Exhibit 10.15(a)


    Exhibit
      10.15(a)

    
 

    SECOND
      MODIFICATION AGREEMENT

     

    This
      Second Modification Agreement (this “Amendment”)
      is
      executed as of August 29, 2005, by and among CLARK CONSULTING, INC., a Delaware
      corporation (“Borrower”),
      JP
      Morgan Chase Bank, NA, a national banking association (successor-in-interest
      by
      merger to Bank One, NA) (“Agent”),
      as
      administrative agent for itself and such other entities from time to time
      designated as “Lenders” under the Loan Agreement (herein defined) (the
“Lenders”)
      and
      such Lenders .

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      Borrower, Agent and Lenders entered into that