Debtor who (i) is not a resident
or citizen of or (ii) is not located within the United States of America; 
  
 (f) do not arise in connection with a sale to an Account Debtor who is located within a state which requires the Borrower, as a precondition to commencing or maintaining an action in the courts of that state, either
to (i) receive a certificate of authority to do business and be in good standing in such state or (ii) file a notice of business activities or similar report with such state’s taxing authority, unless (A) the Borrower has taken one of the
actions described in clauses (i) or (ii), (B) the failure to take one of the actions described in either clause (i) or (ii) may be cured retroactively by the Borrower at its election, or (C) the Borrower has proven to the satisfaction of the Bank
that it is exempt from any such requirements under such state’s laws; 
  
 (g) do not arise out of a contract or order which, by its terms, forbids or makes void or unenforceable the assignment by the Borrower to the Bank of the Account arising with respect thereto and are not unassignable
to the Bank for any other reason; 
  
 (h) are the
valid, legally enforceable and unconditional obligation of the Account Debtor, are not the subject of any setoff, counterclaim, credit, allowance or adjustment by the Account Debtor, or of any claim by the Account Debtor denying liability thereunder
in whole or in part, and the Account Debtor has not refused to accept and/or has not returned or offered to return any of the Goods or services which are the subject of such Account; 
  
 (i) are not subject to any Lien whatsoever, other than the Lien of the Bank; and 
  
 (j) no proceedings or actions are pending against the Account
Debtor which would be reasonably likely to result in any material adverse change in its ability to pay such Account in full. 
  
 An Account which is an Eligible Account shall cease to be an Eligible Account whenever it ceases to meet any one of the foregoing
requirements. 
  
 If invoices representing twenty-five percent
(25%) or more of the unpaid net amount of all Accounts from any one Account Debtor are unpaid more than ninety (90) days after the invoice date of such invoices, then all Accounts relating to such Account Debtor shall cease to be Eligible Accounts.

  
 “Employee Plan” includes any
pension, stock bonus, employee stock ownership plan, retirement, disability, medical, dental or other health plan, life insurance or other death benefit plan, profit sharing, deferred compensation, stock option, bonus or other incentive plan,
vacation benefit plan, severance plan or other employee benefit plan or arrangement, including, without limitation, those pension, profit-sharing and retirement plans of the Borrower described from time to time in the financial statements of the
Borrower and any pension plan, welfare plan, Defined Benefit Pension Plans (as defined in ERISA) or any multi-employer plan, maintained or administered by the 

  

 3 








 
Borrower or to which the Borrower is a party or may have any liability or by which the Borrower is bound. 
  
 “Environmental Laws” shall mean all federal,
state, district, local and foreign laws, rules, regulations, ordinances, and consent decrees relating to health, safety, hazardous substances, pollution and environmental matters, as now or at any time hereafter in effect, applicable to the
Borrower’s business or facilities owned or operated by the Borrower, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic or dangerous substances,
materials or wastes in the environment (including, without limitation, ambient air, surface water, land surface or subsurface strata) or otherwise relating to the generation. manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials. 
  
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 
  
 “Event of Default” shall mean any of the events or conditions set forth in Section 11 hereof. 
  
 “GAAP” shall mean generally accepted
accounting principles, using the accrual basis of accounting and consistently applied with prior periods, provided, however, that GAAP with respect to any interim financial statements or reports shall be deemed subject to fiscal year-end adjustments
and footnotes made in accordance with GAAP. 
  
 “Hazardous Materials” shall mean any hazardous, toxic or dangerous substance, materials and wastes, including, without limitation, hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons),
flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including, without
limitation, materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials or wastes that are or become regulated under any Environmental Law (including without limitation,
any that are or become classified as hazardous or toxic under any Environmental Law). 
  
 “Indebtedness” shall mean at any time (a) all Liabilities of the Borrower, (b) all Capital Lease obligations of the
Borrower, (c) all other debt, secured or unsecured, created, issued, incurred or assumed by the Borrower for money borrowed or for the deferred purchase price of any fixed or capital asset, (d) indebtedness secured by any Lien existing on property
owned by the Borrower whether or not the Indebtedness secured thereby has been assumed, and (e) all Contingent Liabilities of the Borrower whether or not reflected on its balance sheet. 
  
 “Indemnified Party” and “Indemnified Parties” shall mean, respectively,
each of the Bank and any parent corporations, affiliated corporations or subsidiaries of 

  

 4 








 
the Bank, and each of their respective officers, directors, employees, attorneys and agents, and all of such parties and entities. 
  
 “Interest Period” shall mean, with regard to
any LIBOR Loan, successive one, two, three or six month periods as selected from time to time by the Borrower by notice given to the Bank not less than two Business Days prior to the first day of each respective Interest Period; provided, however,
that: (i) each such Interest Period occurring after the initial Interest Period of any LIBOR Loan shall commence on the day on which the preceding Interest Period for such LIBOR Loan expires, (ii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that if such extension would cause the last day of such Interest Period to
occur in the next following calendar month, then the last day of such Interest Period shall occur on the immediately preceding Business Day; (iii) whenever the first day of any Interest Period occurs on a day of a month for which there is no
numerically corresponding day in the calendar month in which such Interest Period terminates, such Interest Period shall end on the last Business Day of such calendar month; and (iv) the final Interest Period must be such that its expiration occurs
on or before the Revolving Loan Maturity Date. 
  
 “Letter of Credit” and “Letters of Credit” shall mean, respectively, a letter of credit and all such letters of credit issued by the Bank, in its sole discretion, upon the execution and delivery by the
Borrower and the acceptance by the Bank of a Master Letter of Credit Agreement and an application for Letter of Credit, as set forth in Section 2.4 of this Agreement. 
  
 “Letter of Credit Obligations” shall mean, at any time, an amount equal to the aggregate of
the original face amounts of all Letters of Credit minus the sum of (i) the amount of any reductions in the original face amount of any Letter of Credit which did not result from a draw thereunder, (ii) the amount of any payments made by the Bank
with respect to any draws made under a Letter of Credit for which the Borrower has reimbursed the Bank, (iii) the amount of any payments made by the Bank with respect to any draws made under a Letter of Credit which have been converted to a
Revolving Loan as set forth in Section 2.4, and (iv) the portion of any issued but expired Letter of Credit which has not been drawn by the beneficiary thereunder. For purposes of determining the outstanding Letter of Credit Obligations at any time,
the Bank’s acceptance of a draft drawn on the Bank pursuant to a Letter of Credit shall constitute a draw on the applicable Letter of Credit at the time of such acceptance rather than at the time that the request for such draw is received by
the Bank. 
  
 “Liabilities” shall
mean at all times all liabilities of the Borrower that would be shown as such on a balance sheet of the Borrower prepared in accordance with GAAP. 
  
 “LIBOR” shall mean a rate of interest equal to the per annum rate of interest at which United States dollar deposits in
an amount comparable to the amount of the relevant LIBOR Loan and for a period equal to the relevant Interest Period are offered 
  

 5 








 
generally to the Bank (rounded upward if necessary, to the nearest 1/100 of 1.00%) in the London Interbank Eurodollar market at 11:00 a.m. (London time) two
Business Days prior to the commencement of each Interest Period less the maximum reserve percentages for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency liabilities, or as LIBOR is
otherwise determined by the Bank in its sole and absolute discretion, such rate to remain fixed for such Interest Period. The Bank’s determination of LIBOR shall be conclusive, absent manifest error. 
  
 “LIBOR Loan” or “LIBOR
Loans” shall mean that portion, and collectively those portions, of the aggregate outstanding principal balance of the Revolving Loans that will bear interest at the LIBOR Rate, of which at any time and from time to time, the Borrower may
identify no more than five (5) advances of the Revolving Loans which are outstanding at any time which will bear interest at the LIBOR Rate, of which each particular LIBOR Loan must be in the amount of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00) or a higher integral multiple of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00). 
  
 “LIBOR Rate” shall mean a per annum rate of interest equal to LIBOR for the relevant Interest Period (rounded upward if
necessary, to the nearest 1/100 of 1.00%) plus two and three-quarters percent (2.75%), which LIBOR Rate shall remain fixed during such Interest Period. 
  

“Lien” shall mean any mortgage, pledge, hypothecation, judgment lien or similar legal process, title retention lien,
or other lien or security interest, including, without limitation, the interest of a vendor under any conditional sale or other title retention agreement and the interest of a lessor under a lease of any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible, by such Person as lessee that is, or should be, a Capital Lease on the balance sheet of the Borrower prepared in accordance with GAAP. 
  
 “Loans” shall mean, collectively, all
Revolving Loans (whether Prime Loans or LIBOR Loans) made by the Bank to the Borrower and all Letter of Credit Obligations, under and pursuant to this Agreement. 
  
 “Loan Documents” shall have the meaning set forth in Section 3.1. 
  
 “Mandatory Prepayment” shall mean any
payment required to be made pursuant to Section 2.1(c)(i). 
  
 “Material Adverse Change” shall mean the occurrence of any event which, in the Bank’s good faith opinion, would have a material adverse change in the financial condition of the Borrower.

  
 “Material Adverse Event”
shall mean the occurrence of any adverse event which, in the Bank’s good faith opinion, would have a material adverse effect on the business of the Borrower. 
  

 6 








 “Maximum Letter of Credit Obligation” shall mean the lesser of (a) the
Revolving Loan Amount less the aggregate amount of all Revolving Loans outstanding at any time, or (b) the Borrowing Base Amount less the aggregate amount of all Revolving Loans outstanding at any time. 
  
 “Note” shall mean the Revolving Note.

  
 “Obligations” shall mean the
Loans, as evidenced by the Note, all interest accrued thereon, any fees due the Bank hereunder, any expenses incurred by the Bank hereunder and any and all other liabilities and obligations of the Borrower (and of any partnership in which the
Borrower is or may be a partner) to the Bank, howsoever created, arising or evidenced, and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, direct or indirect, absolute or contingent, and
whether several, joint or joint and several. 
  
 “Permanent Equity Capital” shall mean the sum of paid in capital and net income less any distributions. 
  
 “Permitted Liens” means any of the Liens or encumbrances set forth in Section 8.2. 
  
 “Person” shall mean any individual,
partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity. 
  
 “Prime Loan” or “Prime
Loans” shall mean that portion, and collectively, those portions of the aggregate outstanding principal balance of the Revolving Loans that will bear interest at the Prime Rate per annum. 
  
 “Prime Rate” shall mean the floating per
annum rate of interest which at any time, and from time to time, shall be most recently announced by the Bank as its Prime Rate, which is not intended to be the Bank’s lowest or most favorable rate of interest at any one time. The effective
date of any change in the Prime Rate shall for purposes hereof be the date the Prime Rate is changed by the Bank. The Bank shall not be obligated to give notice of any change in the Prime Rate. 
  
 “Regulatory Change” shall mean the
introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having
jurisdiction over the Bank or its lending office. 
  
 “Revolving Interest Rate” shall mean (a) the Prime Rate, and/or (b) the LIBOR Rate, at the Borrower’s election, from time to time, in accordance with the terms hereof. 
  
 “Revolving Loan” and “Revolving
Loans” shall mean, respectively, each direct advance and the aggregate of all such direct advances, from time to time in the 

  

 7 








 
form of either Prime Loans and/or LIBOR Loans, made by the Bank to the Borrower under and pursuant to this Agreement, as set forth in Section 2.1 of this
Agreement. 
  
 “Revolving Loan
Amount” shall mean Five Million and 00/100 Dollars ($5,000,000.00). 
  
 “Revolving Loan Availability” shall mean at any time, the lesser of (a) the Revolving Loan Amount less the Letter of Credit Obligations, or (b) the Borrowing Base Amount less the Letter
of Credit Obligations. 
  
 “Revolving
Note” shall have the meaning set forth in Section 4.1 hereof. 
  
 “Revolving Loan Maturity Date” shall mean January 31, 2004, unless extended by the Bank pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Bank in its
sole and absolute discretion in substitution for the Revolving Note. 
  
 “Subsidiary” and “Subsidiaries” shall mean, respectively, each and all such corporations, partnerships, limited partnerships, limited liability companies, limited liability
partnerships or other entities of which or in which the Borrower owns directly or indirectly fifty percent (50.00%) or more of (a) the combined voting power of all classes of stock having general voting power under ordinary circumstances to elect a
majority of the board of directors of such entity if a corporation, (b) the management authority and capital interest or profits interest of such entity, if a partnership, limited partnership, limited liability company, limited liability
partnership, joint venture or similar entity, or (iii) the beneficial interest of such entity, if a trust, association or other unincorporated organization. 
  
 “UCC” shall mean the Uniform Commercial Code in effect in Delaware from time to time. 
  
 1.2 Accounting Terms. Any accounting terms used in
this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP. Calculations and determinations of financial and accounting terms used and not otherwise specifically defined hereunder
and the preparation of financial statements to be furnished to the Bank pursuant hereto shall be made and prepared, both as to classification of items and as to amount, in accordance with GAAP as used in the preparation of the financial statements
of the Borrower on the date of this Agreement. If any changes in accounting principles or practices from those used in the preparation of the financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and
opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions), which results in a material change in the method of
accounting in the financial statements required to be furnished to the Bank hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement, the parties hereto agree to enter into good faith negotiations to
amend such provisions so as equitably to reflect such changes to the end that the 

  

 8 








 
criteria for evaluating the financial condition and performance of the Borrower will be the same after such changes as they were before such changes; and if
the parties fail to agree on the amendment of such provisions, the Borrower will furnish financial statements in accordance with such changes but shall provide calculations for all financial covenants, perform all financial covenants and otherwise
observe all financial standards and terms in accordance with applicable accounting principles and practices in effect immediately prior to such changes. Calculations with respect to financial covenants required to be stated in accordance with
applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed and certified by the Borrower’s accountants. 
  

1.3 Other Terms Defined in UCC. All other capitalized words and phrases used herein and not otherwise specifically defined shall
have the respective meanings assigned to such terms in the UCC, as amended from time to time, to the extent the same are used or defined therein. 
  
 1.4 Other Definitional Provisions; Construction. Whenever the context so requires, the neuter gender includes the masculine and
feminine, the single number includes the plural, and vice versa, and in particular the word “Borrower” shall be so construed. The words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless
otherwise specified. An Event of Default shall “continue” or be “continuing” until such Event of Default has been cured or waived in accordance with Section 13.3 hereof. References in this Agreement to any party shall include
such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. To the extent any of the provisions of the other Loan Documents are
inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern. 
  
 2. LOANS. 
  
 2.1 Revolving Loans. 
  
 (a) Revolving Loan Facility. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance
upon the representations and warranties of the Borrower set forth herein and in the other Loan Documents, the Bank agrees to make such Revolving Loans at such times as the Borrower may from time to time request until, but not including, the
Revolving Loan Maturity Date, and in such amounts as the Borrower may from time to time request, provided, however, that the aggregate principal balance of all Revolving Loans outstanding at any time shall not exceed the Revolving Loan Availability.
Revolving Loans made by the Bank may be repaid and, subject to the terms and conditions hereof, borrowed again up to, but not including the Revolving Loan Maturity Date unless the Revolving Loans are otherwise terminated or extended as provided in
this Agreement. The Revolving Loans shall be 

  

 9 








 
used by the Borrower for the purpose of working capital and other general corporate purposes. 
  
 (b) Revolving Loan Interest and Payments. Except as otherwise provided in this Section 2.1(b), the
principal amount of the Revolving Loans outstanding from time to time shall bear interest at the Revolving Interest Rate. Accrued and unpaid interest on the unpaid principal balance of all Revolving Loans outstanding from time to time which are
Prime Loans, shall be due and payable quarterly, in arrears, commencing on April 30, 2003 and continuing on the last calendar day of each quarter thereafter, and on the Revolving Loan Maturity Date. Accrued and unpaid interest on the unpaid
principal balance of all Revolving Loans outstanding from time to time which are LIBOR Loans shall be payable on the last Business Day of each Interest Period, commencing on the first such date to occur after the date hereof, on the date of any
principal repayment of a LIBOR Loan and on the Revolving Loan Maturity Date. Any amount of principal or interest on the Revolving Loans which is not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest payable
on demand at the Default Rate. Borrower shall receive telephonic notice from Bank of the amount of the Revolving Interest Rate. 
  
 (c) Revolving Loan Principal Repayments. 
  

(i) Mandatory Principal Prepayments, Overadvances and Mandatory Cleanup/Cleandown Provision. All Revolving Loans hereunder
shall be repaid by the Borrower on the Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions of this Agreement. In the event the aggregate outstanding principal balance of all Revolving Loans and Letter of Credit Obligations
hereunder exceed the Revolving Loan Availability, the Borrower shall, without notice or demand of any kind, immediately make such repayments (each a “Mandatory Prepayment”) of the Revolving Loans or take such other actions as shall be
necessary to eliminate such excess. Also, if the Borrower chooses not to convert any Revolving Loan which is a LIBOR Loan to a Prime Loan as provided in Section 2.2(b) and Section 2.2(c), then such Revolving Loan shall be immediately due and payable
on the last Business Day of the then existing Interest Period or on such earlier date as required by law, all without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. 
  
 In addition to the foregoing, the Borrower shall make a single mandatory
prepayment (also referred to herein as a “Mandatory Prepayment”) on any Business Day which is (A) at least thirty (30) days prior to the Revolving Loan Maturity Date and (B) if any of the Revolving Loans are LIBOR Loans, the last Business
Day of the then current Interest Period for such LIBOR Loans. Such Mandatory Prepayment shall be in an amount equal to the then 

  

 10 








 
aggregate principal amount of all Revolving Loans outstanding. After the date of the Mandatory Prepayment, no Revolving Loan shall be made for a period of
thirty (30) days. 
  
 (ii) Optional
Prepayments. In addition to the Mandatory Prepayment, the Borrower may from time to time prepay the Revolving Loans which are Prime Loans, in whole or in part, without any prepayment penalty whatsoever, subject to the following conditions: (i)
each partial prepayment shall be in an amount equal to $10,000.00 or a higher integral multiple of $5,000; and (ii) any prepayment of the entire principal balance of the Prime Loans shall include accrued interest on such Prime Loans to the date of
such prepayment and payment in full of all other Obligations (other than the LIBOR Loans), then due and payable. 
  
 2.2 Additional LIBOR Loan Provisions. 
  
 (a) LIBOR Loan Prepayments. If, for any reason, a LIBOR Loan is paid prior to the last Business Day of any Interest Period, the
Borrower agrees to indemnify the Bank against any loss (including any loss on redeployment of the funds repaid), cost or expense incurred by the Bank as a result of such prepayment. 
  
 (b) LIBOR Unavailability. If the Bank determines in good faith (which determination shall be
conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) United States dollar deposits of sufficient amount and maturity for funding any LIBOR Loan are not available to the Bank in the London Interbank Eurodollar
market in the ordinary course of business, or (ii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the relevant LIBOR Loan,
the Bank shall promptly notify the Borrower thereof and, so long as the foregoing conditions continue, Revolving Loans may not be advanced as a LIBOR Loan thereafter. In addition, at the Borrower’s option, each existing LIBOR Loan shall be
immediately (i) converted to a Prime Loan on the last Business Day of the then existing Interest Period, or (ii) due and payable on the last Business Day of the then existing Interest Period, without further demand, presentment, protest or notice of
any kind, all of which are hereby waived by the Borrower. 
  
 (c) Regulatory Change. In addition, if, after the date hereof, a Regulatory Change shall, in the reasonable determination of the Bank, make it unlawful for the Bank to make or maintain the LIBOR Loans, then the
Bank shall promptly notify the Borrower and Revolving Loans may not be advanced as a LIBOR Loan thereafter. In addition, at the Borrower’s option, each existing LIBOR Loan shall be immediately (i) converted to a Prime Loan on the last Business
Day of the then existing Interest Period or on such earlier date as required by law, or (ii) due and payable on the last Business Day of the then existing Interest Period or on such earlier date as required by law, all without further demand,
presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. 
  

 11 








 (d) LIBOR Loan Indemnity. If any Regulatory Change (whether or not having the
force of law) shall (a) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements
by, the Bank; (b) subject the Bank or any LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Bank of principal or interest due from the Borrower to the Bank hereunder (other than a change in the
taxation of the overall net income of the Bank); or (c) impose on the Bank any other condition regarding such LIBOR Loan or the Bank’s funding thereof, and the Bank shall determine (which determination shall be conclusive, absent manifest
error) that the result of the foregoing is to increase the cost to the Bank of making or maintaining such LIBOR Loan or to reduce the amount of principal or interest received by the Bank hereunder, then the Borrower shall pay to the Bank, on demand,
such additional amounts as the Bank shall, from time to time, determine are sufficient to compensate and indemnify the Bank for such increased cost or reduced amount. 
  
 2.3 Interest and Fee Computation; Collection of Funds. Except as set forth in Section 1.1 of this
Agreement regarding the definition of the term “Interest Period,” all interest and fees shall be calculated on the basis of a year consisting of 360 days and shall be paid for the actual number of days elapsed. Principal payments submitted
in funds not immediately available shall continue to bear interest until collected. If any payment to be made by the Borrower hereunder or under the Note shall become due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment. In no event shall interest on any Libor Loan be payable less frequently than quarterly. 
  
 2.4 Letters of Credit. Subject to the terms and
conditions of this Agreement and upon the execution by the Borrower and the Bank of a Master Letter of Credit Agreement and, upon the execution and delivery by the Borrower, and the acceptance by the Bank, in its sole and absolute discretion, of an
application for letter of credit, the Bank agrees to issue for the account of the Borrower out of the Revolving Loan Availability, such Letters of Credit in the standard form of the Bank and otherwise in form and substance acceptable to the Bank,
from time to time during the term of this Agreement, provided that the Letter of Credit Obligations may not at any time exceed the Maximum Letter of Credit Obligation and provided, further, that no Letter of Credit shall have an expiration date
later than 365 days after the Revolving Loan Maturity Date. The amount of any payments made by the Bank with respect to draws made by a beneficiary under a Letter of Credit for which the Borrower has failed to reimburse the Bank upon the Bank’s
demand for repayment shall be deemed to have been converted to a Revolving Loan as of the date such payment was made by the Bank to such beneficiary. Upon the occurrence of an Event of a Default and at the option of the Bank, all Letter of Credit
Obligations shall be converted to Prime Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. 
  

 12 








 3. CONDITIONS OF EFFECTIVENESS AND BORROWING. 
  
 3.1 Effectiveness. Notwithstanding any other provision
of this Agreement, this Agreement shall not be deemed effective until the date on which all of the following conditions shall have occurred (such date, the “Effective Date”). 
  
 3.2 Loan Documents. The Borrower shall have executed and delivered to the Bank all of the following
Loan Documents (items (i)-(iv), collectively, the “Loan Documents”), all of which must be satisfactory to the Bank and the Bank’s counsel in form, substance and execution: 
  
 (a) Loan Agreement. Two copies of this Agreement duly executed by the Borrower. 
  
 (b) Revolving Note. A Revolving Note duly executed by
the Borrower, in the form attached hereto as Exhibit “A”. 
  
 (c) Borrowing Base Certificate. A Borrowing Base Certificate in the form attached hereto as Exhibit “B” (a “Borrowing Base Certificate”), certified as accurate by the Borrower and
acceptable to the Bank in its sole discretion. 
  
 (d) Resolutions. Resolutions of the sole member of the Borrower and board of directors of such member authorizing the execution of this Agreement and the other Loan Documents. 
  
 (e) Additional Documents. Such other certificates,
financial statements, schedules, resolutions, opinions of counsel, notes and other documents which are provided for hereunder or which the Bank shall require. 
  

3.3 Conditions to Funding. Notwithstanding any other provision of this Agreement, the Bank shall not be required to disburse or
make all or any portion of a Loan on any date if any of the following conditions shall have occurred and be continuing on such date: 
  
 (a) Event of Default. Any Event of Default, or any event which, with notice or lapse of time, or both, would constitute an Event of
Default, shall have occurred and be continuing. 
  
 (b) Representations and Warranties. Any representation or warranty of the Borrower contained herein or in any Loan Document shall be untrue or incorrect as of the date of any Loan as though made on such date, except to the extent
such representation or warranty expressly relates to an earlier date. 
  
 3.4 Administrative Fee. The Borrower shall have paid to the Bank a one-time non-refundable administrative fee in the amount of Seventeen Thousand Five Hundred and 00/100 Dollars ($17,500.00) (.35% of the
Revolving Loan Amount), payable whether or not the Revolving Loan is funded. In the event of any renewal or extension of the 

  

 13 








 
Revolving Loan, the parties may negotiate additional administrative fees as a. condition to any such renewal or extension. 
  
 4. NOTE EVIDENCING LOANS. 
  
 4.1 Revolving Note. The Revolving Loans and the Letter
of Credit Obligations shall be evidenced by a single Revolving Note (together with any and all renewal, extension, modification or replacement notes executed by the Borrower and delivered to the Bank and given in substitution therefor, the
“Revolving Note”) in the form of Exhibit “A” attached hereto, duly executed by the Borrower and payable to the order of the Bank. At the time of the initial disbursement of a Revolving Loan and at each time an additional
Revolving Loan shall be requested hereunder or a repayment made in whole or in part thereon, an appropriate notation thereof shall be made on the books and records of the Bank. All amounts recorded shall be, absent demonstrable error, conclusive and
binding evidence of (i) the principal amount of the Revolving Loans advanced hereunder and the amount of all Letter of Credit Obligations, (ii) any unpaid interest owing on the Revolving Loans, and (iii) all amounts repaid on the Revolving Loans or
the Letter of Credit Obligations. The failure to record any such amount or any error in recording such amounts shall not, however, limit or otherwise affect the obligations of the Borrower under the Revolving Note to repay the principal amount of
the Revolving Loans, together with all interest accruing thereon. 
  
 5. MANNER OF BORROWING. 
  
 Each Loan shall be
made available to the Borrower upon its request, from any Person whose authority to so act has not been revoked by the Borrower in writing previously received by the Bank. Each Revolving Loan may be advanced either as a Prime Loan or a LIBOR Loan,
provided, however, that at any time and from time to time, the Borrower may identify no more than five (5) Revolving Loans outstanding at any one time which may be LIBOR Loans. A request for a Prime Loan must be received by no later than 11:00 a.m.
Chicago, Illinois time, on the day it is to be funded. A request for a LIBOR Loan must be (i) received by no later than 11:00 a.m. Chicago, Illinois time, two days before the day it is to be funded, and (ii) in an amount equal to Two Hundred Fifty
Thousand and 00/100 Dollars ($250,000.00) or a higher integral multiple of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00). If, for any reason, the Borrower shall fail to select timely an Interest Period for an existing LIBOR Loan, then
such LIBOR Loan shall be immediately converted to a Prime Loan on the last Business Day of the then existing Interest Period, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. The
proceeds of each Prime Loan or LIBOR Loan shall be made available at the office of the Bank by credit to the account of the Borrower or by other means requested by the Borrower and acceptable to the Bank. 
  
 Each Letter of Credit shall be issued by the Bank upon the execution of the
Bank’s standard Master Letter of Credit Agreement by the Borrower and the Bank, and the execution and delivery by the Borrower and the acceptance by the Bank, in its sole discretion, of the Bank’s standard application for Letter of Credit
and the payment by the 

  

 14 








 
Borrower of the Bank’s fees charged in connection therewith. In addition to all other applicable fees, charges and/or interest payable by the Borrower
pursuant to the Master Letter of Credit Agreement or otherwise payable in accordance with the Bank’s standard letter of credit fee schedule, all standby Letters of Credit issued under and pursuant to this Agreement shall bear an annual fee
equal to two and one-half percent (2.50%) of the undrawn amount of such standby Letter of Credit, payable by the Borrower on or before the issuance of such Letter of Credit by the Bank and annually thereafter on the same date unless and until (i)
such Letter of Credit has expired or has been returned to the Bank, or (ii) the Bank has paid the beneficiary thereunder the full face amount of such Letter of Credit. 
  
 The Bank is authorized to rely on any written, electronic or telecopy loan requests which the Bank believes in its good
faith judgment to emanate from a properly authorized representative of the Borrower, whether or not that is in fact the case. The Borrower does hereby irrevocably confirm, ratify and approve all such advances by the Bank and does hereby indemnify
the Bank against losses and expenses (including court costs, attorneys’ and paralegals’ fees) and shall hold the Bank harmless with respect thereto. 
  

6. SECURITY FOR THE OBLIGATIONS. 
  
 6.1 Security for Obligations. As security for the payment of the Obligations, the Borrower does hereby pledge, assign, transfer and
deliver to the Bank and does hereby grant to the Bank a continuing and unconditional security interest in and to any and all property of the Borrower, of any kind or description, tangible or intangible, whether now existing or hereafter arising or
acquired, including, but not limited to, the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”): 
  
 (a) all property of, or for the account of, the Borrower now
or hereafter coming into the possession, control or custody of, or in transit to, the Bank or any agent or bailee for the Bank or any parent, affiliate or subsidiary of the Bank in the Loans (whether for safekeeping, deposit, collection, custody,
pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and 
  
 (b) the additional property of the Borrower, whether now
existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions for, and replacements, products and proceeds therefrom, and all of the Borrower’s books and
records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of the Borrower’s right, title and interest in and to all computer software (to the extent the Borrower’s right, title and
interest in such software is, by its terms, so assignable) required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows: 
  

 15 








 (i) All Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or
other disposition by the Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, the Borrower, or rejected or refused by an Account Debtor; 
  
 (ii) All Inventory including, without limitation, raw materials, work-in-process and finished goods;

  
 (iii) All Goods (other than Inventory),
including, without limitation, embedded software, Equipment, vehicles, furniture and Fixtures; 
  
 (iv) All Software and computer programs; 
  
 (v) All Securities, Investment Property, Financial Assets and Deposit Accounts; 
  
 (vi) All Chattel Paper, Electronic Chattel Paper,
Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, health care insurance receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment
Intangibles; and 
  
 (vii) All insurance policies
and proceeds insuring the foregoing property or any part thereof, including unearned premiums. 
  
 6.2 Lockbox Agreement. The Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post
office box (the “Lockbox”) designated by, and under the exclusive control of the Bank. Pursuant to that certain Lockbox Mail Collection Service Agreement dated as of May 14, 2002 between the Borrower and the Bank (the “Lockbox
Agreement”), the Borrower established the Lockbox and an account (the “Lockbox Account”) in the Borrower’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which the Borrower will
immediately deposit all payments made for services and received by the Borrower in the identical form in which such payments were made, whether by cash or check. If the Borrower, a Subsidiary or any director, officer, employee, agent or the Borrower
or any Subsidiary or any other Person acting for or in concert with the Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, the Borrower and each such Person shall
receive all such items in trust for, and as the sole and exclusive property of the Bank and, immediately upon receipt thereof shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The Borrower agrees that all
payments made to such Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, will be applied on account of the Revolving Loans in accordance with the terms of this
Agreement. The Borrower agrees to pay all reasonable fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox Account and depositing for collection by the Bank 

  

 16 








 
any check or other item of payment received by the Bank on account of the Obligations. All of such reasonable fees, costs and expenses shall constitute
Obligations hereunder, shall be payable to the Bank by the Borrower upon demand, and, until paid, shall bear interest at the Prime Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the
Borrower to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on the Borrower’s behalf. For the purpose of this paragraph, the Borrower
irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as the Borrower’s true and lawful attorney and agent-in-fact (i) to endorse the Borrower’s name upon said items of
payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account of the Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of
payment or proceeds thereof, and (iii) to have access to any lock box or postal box into which any of the Borrower’s mail is deposited, and open and process all mail addressed to the Borrower and deposited therein. 
  
 6.3 Possession and Transfer of Collateral. Unless an
Event of Default has occurred and is continuing hereunder, the Borrower shall be entitled to possession or use of the Collateral. Except as otherwise expressly permitted hereunder, the Borrower shall not sell, assign (by operation of law or
otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral, except that the Borrower may sell Inventory in the ordinary course of business. 
  
 6.4 Financing Statements. The Borrower shall, at the
Bank’s request, at any time and from time to time, execute and deliver to the Bank such financing statements, amendments and other documents and do such acts as the Bank deems necessary in order to establish and maintain valid, attached and
perfected first security interests in the Collateral in favor of the Bank, free and clear of all Liens and claims and rights of third parties whatsoever (except as otherwise specifically set forth in Section 8 hereof). The Borrower hereby
irrevocably authorizes the Bank at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Borrower or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or
lesser scope or within greater detail, and (b) contain any other information required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or
filing office acceptance of any financing statement or amendment, including (i) whether the Borrower is an organization, the type of organization and any organization identification number issued to the Borrower, and (ii) in the case of a financing
statement filed as a fixture filing or indicating Collateral as extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. The Borrower agrees to furnish any such information to the Bank
promptly upon the Bank’s reasonable request. The Borrower further ratifies and affirms its authorization for any financing statements and/or 

  

 17 








 
amendments thereto, executed and filed by the Bank in any jurisdiction prior to the date of this Agreement. 
  
 6.5 Additional Collateral. The Borrower shall deliver
to the Bank immediately upon its demand, such other collateral as the Bank may from time to time request, should the value of the Collateral, in the Bank’s sole and absolute discretion, decline, deteriorate, depreciate or become impaired, and
does hereby grant to the Bank a continuing security interest in such other collateral, which, when pledged, assigned and transferred to the Bank shall be and become part of the Collateral. The Bank’s security interests in each of the foregoing
Collateral shall be valid, complete and perfected whether or not covered by a specific assignment. 
  
 6.6 Preservation of the Collateral. The Bank may, but is not required to, take such action from time to time as the Bank deems
appropriate to maintain or protect the Collateral. The Bank shall have exercised reasonable care in the custody and preservation of the Collateral if it takes such action as the Borrower shall reasonably request in writing; provided, however, that
such request shall not be inconsistent with the Bank’s status as a secured party, and the failure of the Bank to comply with any such request shall not be deemed a failure to exercise reasonable care. In addition, any failure of the Bank to
preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Borrower, shall not be deemed a failure to exercise reasonable
care in the custody or preservation of the Collateral. The Borrower shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Borrower and the Bank in the Collateral against prior
or third parties. Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Borrower represents to, and covenants with, the Bank that the Borrower has made arrangements for keeping informed of
changes or potential changes affecting the securities (including, but not limited to, rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Borrower agrees that the Bank
shall have no responsibility or liability for informing the Borrower of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto. 
  
 6.7 Other Actions as to any and all Collateral. The
Borrower further agrees to take any other action reasonably requested by the Bank to insure the attachment, perfection and first priority of, and the ability of the Bank to enforce, the Bank’s security interest in any and all of the Collateral
including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Borrower’s signature thereon is
required therefor, (b) causing the Bank’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the bank to enforce, the
Bank’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority
of, or ability of the Bank to enforce, the Bank’s security interest in such Collateral, (d) obtaining governmental and other third 

  

 18 








 
party consents and approvals, including without limitation any consent of any licensor, lessor or other Person obligated on Collateral, .(e) obtaining
waivers from mortgagees and landlords in form and substance satisfactory to the Bank, and (f) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as
applicable in any foreign jurisdiction. 
  
 6.8
Collateral in the Possession of a Warehouseman or Bailee. If any of the Collateral at any time is in the possession of a warehouseman or bailee, the Borrower shall promptly notify the Bank thereof, and if requested by the Bank, shall promptly
obtain an acknowledgment from the warehouseman or bailee, in form and substance satisfactory to the Bank, that the warehouseman or bailee holds such Collateral for the benefit of the Bank and shall act upon the instructions of the Bank, without the
further consent of the Borrower. The Bank agrees with the Borrower that the Bank shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Borrower with
respect to the warehouseman or bailee. 
  
 6.9
Letter-of-Credit Rights. If the Borrower at any time is a beneficiary under a letter of credit now or hereafter issued in favor of the Borrower, the Borrower shall promptly notify the Bank thereof and, at the request and option of the Bank,
the Borrower shall, pursuant to an agreement in form and substance satisfactory to the Bank, either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Bank of the proceeds of any drawing under
the letter of credit, or (ii) arrange for the Bank to become the transferee beneficiary of the letter of credit, with the Bank agreeing, in each case, that the proceeds of any drawing under the letter to credit are to be applied as provided in this
Agreement. 
  
 6.10 Commercial Tort Claims.
If the Borrower shall at any time hold or acquire a commercial tort claim, the Borrower shall immediately notify the Bank in writing signed by the Borrower of the details thereof and grant to the Bank in such writing a security interest therein and
in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Bank. 
  
 6.11 Electronic Chattel Paper and Transferable Records. If the Borrower at any time holds or acquires an interest in any electronic
chattel paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction, the Borrower shall promptly notify the Bank thereof and, at the request of the Bank, shall take such action as the Bank may reasonably request to vest in the Bank control under Section 9-105 of the UCC of such electronic
chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such
transferable record. The Bank agrees with the Borrower that the Bank will arrange, pursuant to procedures satisfactory to the Bank and so long as such procedures will not result in the Bank’s loss of control, for the Borrower to make
alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, 

  

 19 








 
Section 201 of the federal Electronic Signatures in Global and National Commerce Act or §16 of the Uniform Electronic Transactions Act for a party in
control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Borrower with respect to such electronic chattel paper or transferable record. 

 
 7. REPRESENTATIONS AND WARRANTIES. 
  
 To induce the Bank to make the Revolving Loans, the Borrower makes the
following representations and warranties to the Bank, each of which shall be true and correct as of the date of the execution and delivery of this Agreement, and which shall survive the execution and delivery of this Agreement: 
  
 7.1 Borrower Organization and Name. The Borrower is a
limited liability company duly organized, existing and in good standing under the laws of the State of Delaware and duly qualified and in good standing under the laws of the State of Illinois, with full and adequate power to carry on and conduct its
business as presently conducted. The Borrower’s state issued organizational identification number is 3521607. The Borrower is duly licensed or qualified in all other foreign jurisdictions wherein the nature of its activities require such
qualification or licensing, except where the failure to be so qualified would not be reasonably likely to have a Material Adverse Change on the Borrower. The exact legal name of the Borrower is as set forth in the first paragraph of this Agreement,
and the Borrower currently does not conduct, nor has it during the last five (5) years conducted, business under any other name or trade name. 
  
 7.2 Authorization; Validity. The Borrower has full right, power and authority to enter into this Agreement, to make the borrowings
and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents. The execution and delivery of this Agreement and the Loan Documents will not, nor will the
observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Articles of Organization of the Borrower, except where such violation or contravention would not be
reasonably likely to have a Material Adverse Change. All necessary and appropriate action has been taken on the part of the Borrower to authorize the execution and delivery of this Agreement and the Loan Documents. This Agreement and the Loan
Documents are valid and binding agreements and contracts of the Borrower in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting
creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 
  
 7.3 Compliance With Laws. The nature and transaction of the Borrower’s business and operations and the use of its properties
and assets, including, but not limited to, the Collateral or any real estate owned or occupied by the Borrower, do not and during the term of the Loans shall not, violate or conflict with any applicable law, statute, ordinance, rule, regulation or
order of any kind or nature, including, without limitation, the provisions of the Fair Labor Standards Act or any zoning, land use, building, noise 

  

 20 








 
abatement, occupational health and safety or other laws, any building permit or any condition, grant, easement, covenant, condition or restriction, whether
recorded or not, except to the extent that such violation or conflict would not be reasonably likely to result in a Material Adverse Change. 
  
 7.4 Environmental Laws and Hazardous Substances. (i) The Borrower has not generated, used, stored, treated, transported,
manufactured, handled, produced or disposed of any Hazardous Materials, on or off any of the premises of the Borrower (whether or not owned by it), in any manner which at any time violates any Environmental Law or any license, permit, certificate,
approval or similar authorization thereunder, except where such violation would not reasonably be expected to have a Material Adverse Change, (ii) the operations of the Borrower comply in all material respects with all Environmental Laws and all
licenses, permits certificates, approvals and similar authorizations thereunder, (iii) there has been no investigation, proceeding, complaint, order, directive, claim, citation or notice by any governmental authority or any other Person that would
reasonably be expected to have a Material Adverse Change, nor is any pending or, to the best of the Borrower’s knowledge, threatened, and (iv) the Borrower has no material liability, contingent or otherwise, in connection with a release, spill
or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials. 
  
 7.5 Absence of Breach. The execution, delivery and
performance of this Agreement, the Loan Documents and any other documents or instruments to be executed and delivered by the Borrower in connection with the Loans shall not: (i) violate any provisions of law or any applicable regulation, order,
writ, injunction or decree of any court or governmental authority except where such violation would not be reasonably likely to have a Material Adverse Change, or (ii) conflict with, be inconsistent with, or result in any breach or default of any of
the terms, covenants, conditions, or provisions of any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind to which the Borrower is a party or by which the Borrower or any of its property or assets may be
bound. 
  
 7.6 Collateral Representations.
The Borrower is the sole owner of the Collateral, free from any Lien of any kind, other than the Permitted Liens. 
  
 7.7 Financial Statements. All financial statements submitted to the Bank pursuant to Section 9.7 have been prepared in accordance
with GAAP on a basis, except as otherwise noted therein, consistent with the previous fiscal year and fairly and accurately reflect the financial condition of the Borrower and the results of the operations for the Borrower as of such date and for
the periods indicated. Since the date of the most recent financial statement submitted by the Borrower to the Bank, there has been no Material Adverse Change. 
  

7.8 Litigation and Taxes. There is no litigation, demand, charge, claim,. petition or governmental investigation or proceeding
pending, or threatened, against the Borrower, which, if adversely determined, would be reasonably likely to result in any 

  

 21 








 
Material Adverse Change. The Borrower has duly filed all applicable income or other tax returns and has paid all income or other taxes when due except where
the failure to file such returns or pay such taxes would not be reasonably likely to have a Material Adverse Change. There is no controversy or objection pending, or, to the Borrower’s knowledge, threatened in respect of any tax returns of the
Borrower. 
  
 7.9 Event of Default. No
Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with the lapse of time, the giving of notice, or both, would constitute such an Event of Default under this Agreement or any of the other Loan
Documents. 
  
 7.10 ERISA Obligations. All
Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA where applicable and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is
qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA) has occurred with respect to any such Employee Plans,
unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if
unpaid or unperformed would be reasonably likely to result in the imposition of a Lien against any of its properties or assets. 
  
 7.11 Lending Relationship. The relationship hereby created with the Bank is and has been conducted on an open and arm’s length
basis in which no fiduciary relationship exists. The Borrower has not relied and is not relying on any such fiduciary relationship in executing this Agreement and in consummating the Loans. 
  
 7.12 Business Loan. The Loans, including interest
rate, fees and charges as contemplated hereby, (i) are business loans within the purview of 815 ILCS 205/4(1)(c), as amended from time to time, (ii) are an exempted transaction under the Truth In Lending Act, 12 U.S.C. 1601 et seq., as
amended from time to time, and (iii) do not, and when disbursed shall not, violate the provisions of the Illinois usury laws, any consumer credit laws or the usury laws of any state which may have jurisdiction over this transaction, the Borrower or
any property securing the Loans. 
  
 7.13
Compliance with Regulation U. No portion of the proceeds of the Loans shall be used by the Borrower, or any affiliates of the Borrower, either directly or indirectly, for the purpose of purchasing or carrying any margin stock, within the
meaning of Regulation U as adopted by the Board of Governors of the Federal Reserve System. 
  
 7.14 Governmental Regulation. The Borrower is not, or after giving effect to any loan, will not be, subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money. 
  

 22 








 7.15 Bank Accounts. The account numbers and locations of all Deposit accounts and
other bank accounts of the Borrower and its Subsidiaries are as follows: Account No. 5800413329, Huron Consulting Group LLC Flexible Spending Account; Account No. 5800297276, Huron Consulting Group LLC Operating Account; Account No. 5800413337,
Huron Consulting Group LLC Payroll Account; 
  
 7.16 Place of Business. The principal place of business of the Borrower is 550 W. Van Buren Street, Chicago, Illinois 60607. 
  
 7.17 Complete Information. This Agreement, the financial statements submitted pursuant to Section 9.7, the Schedules attached
hereto and the certificates submitted in connection herewith fully and fairly state the matters with which they purport to deal, and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to
make the statements contained herein or therein not misleading. 
  
 8. NEGATIVE COVENANTS. 
  
 8.1
Indebtedness. The Borrower shall not, either directly or indirectly, create, assume, incur or have outstanding any Indebtedness (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise,
for any debt or obligation of any other Person, except: 
  
 (a) the Obligations; 
  
 (b) endorsement
for collection or deposit of any commercial paper secured in the ordinary course of business; 
  
 (c) obligations of the Borrower for taxes, assessments, municipal or other governmental charges; 
  
 (d) obligations of the Borrower for accounts payable, other
than for money borrowed, incurred in the ordinary course of business; 
  
 (e) obligations existing on the date hereof which are disclosed on the financial statements referred to in Section 9.7 (including any extensions, renewals, refundings and refinancings thereof which are on terms no
less favorable to the Borrower than the existing terms); 
  
 (f) obligations arising under Capital Leases for property acquired (or deemed to be acquired) by the Borrower or claims arising from the use or loss of, or damage to, such property (including any extensions, renewals,
refundings and refinancings thereof which are on terms no less favorable to the Borrower than the existing terms); and 
  
 (g) Indebtedness for Capital Expenditures in accordance with Section 10.2 hereof (including purchase money indebtedness incurred in
connection therewith). 
  

 23 








 8.2 Encumbrances. The Borrower shall not, either directly or indirectly, create,
assume, incur or suffer or permit to exist any Lien or charge of any kind or character upon any asset of the Borrower, whether owned at the date hereof or hereafter acquired except: 
  
 (a) Liens for taxes, assessments or other governmental charges not yet due or which are being contested in
good faith by appropriate proceedings in such a manner as not to make the property forfeitable; 
  
 (b) Liens or charges incidental to the conduct of its business or the ownership of its property and assets which were not incurred in
connection with the borrowing of money or the obtaining of an advance or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

  
 (c) Liens arising out of judgments or awards
against the Borrower with respect to which it shall concurrently therewith be prosecuting a timely appeal or proceeding for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review;

  
 (d) pledges or deposits to secure obligations
under worker’s compensation laws or similar legislation; 
  
 (e) good faith deposits in connection with lending contracts or leases to which the Borrower is a party; 
  
 (f) deposits to secure public or statutory obligations of the Borrower; 
  
 (g) Liens existing on the date hereof and disclosed on the financial statements referred to in Section 9.7;

  
 (h) Liens securing obligations permitted under
Section 8.1(f) and/or Section 8.1(g); and 
  
 (i)
Liens granted to the Bank hereunder. 
  
 8.3
Investments. The Borrower shall not, either directly or indirectly, make or have outstanding any new investments (whether through purchase of stocks, obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or
any substantial part of the assets, business, stock or other evidence of beneficial ownership of any other Person except: 
  
 (a) investments in direct obligations of the United States or any instrumentality thereof; 
  
 (b) investments in certificates of deposit or time deposits
issued by the Bank or any bank with assets greater than One Hundred Million Dollars ($100,000,000.00); or 
  

 24 








 (c) fully secured repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (a) above entered into the Bank or with any bank meeting the qualifications specified in clause (b) above. 
  
 (d) investments in Prime Commercial Paper (for purposes hereof, Prime Commercial Paper shall mean short-term
unsecured promissory notes sold by large corporations and rated A-1/P-I by Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and Moody’s Investment Service, Inc.). 
  
 (e) reasonable loans and advances by the Borrower to its
current and prospective employees in the ordinary course of its business, including, without limitation, payments to current and prospective employees in connection with travel, business entertainment and releases from existing non-compete
agreements, provided that such loans and advances shall not exceed an aggregate of Five Hundred Thousand Dollars ($500,000.00) in any calendar year. 
  
 8.4 Transfer; Merger. The Borrower shall not, either directly or indirectly, merge, consolidate, sell, transfer, license, lease,
encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Promissory Notes, Chattel Paper, Payment Intangibles or Accounts
other than in the ordinary course of its business. 
  
 8.5 Issuance of Membership Interests. The Borrower shall not, either directly or indirectly, issue or distribute any additional membership interests or other securities of the Borrower in any manner which would result in the
occurrence of an Event of Default under Section 11.8 of this Agreement entitled “Change in Control.” 
  
 8.6 Distributions. The Borrower shall not, either directly or indirectly, purchase or redeem any of its membership interests, or
declare or pay any dividends, whether in cash or otherwise, or set aside any funds for any such purpose or make any distribution to its members, provided, however, that subject to the limitation set forth in Section 8.10 below and so long as no
Event of Default has occurred and is continuing, the Borrower may make the following distributions (so long as any such distributions do not trigger an Event of Default): 
  
 (a) The Borrower make quarterly distributions to each of its members in an amount not greater than the
quarterly estimated income tax payments required to be made by each such member based upon the income of such member accruing due to the operations of the Borrower and the resulting federal tax liability of such member; and 
  
 (b) In addition to those distributions set forth in Section
8.6(a) hereof, the Borrower may make the following annual distributions during any fiscal year: 
  
 (1) an amount not to exceed $817,256.41 (accrued monthly in 2003, payable on January 2, 2004); and 
  

 25 








 (2) 50% of the Borrower’s net income for such year after taking into account the
payments made pursuant to Sections 8.6(a) and 8.6(b)(1) of this Agreement. 
  
 8.7 Use of Proceeds. Neither the Borrower nor any of its Subsidiaries or affiliates shall use any portion of the proceeds of the Loans, either directly or indirectly, for the purpose of purchasing any
securities underwritten by ABN AMRO Incorporated, an affiliate of the Bank. 
  
 8.8 Bank Accounts. The Borrower shall not establish any new deposit accounts or other bank accounts, other than bank accounts established at or with the Bank, or amend or terminate the Lockbox or Lockbox
Agreement without the prior written consent of the Bank. 
  
 8.9 Change of Legal Status or Location. The Borrower shall not change its name, its organizational identification number, if it has one, its type of organization, its jurisdiction of organization or other legal
structure or the location of its principal place of business without giving at least thirty days’ prior written notice to the Bank. 
  
 8.10 Compensation. The aggregate amount of compensation to the equity members of the Borrower (including but not limited to
salaries, bonuses and distributions) during any fiscal quarter of Borrower shall not exceed the amount of the Borrower’s income during such quarter, monitored at the end of each fiscal quarter of Borrower, beginning March 31, 2003. 

 
 8.11 Collateral. The Borrower will not remove or
permit the Collateral to be removed from its current location without the prior written consent of the Bank, except for inventory sold in the usual and ordinary course of the Borrower’s business. 
  
 9. AFFIRMATIVE COVENANTS. 
  
 9.1 Compliance with Bank Regulatory Requirements. Upon
demand by the Bank, the Borrower shall reimburse the Bank for the Bank’s additional costs and/or reductions in the amount of principal or interest received or receivable by the Bank if at any time after the date of this Agreement any law,
treaty or regulation or any change in any law, treaty or regulation or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having
jurisdiction over the Bank or the Loans, whether or not having the force of law, shall impose, modify or deem applicable any reserve (except reserve requirements taken into account in calculating the Revolving Interest Rate) and/or special deposit
requirement against or in respect of assets held by or deposits in or for the account of the Loans by the Bank or impose on the Bank any other condition with respect to this Agreement or the Loans, the result of which is to either increase the cost
to the Bank of making or maintaining the Loans or to reduce the amount of principal or interest received or receivable by the Bank with respect to such Loans. Said additional costs and/or reductions will be those which directly result from the
imposition of such requirement or condition on the making or maintaining of such Loans. All Loans shall be 

  

 26 








 
deemed to be match funded for the purposes of the Bank’s determination in the previous sentence. Notwithstanding the foregoing, the Borrower shall not
be required to pay any such additional costs which could be avoided by the Bank with the exercise of reasonable conduct and diligence. 
  
 9.2 Borrower Existence. The Borrower shall at all times preserve and maintain its existence, rights, franchises and privileges, and
shall at all times continue as a going concern in the business which the Borrower is presently conducting. 
  
 9.3 Maintain Property. The Borrower shall at all times maintain, preserve and keep its plant, properties and Equipment, including,
but not limited to, any Collateral, in good repair, working order and condition, normal wear and tear excepted, and shall from time to time make all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the
efficiency thereof shall be fully preserved and maintained. The Borrower shall permit the Bank to examine and inspect such plant, properties and Equipment, including, but not limited to, any Collateral, at all reasonable times and upon reasonable
notice, and without disruption to the Borrower’s business operation. 
  
 9.4 Maintain Insurance. The Borrower shall at all times insure and keep insured in insurance companies reasonably acceptable to the Bank, all insurable property owned by it which is of a character typically
insured by companies similarly situated and operating like properties, against loss or damage from fire and such other hazards or risks as are customarily insured against by companies similarly situated and operating like properties; and shall
similarly insure employers’ public and professional liability risks. Prior to the date of the funding of the Note, the Borrower shall deliver to the Bank a certificate setting forth in summary form the nature and extent of the insurance
maintained by the Borrower pursuant to this Section 9.4. All such policies of insurance must be satisfactory to the Bank in relation to the amount and term of the Obligations and type and value of the Collateral and assets of the Borrower, shall
identify the Bank as lender’s loss payee and as an additional insured. In the event the Borrower either fails to provide the Bank with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or
maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating thereto, then the Bank, without waiving or releasing any obligation or default by the Borrower hereunder, may at any time (but shall be
under no obligation to so act), obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto, which the Bank deems advisable. This insurance coverage (i) may, but need not, protect the
Borrower’s interest in the such property, including, but not limited to the Collateral, and (ii) may not pay any claim made by, or against, the Borrower in connection with such property, including, but not limited to the Collateral. The
Borrower may later cancel any such insurance purchased by the Bank, but only after providing the Bank with evidence that the Borrower has obtained the insurance coverage required by this Section. The costs of such insurance obtained by the Bank,
through and including the effective date such insurance coverage is canceled or expires, shall be payable on demand by the Borrower to the Bank, together with interest at the Default Rate, on such amounts until repaid and any other charges by the
Bank in connection with the placement of such insurance. The costs of such insurance, which may be greater than the cost of insurance which the 

  

 27 








 
Borrower may be able to obtain on its own, together with interest thereon at the Default Rate and any other charges by the Bank in connection with the
placement of such insurance, may be added to the total Obligations due and owing. 
  
 9.5 Tax Liabilities. The Borrower shall at all times pay and discharge all property and other taxes, assessments and governmental
charges upon, and all claims (including claims for labor, materials and supplies) against the Borrower or any of its properties, Equipment or Inventory, before the same shall become delinquent and before penalties accrue thereon, unless and to the
extent that the same are being contested in good faith by appropriate proceedings and are insured against or bonded over to the satisfaction of the Bank. 
  
 9.6 ERISA Liabilities; Employee Plans. The Borrower shall (i) keep in full force and effect any and all Employee Plans which are
presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Borrower; (ii)
make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA; including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate
to such Employee Plans; (iv) notify the Bank immediately upon receipt by the Borrower of any notice concerning the imposition of any withdrawal liability or of the institution of any proceeding or other action which may result in the termination of
any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise the Bank of the occurrence of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA),
with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to
cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status. 
  
 9.7 Financial Statements. The Borrower shall at all times maintain a proper system of accounting, on the accrual basis of
accounting and in all respects in accordance with GAAP, and shall furnish to the Bank or its authorized representatives such information reasonably requested by the Bank regarding the business affairs, operations and financial condition of the
Borrower, including, but not limited to: 
  
 (a)
as soon as available, and in any event, within ninety (90) days after the close of each of its fiscal years, a copy of the annual audited financial statements of the Borrower, including balance sheet, statement of income and retained earnings,
statement of cash flows for the fiscal year then ended, statement of changes in and the reconciliation of significant equity accounts of the Borrower, and such other financial information as the Bank reasonably may request, in reasonable detail,
prepared and certified by an independent certified public accountant acceptable to the Bank, containing an unqualified opinion (except that for the fiscal year ended December 31, 2002, the Borrower shall have until April 30, 2003 to deliver the
foregoing audited financial 

  

 28 








 
statements, provided that internally prepared financial statements for such year are delivered by Borrower to Bank by March 31, 2003); and 
  
 (b) as soon as available, and in any event, within forty-five
(45) days following the end of each fiscal quarter, a copy of the financial statements of the Borrower regarding such fiscal quarter, including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal quarter
then ended and such other information (including nonfinancial information) as the Bank reasonably may request, in reasonable detail, prepared and certified as accurate by the Borrower; and 
  
 (c) The Bank reserves the right to request Borrower to
provide, as soon as available, and in any event, within fifteen (15) days following the end of each fiscal month, a copy of the financial statements of the Borrower regarding such fiscal month, including statement of income and budget comparison,
and statement of cash flows for the fiscal month then ended and such other information (including nonfinancial information) as the Bank reasonably may request, in reasonable detail, prepared and certified as accurate by the Borrower. 
  
 No change with respect to such accounting principles shall be
made by the Borrower without giving prior notification to the Bank. The Borrower represents and warrants to the Bank that the financial statements delivered to the Bank at or prior to the execution and delivery of this Agreement and to be delivered
at all times thereafter accurately reflect and will accurately reflect in all material respects the financial condition of the Borrower. The Bank shall have the right at all times during business hours upon reasonable notice to the Borrower and
without disruption to the Borrower’s business operation to inspect the books and records of the Borrower and make extracts therefrom. The Borrower agrees to advise the Bank immediately of any Material Adverse Change. 
  
 9.8 Supplemental Financial Statements. The Borrower
shall immediately upon receipt thereof, provide to the Bank copies of interim and supplemental reports if any, submitted to the Borrower by independent accountants in connection with any interim audit or review of the books of the Borrower.

  
 9.9 Borrowing Base Certificate. The
Borrower shall, within fifteen (15) days after the end of each month, deliver to the Bank: (i) a Borrowing Base Certificate, certified as accurate by the Borrower’s Chief Financial Officer or other senior executive and acceptable to the Bank in
its sole and absolute discretion; and (ii) a summary of revenue, expense and income, certified as accurate by the Borrower’s Chief Financial Officer or other senior executive acceptable to the Bank in its sole and absolute discretion.

  
 9.10 Budget. The Borrower shall provide
Bank, within thirty (30) days after the end of each fiscal year, a copy of the Borrower’s operating budget for the succeeding fiscal year. 
  

 29 








 9.11 Aged Accounts Schedule. The Borrower shall, within fifteen (15) days after
the end of each month, deliver to the Bank an aged schedule of the Accounts of the Borrower, listing the name and amount due from each Account Debtor and showing the aggregate amounts due from (a) 0-30 days, (b) 31-60 days, (c) 61-90 days and (d)
more than 90 days, and certified as accurate by the Borrower’s Chief Financial Officer or other senior executive. 
  
 9.12 Field Audits. The Borrower shall allow the Bank, upon reasonable notice and without disruption to the Borrower’s
operation, at the Borrower’s sole expense (not to exceed $2,500.00 each audit), to conduct one annual field examination of the Accounts of the Borrower, the results of which must be satisfactory in all material respects to the Bank in the
Bank’s reasonable discretion. The initial audit shall be performed within ninety (90) days after the date of this Agreement. The Bank will have the right to perform additional field audits at the Bank’s discretion and expense, but no more
frequently than once each calendar quarter. 
  
 9.13 Other Reports. The Borrower shall, within such period of time as the Bank may specify, deliver to the Bank such other schedules and reports as the Bank may reasonably require. 
  
 9.14 Collateral Records. Borrower shall keep full and
accurate books and records relating to the Collateral and shall mark such books and records to indicate the Bank’s Lien on the Collateral. 
  
 9.15 Notice of Proceedings. The Borrower shall, immediately after knowledge thereof shall have come to the attention of any officer
of the Borrower, give written notice to the Bank of all pending actions, suits, and proceedings before any court or governmental department, commission, board or other administrative agency that, if adversely determined, would be reasonably likely
to have a Material Adverse Change. 
  
 9.16
Notice of Default. The Borrower shall, immediately after the commencement thereof, give notice to the Bank in writing of the occurrence of an Event of Default or of any event which, with the lapse of time, the giving of notice or both, would
constitute an Event of Default hereunder. 
  
 9.17
Banking Relationship. The Borrower covenants and agrees, at all times during the term of this Agreement, to utilize the Bank as its primary bank of account and depository for all financial services, including all receipts, disbursements, cash
management and related service. 
  
 9.18
Environmental Matters. The Borrower shall immediately notify the Bank upon becoming aware of any such investigation, proceeding, complaint, order, directive, claim, citation or notice, and shall take prompt and appropriate actions to respond
thereto, with respect to any non-compliance with, or violation of, the requirements of any Environmental Law by the Borrower or the release, spill discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment,
transportation, manufacture, handling, production or disposal of any Hazardous Material or any other 

  

 30 








 
environmental, health or safety matter, which affects the Borrower or its business, operations or assets or any properties at which the Borrower has
transported, stored or disposed of any Hazardous Materials. Without limited the generality of the foregoing, the Borrower shall, following determination by the Bank that there is non-compliance, or any condition which requires any action by or on
behalf of the Borrower in order to avoid any non-compliance, with any Environmental Law, at the Borrower’s sole expense, cause an independent environmental engineer acceptable to the Bank to conduct such tests of the relevant site as are
appropriate, and prepare an deliver a report setting forth the result of such tests, a proposed plan for remediation and an estimate of the costs thereof. 
  
 10. FINANCIAL COVENANTS. 
  
 10.1 Capital. The Borrower shall at all times maintain Permanent Equity Capital of its members in the amount of Eighteen Million
Five Hundred Thousand and no/100 Dollars ($18,500,000.00). 
  
 10.2 Capital Expenditures. The Borrower shall not incur expenditures (including Capital Lease obligations) for the acquisition of fixed assets, including, but not limited to machinery, Equipment, land and
buildings, in an amount greater than Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) in the aggregate in any one fiscal year. 
  
 11. EVENTS OF DEFAULT. 
  
 The Borrower, without notice or demand of any kind, shall be in default under this Agreement upon the occurrence of any of the following events (each an
“Event of Default”). 
  
 11.1
Nonpayment of Obligations. The Borrower shall fail to make (a) any payment of principal when due or (b) any payment of interest or fees or other payment when due hereunder which failure shall continue for a period in excess of three Business
Days. 
  
 11.2 Misrepresentation. Any
representation, warranty, certificate or statement in this Agreement, the Loan Documents or any other agreement with the Bank shall be false when made. 
  
 11.3 Nonperformance. Any failure to perform or default in the performance of any covenant, condition or agreement contained in this
Agreement or in any other Loan Documents (other than monetary defaults referred to in Section 11.1 and as otherwise set forth in this Section 11) and such failure to perform or default in performance continues for a period in excess of thirty (30)
Business Days, except that a shorter cure period of ten (10) Business Days will be permitted for the delivery of any financial statements, certificates, schedules, reports, borrowing base certificates or other financial related documents required to
be delivered by Borrower to Bank. 
  
 11.4
Default under Other Agreements. Any default in the payment of principal, interest or any other sum for any other obligation beyond any period of grace provided 
  

 31 








 
with respect thereto or in the performance of any other term condition or covenant contained in any agreement (including, but not limited to any capital or
operating lease or any agreement in connection with the deferred purchase price of property or any other agreement with Bank) under which any such obligation is created, the effect of which default is to cause or permit the holder of such obligation
(or the other party to such other agreement) to cause such obligation to become due prior to its stated maturity or terminate such other agreement. 
  
 11.5 Assignment for Creditors. The Borrower makes an assignment for the benefit of creditors, fails to pay, or admits in writing
its inability to pay its debts as they mature; or if a trustee of any substantial part of the assets of the Borrower is applied for or appointed. 
  
 11.6 Bankruptcy. Any proceeding involving the Borrower, is commenced by or against the Borrower under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state government and if such proceeding was commenced against the Borrower, such proceeding is not stayed or
lifted within sixty (60) days thereafter. 
  
 11.7
Judgments. The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against the Borrower which is not fully (subject to any deductibles) covered by insurance, that is reasonably likely to
have a Material Adverse Change. 
  
 11.8 Change
in Control. Any sale, conveyance, assignment or other transfer, directly or indirectly, of any ownership interest of the Borrower, which results in any change in the identity of twenty-five percent (25%) or more of the members of the Borrower or
any change in the ownership of twenty-five percent (25%) or more of the membership interests of the Borrower or the grant of a security interest in any ownership interest of any Person, directly or indirectly controlling the Borrower, which could
result in either of such changes. 
  
 11.9
Collateral Impairment. The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien (other than a Permitted Lien) against any of the Collateral and such judgment or other process shall not have
been, within thirty (30) days from the entry thereof, (a) bonded over to the satisfaction of the Bank and appealed, (b) vacated, or (c) discharged, or the loss, theft, destruction, seizure or forfeiture. 
  
 11.10 Material Adverse Event. The occurrence of any
Material Adverse Event. 
  
 11.11 Material
Adverse Change. The occurrence of any Material Adverse Change. 
  
 12.
REMEDIES. 
  
 Upon the occurrence of an Event of Default,
the Bank shall have all rights, powers and remedies set forth in the Loan Documents, in any written agreement or 

  

 32 








 
instrument (other than this Agreement or the Loan Documents) relating to any of the Obligations or any security therefor, or as otherwise provided at law or
in equity. Without limiting the generality of the foregoing, the Bank may, at its option upon the occurrence of an Event of Default, declare its commitments to the Borrower to be terminated and all Obligations to be immediately due and payable,
provided, however, that upon the occurrence of an Event of Default under either Section 11.6, “Assignment for Creditors”, or Section 11.7, “Bankruptcy”, all commitments of the Bank to the Borrower shall immediately terminate and
all Obligations shall be automatically due and payable, all without demand, notice or further action of any kind required on the part of the Bank. The Borrower hereby waives any and all presentment, demand, notice of dishonor, protest, and all other
notices and demands in connection with the enforcement of Bank’s rights under the Loan Documents, and hereby consents to, and waives notice of release, with or without consideration of the Borrower, of any Collateral, notwithstanding anything,
contained herein or in the Loan Documents to the contrary. In addition to the foregoing: 
  
 12.1 Possession and Assembly of Collateral. The Bank may, without notice, demand or legal process of any kind, take possession of
any or all of the Collateral (in addition to Collateral of which the Bank already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of the Borrower’s premises
where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and the Bank shall have the right to store the same, in
any of the Borrower’s premises without cost to the Bank. At the Bank’s request, the Borrower will, at the Borrower’s sole expense, assemble the Collateral and make it available to the Bank at a place or places to be designated by the
Bank which is reasonably convenient to the Bank and the Borrower. 
  
 12.2 Sale of Collateral. The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as the Bank may deem proper, and the Bank may purchase any or all of the
Collateral at any such sale. The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys’ and paralegals’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the
Obligations, to the payment of the Note and/or any of the other Obligations, returning the excess proceeds, if any, to the Borrower. The Borrower shall remain liable for any amount remaining unpaid after such application, with interest. Any
notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by the Bank at least five (5) calendar days before the date of such disposition. The Borrower hereby confirms,
approves and ratifies all acts and deeds of the Bank relating to the foregoing, and each part thereof. 
  
 12.3 Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Bank to exercise remedies in a
commercially reasonable manner, the Borrower acknowledges and agrees that it is not commercially unreasonable for the Bank (a) to fail to incur expenses reasonably deemed significant by the Bank to prepare Collateral for disposition or otherwise to
complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party 

  

 33 








 
consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents
for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims
against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of
Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Borrower, for expressions of interest in acquiring
all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites
that provide for the auction of assets of the types included in the Collateral or that have the reasonable. capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to
disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Bank against risks of loss, collection or disposition of Collateral or to provide to the Bank a
guaranteed return from the collection or disposition of Collateral, or (i) to the extent deemed appropriate by the Bank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Bank in the
collection or disposition of any of the Collateral. The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Bank would not be commercially unreasonable in the
Bank’s exercise of remedies against the Collateral and that other actions or omissions by the Bank shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation upon the foregoing,
nothing contained in this Section shall be construed to grant any rights to the Borrower or to impose any duties on the Bank that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

  
 12.4 UCC and Offset Rights. The Bank
may exercise, from time to time, any and all rights and remedies available to it under the UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other
agreements between the Borrower and the Bank, and may, without demand or notice of any kind, appropriate and apply toward the payment of such of the Obligations, whether matured or unmatured, including costs of collection and attorneys’ and
paralegals’ fees, and in such order of application as the Bank may, from time to time, elect, any indebtedness of the Bank to the Borrower, however created or arising, including, but not limited to, balances, credits, deposits, accounts or
moneys of the Borrower in the possession, control or custody of, or in transit to the Bank. The Borrower, hereby waives the benefit of any law that would otherwise restrict or limit the Bank in the exercise of its right, which is hereby
acknowledged, to appropriate at any time hereafter any such indebtedness owing from the Bank to the Borrower. 
  
 12.5 Additional Remedies. Upon the occurrence and during the continuance of an Event of Default, the Bank shall have the right and
power to: 
  

 34 








 (a) instruct the Borrower at its own expense, to notify any parties obligated on any of
the Collateral, including, but not limited to, any Account Debtors, to make payment directly to the Bank of any amounts due or to become due thereunder, or the Bank may directly notify such obligors of the security interest of the Bank, and/or of
the assignment to the Bank of the Collateral and direct such obligors to make payment to the Bank of any amounts due or to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral directly from such Persons
obligated thereon; 
  
 (b) enforce collection of
any of the Collateral, including, but not limited to, any Accounts by suit or otherwise, or make any compromise or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or
renew for any period (whether or not longer than the original period) any indebtedness thereunder; 
  
 (c) take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon;

  
 (d) extend, renew or modify for one or more
periods (whether or not longer than the original period) the Note, any other of the Obligations, any obligation of any nature of any other obligor with respect to the Note or any of the Obligations; 
  
 (e) grant releases, compromises or indulgences with respect
to the Note, any of the Obligations, any extension or renewal of any of the Obligations, any security therefor, or to any other obligor with respect to the Note or any of the Obligations; 
  
 (f) transfer the whole or any part of securities which may constitute Collateral into the name of the Bank
or the Bank’s nominee without disclosing, if the Bank so desires, that such securities so transferred are subject to the security interest of the Bank, and any corporation, association, or any of the managers or trustees of any trust issuing
any of said securities, or any transfer agent, shall not be bound to inquire, in the event that the Bank or said nominee makes any further transfer of said securities, or any portion thereof, as to whether the Bank or such nominee has the right to
make such further transfer, and shall not be liable for transferring the same; 
  
 (g) vote the Collateral; 
  
 (h) make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other section of the Bankruptcy Code; provided, however, that any such action of
the Bank as set forth herein shall not, in any manner whatsoever, impair or affect the liability of the Borrower hereunder, nor prejudice, waive, nor be construed to impair, affect, prejudice or waive the Bank’s rights and remedies at law, in
equity or by statute, nor release, discharge, nor be construed to release or discharge, the Borrower, any guarantor or other Person liable to the Bank for the Obligations; and 
  

 35 








 (i) at any time, and from time to time, accept additions to, releases, reductions,
exchanges or substitution of the Collateral, without in any way altering, impairing, diminishing or affecting the provisions of this Agreement, the Loan Documents, or any of the other Obligations, or the Bank’s rights hereunder, under the Note
or under any of the other Obligations. 
  
 The
Borrower hereby ratifies and confirms whatever the Bank may do with respect to the Collateral and agrees that the Bank shall not be liable for any error of judgment or mistakes of fact or law with respect to actions taken in connection with the
Collateral. 
  
 12.6 Attorney-in-Fact. The
Borrower hereby irrevocably makes, constitutes and appoints the Bank (and any officer of the Bank or any Person designated by the Bank for that purpose) as the Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in the
Borrower’s name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Agreement, (ii) execute such financing statements and other documents and to do such other acts as the Bank may require to
perfect and preserve the Bank’s security interest in, and to enforce such interests in the Collateral, and (iii) carry out any remedy provided for in this Agreement, including, without limitation, endorsing the Borrower’s name to checks,
drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of the Borrower, changing the address of the Borrower to that
of the Bank, opening all envelopes addressed to the Borrower and applying any payments contained therein to the Obligations. The Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with
an interest and are irrevocable. The Borrower hereby ratifies and confirms all that said attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement. 
  
 12.7 No Marshaling. The Bank shall not be required to marshal any present or future collateral
security (including but not limited to this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the
extent that it lawfully may, the Borrower hereby agrees that it will not invoke any law relating to the marshaling of collateral which would be reasonably likely to cause delay in or impede the enforcement of the Bank’s rights under this
Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that
it lawfully may, the Borrower hereby irrevocably waives the benefits of all such laws. 
  
 12.8 Application of Proceeds. The Bank will within one (1) Business Day after receipt of cash or solvent credits from collection of
items of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured hereby. The Bank shall further have the exclusive right to determine how, when and what application of such payments
and such credits shall be made on the Obligations, and such determination shall be conclusive upon the Borrower. Any proceeds of any 

  

 36 








 
disposition by the Bank of all or any part of the Collateral may be first applied by the Bank to the payment of expenses incurred by the Bank in connection
with the Collateral, including attorneys’ fees and legal expenses as provided for in Section 13 hereof. 
  
 12.9 No Waiver. No Event of Default shall be waived by the Bank except in writing. No failure or delay on the part of the Bank in
exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of the Bank to exercise any remedy available to the Bank in any order. The remedies provided for herein are cumulative and not
exclusive of any remedies provided at law or in equity. The Borrower agrees that in the event that the Borrower fails to perform, observe or discharge any of its Obligations or liabilities under this Agreement or any other agreements with the Bank,
no remedy of law will provide adequate relief to the Bank, and further agrees that the Bank shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. 
  
 13. MISCELLANEOUS. 
  
 13.1 Obligations Absolute. None of the following shall
affect the Obligations of the Borrower to the Bank under this Agreement or the Bank’s rights with respect to the Collateral: 
  
 (a) acceptance or retention by the Bank of other property or any interest in property as security for the Obligations; 
  
 (b) release by the Bank of the Borrower or of all or any part
of the Collateral or of any party liable with respect to the Obligations; 
  
 (c) release extension, renewal, modification or substitution by the Bank of the Note, or any note evidencing any of the Obligations, or the compromise of the liability of any guarantor of the Obligations; or

  
 (d) failure of the Bank to resort to any other
security or to pursue the Borrower or any other obligor liable for any of the Obligations before resorting to remedies against the Collateral. 
  
 13.2 Entire Agreement. This Agreement (i) is valid, binding and enforceable against the Borrower and the Bank in accordance with
its provisions and no conditions exist as to its legal effectiveness (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and
by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)); (ii) constitutes the entire agreement between the parties; and (iii) is the final expression of the intentions of the Borrower and
the Bank. No promises, either expressed or implied, exist between the Borrower and the Bank, unless contained herein. This Agreement supersedes all 

  

 37 








 
negotiations, representations, warranties, commitments, offers, or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous
with the execution hereof. 
  
 13.3 Amendments;
Waivers. No amendment, modification, termination, discharge or waiver of any provision of this Agreement or of the other Loan Documents, or consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Bank, and then such waiver or consent shall be effective only for the specific purpose for which given. 
  
 13.4 WAIVER OF JURY TRIAL. THE BANK AND THE BORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE OR ANY OF THE OTHER OBLIGATIONS, THE
COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE BANK AND THE BORROWER ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER. 
  
 13.5 LITIGATION. TO INDUCE THE BANK TO MAKE THE LOANS, THE BORROWER IRREVOCABLY AGREES THAT ALL ACTIONS ARISING, DIRECTLY OR INDIRECTLY, AS A RESULT OR CONSEQUENCE OF THIS AGREEMENT, THE NOTE, ANY OTHER
AGREEMENT WITH THE BANK OR THE COLLATERAL, SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING THEIR SITUS IN THE CITY OF CHICAGO, ILLINOIS. THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT
HAVING ITS SITUS IN SAID CITY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO THE BORROWER AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE. 
  
 13.6 Assignability. The Bank may at any time assign the Bank’s rights in this Agreement, the Note, the Obligations, or any
part thereof and transfer the Bank’s rights in any or all of the Collateral, and the Bank thereafter shall be relieved from all liability with respect to such Collateral. The Borrower may not sell or assign this Agreement, or any other
agreement with the Bank or any portion thereof, either voluntarily or by operation of law, without the prior written consent of the Bank. This Agreement shall be binding upon the Bank and the Borrower and their respective legal representatives and
successors. All references herein to the Borrower shall be deemed to include any successors, whether immediate or remote. In the case of a joint venture or partnership, the 

  

 38 








 
term “Borrower” shall be deemed to include all joint venturers or partners thereof, who shall be jointly and severally liable hereunder.

  
 13.7 Confidentiality. The Borrower and
the Bank hereby agree and acknowledge that any and all information relating to the Borrower which is (a) furnished by the Borrower to the Bank (or to any affiliate of the Bank), and (b) non-public, confidential or proprietary in nature, shall be
kept confidential by the Bank or such affiliate in accordance with applicable law, provided, however, that such information and other credit information relating to the Borrower may be distributed by the Bank or such affiliate to the Bank’s or
such affiliate’s directors, officers, employees, attorneys, affiliates, auditors and regulators, and upon the order of a court or other governmental. agency having jurisdiction over the Bank or such affiliate, to any other party. The Borrower
and the Bank further agree that this provision shall survive the termination of this Agreement. 
  
 13.8 Binding Effect. This Agreement shall become effective upon execution by the Borrower and the Bank. If this Agreement is not
dated when executed by the Borrower, the Bank is hereby authorized, without notice to the Borrower, to date this Agreement as of the date when it was executed by the Borrower. 
  
 13.9 Governing Law. This Agreement, the Loan Documents and the Note shall be delivered and accepted
in and shall be deemed to be contracts made under and governed by the internal laws of the State of Illinois (but giving effect to federal laws applicable to national banks), and for all purposes shall be construed in accordance with the laws of
such State, without giving effect to the choice of law provisions of such State. 
  
 13.10 Enforceability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such
prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 
  
 13.11 Survival of Borrower Representations. All covenants, agreements, representations and warranties
made by the Borrower herein shall, notwithstanding any investigation by the Bank, be deemed material and relied upon by the Bank and shall survive the making and execution of this Agreement and the other Loan Documents and the issuance of the Note.
The Bank, in extending financial accommodations to the Borrower, is expressly acting and relying on the aforesaid representations and warranties. 
  
 13.12 Extensions of Facility and Note. This Agreement shall secure and govern the terms of any extensions or renewals of the
Bank’s facility hereunder and the Note pursuant to the execution of any modification, extension or renewal note executed by the Borrower and accepted by the Bank in its sole and absolute discretion in substitution for the Note. 
  

 39 








 13.13 Time of Essence. Time is of the essence in making payments of all amounts
due the Bank under this Agreement and in the performance and observance by the Borrower of each covenant, agreement, provision and term of this Agreement. 
  
 13.14 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 
  
 13.15 Facsimile Signatures. The Bank is hereby authorized to rely upon and accept as an original any
Loan Documents or other communication which is sent to the Bank by facsimile, telegraphic or other electronic transmission (each, a “Communication”) which the Bank in good faith believes has been signed by Borrower and has been delivered
to the Bank by a properly authorized representative of the Borrower, whether or not that is in fact the case. Notwithstanding the foregoing, the Bank shall not be obligated to accept any such Communication as an original and may in any instance
require that an original document be submitted to the Bank in lieu of, or in addition to, any such Communication. 
  
 13.16 Notices. Except as otherwise provided herein, the Borrower waives all notices and demands in connection with the enforcement
of the Bank’s rights hereunder. All notices, requests, demands and other communications provided for hereunder shall be in writing, sent by certified or registered mail, postage prepaid, by facsimile, telegram or delivered in person, and
addressed as follows: 
  

			
	                 If to the Borrower:
	  	 Huron Consulting Group LLC
 550 W. Van Buren
Street
 8th Floor
 Chicago, Illinois 60607
 Attention: Gary Burge
 Chief Financial Officer

 

	                 with a copy to:
	  	 Huron Consulting Group LLC
 550 W. Van Buren
Street
 8th Floor
 Chicago, Illinois 60607
 Attention: Suzanne S. Bettman
 General Counsel

 

	                 If to the Bank:
	  	 LaSalle Bank National Association
 135 South LaSalle
Street
 Chicago, Illinois 60603
 Attention: Julianne Getty
Brist
 First Vice President


  

 40 








 or, as to each party, at such other address as shall be designated by such party in a written notice to
each other party complying as to delivery with the terms of this subsection. No notice to or demand on the Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. 
  
 13.17 Indemnification. The Borrower agrees to defend
(with counsel reasonably satisfactory to the Bank), protect, indemnify and hold harmless each Indemnified Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and
distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of
attorneys who may be employees of the Bank, any parent corporation or affiliated corporation of the Bank), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based
on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or
arising out of this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement and the Loan Documents, including, but not limited to, the making or
issuance and management of the Loans, the use or intended use of the proceeds of the Loans, the enforcement of the Bank’s rights and remedies under this Agreement, the Loan Documents, the Note, any other instruments and documents delivered
hereunder, or under any other agreement between the Borrower and the Bank; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful
misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such
undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall,
together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, be added to the Obligations of the Borrower and be secured by the Collateral. The provisions of this Section 13.18 shall
survive the satisfaction and payment of the other Obligations and the termination of this Agreement. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

 41 








 IN WITNESS WHEREOF, the Borrower and the Bank have executed this Loan and Security Agreement as of the
date first above written. 
  

			
	 HURON CONSULTING GROUP LLC, a Delaware limited liability company
  

	 By:
	 	 /s/ Gary E. Holdren


	 Name:
	 	 Gary E. Holdren


	 Title:
	 	 President




  
  
  
  
 ATTEST:

  

			
	 By:
	 	 /s/ Gary L. Burge


	 Name:
	 	 Gary L. Burge


	 Title:
	 	 Vice President, Chief Financial Officer



  

			
	 Agreed and accepted:
  

	 LASALLE BANK NATIONAL ASSOCIATION, a national banking association
  

	 By:
	 	 /s/ Julianne G. Brist


	 Name:
	 	 Julianne G. Brist


	 Title:
	 	 First Vice President











 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT 
  
 This First Amendment to Loan and Security Agreement (the
“Amendment”) is executed as of January 28, 2004, by and between HURON CONSULTING GROUP LLC, a Delaware limited liability company whose address is 550 West Van Buren Street, Chicago, Illinois 60607 (the “Borrower”),
and LaSalle Bank National Association, a national banking association whose address is 135 South LaSalle Street, Chicago, Illinois 60603 (the “Bank”), with reference to the following facts: 
  
 RECITALS: 
  

	A.	Borrower and Bank entered into that certain Loan and Security Agreement (the “Loan Agreement”) dated January 31, 2003, whereby Bank agreed to provide Borrower a
secured, revolving loan in the principal amount not to exceed $5,000,000.00 (the “Revolving Loan”), with a maturity date of January 31, 2004. 

  

	B.	Borrower has requested, and Bank has agreed, to (i) increase the principal amount of the Revolving Loan to be $6,500,000.00, and (ii) amend the Loan Agreement to extend the maturity
date of the Revolving Loan to February 29, 2004, all upon the terms and conditions contained in this Amendment. 

  
 NOW, THEREFORE, for valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

  

	1.	Recitals and Certain Definitions. The Recitals set forth above are true and correct and are incorporated into this Amendment by this reference as if they were fully
set forth herein. Unless the context requires otherwise, terms defined in the Loan Agreement shall have the same meaning in this Amendment. The term “Loan Agreement” as defined therein and in the other Loan Documents shall mean the Loan
Agreement as amended, including by this Amendment. 

  

	2.	Modifications to Loan Agreement. Each of the following definitions in Section 1.1 of the Loan Agreement are hereby amended to read as follows:


  
 “Borrowing Base
Amount” shall mean the lesser of (i) an amount equal to seventy-five (75%) of the net amount of the Eligible Accounts, or (ii) Six Million Five Hundred Thousand and 00/100 Dollars ($6,500,000.00). 
  
 “Revolving Loan Amount” shall mean Six
Million Five Hundred Thousand and 00/100 Dollars ($6,500,000.00). 
  
 “Revolving Loan Maturity Date” shall mean February 29, 2004, unless extended by the Bank pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Bank in
its sole and absolute discretion in substitution of the Revolving Note. 







 Such modifications shall be evidenced by Borrower executing and delivering to Lender an Amended and
Restated Secured Revolving Line of Credit Note in form and content satisfactory to Lender (the “Amended Note”). 
  

	3.	Waiver. Borrower informed the Bank on January 27, 2004 that in January 2004, the Borrower made a certain dividend distribution (the “Distribution”) to
Huron Consulting Group, Inc. (“Huron”), which is the sole owner of Borrower, in the amount of Two Hundred Seventy-Seven Thousand and 146/100 Dollars ($277,146.00) in order to permit Huron to pay legal fees owing to the law firm of
Skadden Arps Slate Meagher & Flom for work done for the benefit of Borrower. Borrower advised Bank that the distribution would cause Borrower to be in default of Section 8.6(b) of the Loan Agreement and has requested that Bank waive compliance
with such Section solely for purposes of this specific default. Bank hereby agrees to waive compliance with Section 8.6(b) for purposes of the default of Borrower described in this Section. Such waiver, however, shall not be construed to permit or
waive future defaults of this covenant or any other covenant in the Loan Agreement. 

  

	4.	Scope of Amendment. This Amendment does not limit the rights of Bank with respect to any other loan documents or any other loan or other relationship to which the
Borrower or Bank may be parties determined, in each case, after giving effect to any amendments in connection with this Amendment. 

  

	5.	Reaffirmation of Obligations. Borrower (i) reaffirms all of its obligations under the Loan Documents to which it is a party, (ii) acknowledges that it has no claims,
offsets, or defenses with respect to the payment of sums due under the Loan Agreement or any other Loan Document, (iii) acknowledges and consents to the modifications required pursuant to this Amendment, and (iv) acknowledges that, except as
otherwise provided herein, each of the other Loan Documents is hereby ratified and confirmed and remains in full force and effect. 

  

	6.	Reaffirmation of Warranties and Representations. Borrower hereby represents and warrants to Bank that (a) all representations and warranties contained in the Loan
Documents are true and correct as of the date hereof except to the extent such representation or warranty expressly relates to an earlier date, (b) as of the date hereof Borrower is in full compliance with the covenants contained in each of the Loan
Documents, except for the covenant violation which is being waived by Bank pursuant to Section 3 above and any other covenant violation heretofore expressly waived by the Bank in writing, and (c) as of the date hereof there exists no Event of
Default or any condition that, with the giving of notice or lapse of time or both, would constitute an Event of Default under any of the Loan Documents, except for the default waived in Section 3 above or any other defaults heretofore expressly
waived by the Bank in writing. 

  

	7.	Borrower Authorization. Borrower hereby authorizes Bank to file such financing statements and extensions as Bank from time to time deems necessary or desirable to
continue the perfection of its security interest in the Collateral. 

  

 2 









	8.	Conditions to Effectiveness of Amendment. The effectiveness of this Amendment is subject to Borrower’s satisfaction of the following conditions:


  
 (a) Amendment. Borrower shall have
delivered to Bank a duly executed counterpart of this Amendment. 
  
 (b) Amended and Restated Secured Revolving Line of Credit Note. Borrower shall have delivered to Bank a duly executed copy of the Amended Note. 
  

(c) Other Documents. Borrower shall have delivered to Bank all other documents, certificates and agreements as Bank may request to accomplish
the purposes of this Amendment, including without limitation certified corporate resolutions and certificates and good standing certificates. 
  
 (d) No Defaults. As of the date of this Amendment, no Event of Default under the the Loan Agreement or any of the Loan Documents shall have
occurred or be continuing, except for the default waived in Section 3 above or any other defaults heretofore expressly waived by the Bank in writing. 
  

	9.	Counterparts. This document may be executed in counterparts, which taken together shall be considered one and the same instrument. 

  
 [EXECUTION PAGES FOLLOW] 
  

 3 








 IN WITNESS WHEREOF, the undersigned have executed this First Amendment, to Loan and Security
Agreement as of the date first above written. 
  
 BORROWER: 
  

							
	 ATTEST:
	  	 HURON CONSULTING GROUP LLC, a
 Delaware
limited liability company
  

	 By:
	  	 /s/ S. Bettman

	  	 By:
	  	 /s/ Gary L. Burge


	 Name:
	  	 S. Bettman

	  	 Name:
	  	 Gary L. Burge


	 Title:
	  	 General Counsel

	  	 Title:
	  	 CFO



  
 BANK: 
  
 LASALLE BANK NATIONAL ASSOCIATION, 
 a national banking association 
  

							
	 By:
	  	 /s/ Julianne G. Brist, FVP

	  	 	  	 
	 Name:
	  	 Julianne G. Brist

	  	 	  	 
	 Title:
	  	 First Vice President

	  	 	  	 

  







 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT 
  
 This Second Amendment to Loan and Security Agreement (the
“Amendment”) is executed as of February 11, 2004, by and between HURON CONSULTING GROUP LLC, a Delaware limited liability company whose address is 550 West Van Buren Street, Chicago, Illinois 60607 (the “Borrower”),
and LaSalle Bank National Association, a national banking association whose address is 135 South LaSalle Street, Chicago, Illinois 60603 (the “Bank”), with reference to the following facts: 
  
 RECITALS: 
  

	A.	Borrower and Bank entered into that certain Loan and Security Agreement (the “Loan Agreement”) dated January 31, 2003, whereby Bank agreed to provide Borrower a
secured, revolving loan in the principal amount not to exceed $5,000,000.00 (the “Revolving Loan”), with a maturity date of January 31, 2004. 

  

	B.	Pursuant to a First Amendment to Loan and Security Agreement dated January 28, 2004 (the “First Amendment”), Borrower and Bank agreed to amend the Loan Agreement to, among
other things, (i) increase the principal amount of the Revolving Loan to be $6,500,000.00; and (ii) extend the maturity date of the Revolving Loan to February 29, 2004. 

  

	C.	Borrower has requested, and Bank has agreed to, further amend the Loan Agreement to (i) increase the principal amount of the Revolving Loan to be $15,000,000.00, (ii) extend the
maturity date of the Revolving Loan to February 10, 2005, and (iii) permit certain advances under the Revolving Loan to be made on Eligible Work in Process (as defined below), all upon the terms and conditions contained in this Amendment.


  
 NOW, THEREFORE, for valid consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  

	1.	Recitals and Certain Definitions. The Recitals set forth above are true and correct and are incorporated into this Amendment by this reference as if they were fully
set forth herein. Unless the context requires otherwise, terms defined in the Loan Agreement shall have the same meaning in this Amendment. The term “Loan Agreement” as defined therein and in the other Loan Documents shall mean the Loan
Agreement as amended, including by this Amendment. 

  

	2.	Modifications to Definitions in Loan Agreement. In order to amend the Loan Agreement in accordance with Recital C above, the following definitions in Section 1.1 of
the Loan Agreement are hereby amended to read as follows: 

  
 “Borrowing Base Amount” shall mean the lesser of (i) the sum of (a) seventy-five percent (75%) of the net amount of the Eligible Accounts and (b) thirty percent (30%) of the net amount of the Eligible
Work in Process not to exceed Three Million and 00/100 Dollars ($3,000,000.00), or (ii) Fifteen Million and 00/100 Dollars ($15,000,000.00). 







 “Eligible Work in Process” shall mean work being performed by Borrower
(and expenses being incurred on behalf of a client to the extent such expenses are reimbursable) in the ordinary course of the Borrower’s business which (i) was first commenced by the Borrower within the preceding sixty (60) days but has not
yet been invoiced; (ii) is being performed for a client whose Accounts would qualify as Eligible Accounts; and (iii) upon being invoiced by Borrower, would result in Accounts which qualify as Eligible Accounts. Any work which is Eligible Work in
Process shall cease to be Eligible Work in Process whenever it ceases to meet anyone of the foregoing requirements. 
  
 “Revolving Loan Amount” shall mean Fifteen Million and 00/100 Dollars ($15,000,000.00). 
  
 “Revolving Loan Maturity Date” shall mean
February 10, 2005, unless extended by the Bank pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Bank in its sole and absolute discretion in substitution of the Revolving Note. 
  
 Such modifications shall be evidenced by Borrower executing and delivering to Lender a Second
Amended and Restated Secured Revolving Line of Credit Note in form and content satisfactory to Lender (the “Amended Note”). 
  

	3.	Covenants Regarding Distributions and Compensation. Section 8.6, which contains a covenant regarding distributions of the Borrower, and Section 8.10, which contains a
covenant regarding compensation to the equity members of the Borrower, are hereby deleted from the Loan Agreement. 

  

	4.	Aging Schedule. Section 9.11 of the Loan Agreement is hereby amended to add the following sentence at the end of such Section: 

  
 “Such schedule shall also include an aging of Eligible Work in Process,
in the same format and providing the same information as required in this Section 9.11 for Accounts.” 
  

	5.	Field Audits. Section 9.12 of the Loan Agreement is hereby amended to read as follows: 

  
 9.12 Field Audits. The Borrower shall allow the Bank, upon reasonable notice and without disruption
to the Borrower’s operation, at the Borrower’s sole expense (not to exceed $10,000.00 each audit), to conduct one annual field examination of the Accounts of the Borrower, the results of which must be satisfactory in all material respects
to the Bank in the Bank’s reasonable discretion. The annual field audit shall be performed after June 15, 2004. The Bank will have the right to perform additional field audits at the Bank’s discretion and expense, but no more frequently
than one each calendar quarter. 
  

 2 









	6.	Quarterly Compliance Certificate. Section 9.13 of the Loan Agreement is hereby amended to read in its entirety as follows: 

  
 9.13 Quarterly Compliance Certificate and Other
Reports. The Borrower shall on a quarterly basis, but no later than 45 days after the end of each fiscal quarter, deliver to Bank a compliance certificate in form and substance satisfactory to Bank executed by the chief financial officer of
Borrower. The Borrower shall, within such period of time as the Bank may specify, deliver to the Bank such other certificates, schedules and reports as the Bank may reasonably require. 
  

	7.	Capital Expenditures. Section 10.2 of the Loan Agreement is hereby amended to read in its entirety as, follows: 

  
 10.2 Capital Expenditures. The Borrower shall not
incur expenditures (including Capital Lease obligations) for the acquisition of fixed assets, including, but not limited to machinery, Equipment, land and buildings, in an amount greater than Seven Million Five Hundred Thousand and 00/100 Dollars
($7,500,000.00) in the aggregate in any one fiscal year (excluding any such expenditures for which the Borrower is reimbursed by its landlord). 
  

	8.	Administrative Fee; Other Fees and Costs. As a condition to Bank entering into this Amendment, the Borrower shall have paid to the Bank a one-time non-refundable
administrative fee in the amount of Thirty-Seven Thousand Five Hundred and 00/100 Dollars ($37,500.00), payable whether or not the Revolving Loan is funded. In the event of any further renewal or extension of the Revolving Loan, the parties may
negotiate additional administrative fees as a condition to any such renewal or extension. Borrower shall also pay all reasonable attorneys’ fees and costs and other out-of-pocket costs incurred by Bank in connection with this Amendment and the
First Amendment. 

  

	9.	Scope of Amendment. This Amendment does not limit the rights of Bank with respect to any other loan documents or any other loan or other relationship to which the
Borrower or Bank may be parties determined, in each case, after giving effect to any amendments in connection with this Amendment. 

  

	10.	Reaffirmation of Obligations. Borrower (i) reaffirms all of its obligations under the Loan Documents to which it is a party, (ii) acknowledges that it has no claims,
offsets, or defenses with respect to the payment of sums due under the Loan Agreement or any other Loan Document, (iii) acknowledges and consents to the modifications required pursuant to this Amendment, and (iv) acknowledges that, except as
otherwise provided herein, each of the other Loan Documents is hereby ratified and confirmed and remains in full force and effect. 

  

	11.	 Reaffirmation of Warranties and Representations. Borrower hereby represents and warrants to Bank that (a) all representations and warranties 



  

 3 









	 	 
contained in the Loan Documents are true and correct as of the date hereof as if made on the date hereof except to the extent such representation or warranty
expressly relates to an earlier date, (b) as of the date hereof Borrower is in full compliance with the covenants contained in each of the Loan Documents, except for the covenant violation which was waived by Bank under the First Amendment and any
other covenant violation heretofore expressly waived by the Bank in writing, and (c) as of the date hereof there exists no Event of Default or any condition that, with the giving of notice or lapse of time or both, would constitute an Event of
Default under any of the Loan Documents, except for the default waived in the First Amendment or any other defaults heretofore expressly waived by the Bank in writing. 


  

	12.	Borrower Authorization. Borrower hereby authorizes Bank to file such financing statements and extensions as Bank from time to tune deems necessary or desirable to
continue the perfection of its security interest in the Collateral. 

  

	13.	Conditions to Effectiveness of Amendment. The effectiveness of, this Amendment is subject to Borrower’s satisfaction of the following conditions:


  
 (a) Amendment. Borrower
shall have delivered to Bank a duly executed counterpart of this Amendment. 
  
 (b) Second Amended and Restated Secured Revolving Line of Credit Note. Borrower shall have delivered to Bank a duly executed copy of the Amended Note. 
  
 (c) Fees. Borrower shall have paid the administrative
fee set forth in Section 8 above. 
  
 (d) Other
Documents. Borrower shall have delivered to Bank all other documents, certificates and agreements as Bank may request to accomplish the purposes of this Amendment, including without limitation certified corporate resolutions and certificates and
good standing certificates. 
  
 (e) No
Defaults. As of the date of this Amendment, no Event of Default under the Loan Agreement or any of the Loan Documents shall have occurred or be continuing, except for the default waived under the First Amendment or any other defaults heretofore
expressly waived by the Bark in writing. 
  

	14.	Counterparts. This document may be executed in counterparts, which taken together shall be considered one and the same instrument. 

  
 [EXECUTION PAGE FOLLOWS] 
  

 4 








 IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Loan and Security
Agreement as of the date first above written. 
  
 BORROWER: 
  

							
	 ATTEST:
	 	 HURON CONSULTING GROUP LLC, a
 Delaware limited liability company

	 	 	 	 	 	 	 
	 By:
	 	 /s/ Ronald L. Provenzano            
	 	 By:
	 	 /s/ Gary L. Burge            

	 	 	
	 	 	 	

	 Name:
	 	 Ronald L. Provenzano            
	 	 Name:
	 	 Gary L. Burge            

	 	 	
	 	 	 	

	 Title:
	 	 Secretary            
	 	 Title:
	 	 CFO            

	 	 	
	 	 	 	


  
  
 BANK: 
  

			
	 LASALLE BANK NATIONAL ASSOCIATION,
 a national banking association

	 	 	 
	 By:
	 	 /s/ Julianne G. Brist            

	 	 	

	 Name:
	 	 Julianne G. Brist            

	 	 	

	 Title
	 	 First Vice President            

	 	 	


  









 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT 
  
 This Third Amendment to Loan and Security Agreement (the
“Amendment”) is executed as of May 7, 2004, by and between HURON CONSULTING GROUP LLC, a Delaware limited liability company whose address is 550 West Van Buren Street, Chicago, Illinois 60607 (the “Borrower”), and
LASALLE BANK NATIONAL ASSOCIATION, a national banking association whose address is 135 South LaSalle Street, Chicago, Illinois 60603 (the “Bank”), with reference to the following facts: 
  
 RECITALS: 
  

	A.	Borrower and Bank entered into that certain Loan and Security Agreement (the “Loan Agreement”) dated January 31, 2003, whereby Bank agreed to provide Borrower a
secured, revolving loan in the principal amount not to exceed $5,000,000.00 (the “Revolving Loan”), with a maturity date of January 31, 2004. 

  

	B.	Pursuant to a First Amendment to Loan and Security Agreement dated January 28, 2004 (the “First Amendment”), Borrower and Bank agreed to amend the Loan Agreement
to, among other things, (i) increase the principal amount of the Revolving Loan to be $6,500,000.00, and (ii) extend the maturity date of the Revolving Loan to February 29, 2004. 

  

	C.	Pursuant to a Second Amendment to Loan and Security Agreement dated February 11, 2004, Borrower and Bank agreed to further amend the Loan Agreement to (i) increase the principal
amount of the Revolving Loan to be $15,000,000.00, (ii) extend the maturity date of the Revolving Loan to February 10, 2005, and (iii) permit certain advances under the Revolving Loan to be made on Eligible Work in Process (as defined below).


  

	D.	Borrower has requested, and Bank has agreed, to further amend the Loan Agreement to clarify the definition of the defined term used in the Borrower’s minimum equity covenant
and to modify such covenant, on the terms and conditions contained in this Amendment, 

  
 NOW, THEREFORE, for valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

  

	1.	Recitals and Certain Definitions. The Recitals set forth above are true and correct and are incorporated into this Amendment by this reference as if they were fully
set forth herein. Unless the context requires otherwise, terms defined in the Loan Agreement shall have the same meaning in this Amendment. The term “Loan Agreement” as defined therein and in the other Loan Documents shall mean the Loan
Agreement as amended, including by this Amendment. 

  

	2.	Modifications to Loan Agreement. The following definition in Section 1.1 of the Loan Agreement is hereby amended to read as follows: 

  









 “Permanent Equity Capital” shall mean the sum of paid-in capital and not
income less any distributions, determined based upon the annual audited financial statements of the Borrower provided to Bank pursuant to Section 9.7(a) of the Loan Agreement and a quarterly calculation for each fiscal quarter of Borrower prepared
in accordance with the guidelines of the Borrower’s outside accounting firm which prepared such audited financial statements. Such quarterly calculation shall be certified as accurate by the Borrower. 
  
 Section 10.1 of the Loan Agreement is hereby amended to read in its entirety as follows;

  
 10.1 Capital. The Borrower shall at all
times maintain Permanent Equity Capital of its members in the amount of Ten Million Five Hundred Thousand and no/100 Dollars ($10,500,000.00). 
  

	3.	Scope of Amendment. This Amendment does not limit the rights of Bank with respect to any other loan documents or any other loan or other relationship to which the
Borrower or Bank may be parties determined, in each case, after giving effect to any amendments in connection with this Amendment. 

  

	4.	Reaffirmation of Obligations. Borrower (i) reaffirms all of its obligations under the Loan Documents to which it is a party, (ii) acknowledges that it has no claims,
offsets, or defenses with respect to the payment of sums due under the Loan Agreement or any other Loan Document, (iii) acknowledges and consents to the modifications required pursuant to this Amendment, and (iv) acknowledges that, except as
otherwise provided herein, each of the other Loan Documents is hereby ratified and confirmed and remains in full force and effect. 

  

	5.	Reaffirmation of Warranties and Representations. Borrower hereby represents and warrants to Bank that after giving effect to this Amendment (a) all representations and
warranties contained in the Loan Documents are true and correct as of the date hereof as if made on the date hereof except to the extent such representation or warranty expressly relates to an earlier date, (b) as of the date hereof Borrower is in
full compliance with the covenants contained in each of the Loan Documents, except for the covenant violation which was waived by Bank under the First Amendment and which is being waived below and any other covenant violation heretofore expressly
waived by the Bank in writing, and (c) as of the date hereof there exists no Event of Default or any condition that, with the giving of notice or lapse of time or both, would constitute an Event of Default under any of the Loan Documents, except for
the default waived in the First Amendment or any other defaults heretofore expressly waived by the Bank in writing. Bank waives any default by Borrower occurring prior to the date hereof of Borrower’s covenant in Section 10.1 of the Loan
Agreement relating to Permanent Equity Capital. Such waiver shall not be deemed to constitute a waiver of any other defaults under the Loan Documents. 

  

 2 









	6.	Borrower Authorization. Borrower hereby authorizes Bank to file such financing statements and extensions as Bank from time to time deems necessary or desirable to
continue the perfection of its security interest in the Collateral. 

  

	7.	Conditions to Effectiveness of Amendment. The effectiveness of this Amendment is subject to Borrower’s satisfaction of the following conditions:


  

	 	(a)	Amendment. Borrower shall have delivered to Bank a duly executed counterpart of this Amendment. 

  

	 	(b)	Other Documents. Borrower shall have delivered to Bank all other documents, certificates and agreements as Bank may request to accomplish the purposes of this Amendment,
including without limitation certified corporate resolutions and certificates and good standing certificates. 

  

	 	(c)	No Defaults. As of the date of this Amendment, no Event of Default under the loan Agreement or any of the Loan Documents shall have occurred or be continuing, except for the
default waived under the First Amendment or this Amendment, or any other defaults heretofore expressly waived by the Bank in writing. 

  

	8.	Counterparts. This document may be executed in counterparts, which taken together shall be considered one and the same instrument. 

  
 [EXECUTION PAGE FOLLOWS] 
  

 3 








 IN WITNESS WHEREOF, the undersigned have executed this Third Amendment to Loan and Security
Agreement as of the date first above written. 
  
 BORROWER: 
  

							
	 ATTEST:
	  	HURON CONSULTING GROUP LLC, a
Delaware limited liability company
				
	 By:
	  	 /s/ Kimberly Miller
	  	By:	  	 /s/ Wayne E. Lipski

	 	  	
	  	 	  	

	 Name:
	  	 Kimberly Miller
	  	Name:	  	 Wayne E. Lipski

	 	  	
	  	 	  	

	 Title:
	  	 Director – Sr. Counsel
	  	Title:	  	 Controller and Assistant Treasurer

	 	  	
	  	 	  	


  
 BANK: 
  

			
	 LASALLE BANK NATIONAL ASSOCIATION,

	 a national banking association

		
	 By:
	 	 /s/ David Bacon

	 	 	

	 Name:
	 	 David Bacon

	 	 	

	 Title:
	 	 /s/ AVP            

	 	 	









 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT 
  
 This Fourth Amendment to Loan and Security Agreement (the
“Amendment”) is executed as of May 7, 2004, by and between HURON CONSULTING GROUP LLC, a Delaware limited liability company whose address is 550 West Van Buren Street, Chicago, Illinois 60607 (the “Borrower”), and
LASALLE BANK NATIONAL ASSOCIATION, a national banking association whose address is 135 South LaSalle Street, Chicago, Illinois 60603 (the “Bank”), with reference to the following facts: 
  
 RECITALS: 
  

	A.	Borrower and Bank entered into that certain Loan and Security Agreement (the “‘Loan Agreement”) dated January 31, 2003, whereby Bank agreed to provide Borrower
a secured, revolving loan in the principal amount not to exceed $5,000,000.00 (the “Revolving Loan”), with a maturity date of January 31, 2004. 

  

	B.	Pursuant to a First Amendment to Loan and Security Agreement dated January 28, 2004 (the “First Amendment”), Borrower and Bank agreed to amend the Loan Agreement to, among
other things, (i) increase the principal amount of the Revolving Loan to be $6,500,000.00, and (ii) extend the maturity date of the Revolving Loan to February 29, 2004. 

  

	C.	Pursuant to a Second Amendment to Loan and Security Agreement dated February 11, 2004, Borrower and Bank agreed to further amend the Loan Agreement to (i) increase the principal
amount of the Revolving Loan to be $15,000,000.00, (ii) extend the maturity date of the Revolving Loan to February 10, 2005, and (iii) permit certain advances under the Revolving Loan to be made on Eligible Work in Process (as defined below).


  

	D.	Pursuant to a Third Amendment to Loan and Security Agreement, Borrower and Bank agreed to further amend the Loan Agreement to clarify the definition of the defined term used in the
Borrower’s minimum equity covenant and to modify such covenant. 

  

	E.	Borrower has requested, and Bank has agreed, to further amend the Loan Agreement in connection with a potential initial public offering of the Borrower’s parent company, on the
terms and conditions contained in this Amendment. 

  
 NOW, THEREFORE, for valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  

	1.	Recitals and Certain Definitions. The Recitals set forth above are true and correct and are incorporated into this Amendment by this reference as if they were fully
set forth herein. Unless the context requires otherwise, terms defined in the Loan Agreement shall have the same meaning in this Amendment. The term “Loan Agreement” as defined therein and in the other Loan Documents shall mean the Loan
Agreement as amended, including by this Amendment. 









	2.	Modifications to Loan Agreement. The Loan Agreement is hereby amended as follows: 

  

	 	(a)	Clause (h) of the definition of “Eligible Accounts” contained in Section 1.1 is hereby amended by inserting the following text immediately after the word “part”
contained in such clause (h): “but the portion of the Accounts in excess of the amount of such setoff, counterclaim, credit, allowance, adjustment or claim that otherwise satisfies the criteria for Eligible Accounts shall be deemed Eligible
Accounts.” 

  

	 	(b)	The words “and reasonable” are hereby added after the words “good faith” in the definitions of “Material Adverse Change” and “Material Adverse
Event” in Section 1.1. 

  

	 	(c)	The fourth sentence of Section 6.2 of the Loan Agreement, entitled “Lockbox Agreement”, is hereby amended to read as follows: “The Borrower agrees that if Borrower is
in default under any of the Loan Documents, then payments made to such Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, at Bank’s discretion may be applied on
account of the Revolving Loans in accordance with the terms of this Agreement.” 

  
 In addition, the following language is added at the beginning of the seventh sentence of Section 6.2 before the words “All checks, drafts”:
“If Borrower is in default under any of the Loan Documents,”. 
  

	 	(d)	Section 6.3 is hereby amended to add the following sentence at the end of such section: “Notwithstanding the foregoing, the following shall be permitted: (i) the sale or other
disposition by Borrower of obsolete or surplus equipment; and (ii) the sale or other disposition of other assets not to exceed, either singly or in the aggregate, Five Hundred Thousand Dollars ($500,000.00) during any fiscal year, in each case so
long as the proceeds from such sale or disposition are used to repay the Loans or reinvested in replacement assets to be owned by the Borrower and subject to the Bank’s senior security interest.” 

  

	 	(e)	Section 6.8 of the Loan Agreement, entitled “Collateral in the Possession of a Warehouseman or Bailee,” is hereby replaced in its entirety with the phrase
“Intentionally omitted.” 

  

	 	(f)	The following sentence is hereby added at the end of Section 7.15 of the Loan Agreement: “The Borrower and its subsidiaries shall be permitted to maintain other deposit
accounts and other bank accounts at the Bank.” 

  

	 	(g)	Clause (i) of Section 8.2 is hereby renumbered as clause (j) of such Section, and the following language is hereby added immediately preceding such clause (j):


  

	 	“(i)	 Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other similar Liens, in each case securing obligations that are not
overdue 



  

 2 








 by more than thirty (30) days or are being reasonably and in good faith contested by Borrower by
appropriate proceedings, with adequate reserves being set aside by Borrower on its books.” 
  

	 	(h)	Section 8.3(b) is hereby amended by inserting the phrase “demand deposits,” immediately before the word “certificates” contained in such Section.


  

	 	(i)	The following clause is hereby added as Section 8.3(f) of the Loan Agreement: 

  

	 	“(f)	Investments by the Borrower in newly-formed or acquired direct or indirect wholly-owned subsidiaries of the Borrower; provided that any such subsidiary shall, as soon as reasonably
practicable after its formation or acquisition as applicable (but in no event later than thirty (30) days from such formation or acquisition), execute a joinder agreement, in form and substance reasonably satisfactory to the Bank, pursuant to which
such subsidiary becomes a party to the Loan Agreement, as a joint and several borrower under the Loan Agreement, and all references to the Borrower in the Loan Documents shall include such subsidiary, and such joinder agreement shall also provide
for such subsidiary to pledge its assets to secure the Obligations, providing Bank with a senior security interest in such assets.” 

  

	 	(j)	The following language is hereby added at the end of Section 8.4 of the Loan Agreement: “Notwithstanding the foregoing, the following shall be permitted: (i) the sale or other
disposition by Borrower of obsolete or surplus equipment; and (ii) the sale or other disposition of other assets not to exceed, either singly or in the aggregate, Five Hundred Thousand Dollars ($500,000.00) during any fiscal year, in each case so
long as the proceeds from such sale or disposition are used to repay the Loans or reinvested in replacement assets to be owned by the Borrower and subject to the Bank’s senior security interest. In addition, notwithstanding this Section 8.4 or
Sections 8.5 or 11.8 hereof, transactions necessary or appropriate to complete an initial public offering of the stock of the Borrower’s parent company, Huron Consulting Group Inc., will not result in a breach of such sections, provided that
Borrower is otherwise in compliance with this Agreement and the other Loan Documents.” 

  

	 	(k)	The following language is hereby added in Section 9.7(a) immediately preceding the text “prepared and certified by an independent certified public account acceptable to the
Bank: “with such annual audited financial statements to be”. 

  

	 	(l)	The second sentence of the last paragraph of Section 9.7 is hereby amended to add the following language at the end of such sentence after the words “of the Borrower”:
“as of the date of such financial statements.” 

  

	 	(m)	 Section 11.4 of the Loan Agreement is hereby revised to add the following language at the end of such section after the words “such other agreement”:
“, except where the amount of any such obligation(s), either singly or in the 



  

 3 









	 	 
aggregate when combined with such obligations resulting from other defaults of Borrower (whether related or unrelated), is less than One Million Dollars
($1,000,000.00).” 


  

	 	(n)	Section 11.8 of the Loan Agreement is hereby amended and restated in its entirety as follows: 

  
 “11.8 Change in Control. (a) The acquisition of ownership directly or indirectly, beneficially
or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof (collectively, the “Act”)) (other than HCG
Holdings LLC or its current or former members or their affiliates (as such term is defined in the Act)), of Equity Interests representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of the Borrower or Huron Consulting Group Inc., or any change in the direct ownership, beneficially or of record, of twenty-five percent (25%) or more of the Equity Interests of Borrower, or the grant of any security interest in any such Equity
Interests which could result in any of such changes. For purposes of this Section 11.8, “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest or the grant of any security interest in any such equity interests which
could result in any of such changes.” 
  

	3.	Scope of Amendment. This Amendment does not limit the rights of Bank with respect to any other loan documents or any other loan or other relationship to which the
Borrower or Bank may be parties determined, in each case, after giving effect to any amendments in connection with this Amendment. 

  

	4.	Reaffirmation of Obligations. Borrower (i) reaffirms all of its obligations under the Loan Documents to which it is a party, (ii) acknowledges that it has no claims,
offsets, or defenses with respect to the payment of sums due under the Loan Agreement or any other Loan Document, (iii) acknowledges and consents to the modifications required pursuant to this Amendment, and (iv) acknowledges that, except as
otherwise provided herein, each of the other Loan Documents is hereby ratified and confirmed and remains in full force and effect. 

  

	5.	Reaffirmation of Warranties and Representations. Borrower hereby represents and warrants to Bank that after giving effect to this Amendment (a) all representations and
warranties contained in the Loan Documents are true and correct as of the date hereof as if made on the date hereof except to the extent such representation or warranty expressly relates to an earlier date, (b) as of the date hereof Borrower is in
full compliance with the covenants contained in each of the Loan Documents, except for the covenant violation which was waived by Bank under the First Amendment and any other covenant violation heretofore expressly waived by the Bank in writing, and
(c) as of the date hereof there exists no Event of Default or any condition that, with the giving of notice or lapse of time 

  

 4 








 or both, would constitute an Event of Default under any of the Loan Documents, except for the default
waived in the First Amendment or any other defaults heretofore expressly waived by the Bank in writing. 
  

	6.	Borrower Authorization. Borrower hereby authorizes Bank to file such financing statements and extensions as Bank from time to time deems necessary or desirable to
continue the perfection of its security interest in the Collateral. 

  

	7.	Conditions to Effectiveness of Amendment. The effectiveness of this Amendment is subject to Borrower’s satisfaction of the following conditions:


  

	 	(a)	Amendment. Borrower shall have delivered to Bank a duly executed counterpart of this Amendment. 

  

	 	(b)	Other Documents. Borrower shall have delivered to Bank all other documents, certificates and agreements as Bank may request to accomplish the purposes of this Amendment,
including without limitation certified corporate resolutions and certificates and good standing certificates. 

  

	 	(c)	No Defaults. As of the date of this Amendment, no Event of Default under the Loan Agreement or any of the Loan Documents shall have occurred or be continuing, except for the
default waived under the First Amendment or any other defaults heretofore expressly waived by the Bank in writing. 

  

	8.	Counterparts. This document may be executed in counterparts, which taken together shall be considered one and the same instrument. 

  
 [EXECUTION PAGE FOLLOWS] 
  

 5 








 IN WITNESS WHEREOF, the undersigned have executed this Fourth Amendment to Loan and Security
Agreement as of the date first above written. 
  

			
	 BORROWER:
	  	 
		
	 ATTEST:
	  	 HURON CONSULTING GROUP LLC, a
 Delaware limited liability company

		
	 By:  /s/ Kimberly Miller
	  	 By:  /s/ Wayne E. Lipski

	
	  	

		
	 Name:  Kimberly Miller
	  	 Name:  Wayne E. Lipski

	
	  	

		
	 Title:  Director – Senior Counsel
	  	 Title:  Controller and Assistant Treasurer

	
	  	

		
	 BANK:
	  	 
		
	 LASALLE BANK NATIONAL ASSOCIATION,
 a national banking association
	  	 
		
	 By:  /s/ David Bacon
	  	 
	
	  	 
		
	 Name:  David Bacon
	  	 
	
	  	 
		
	 Title:  AVP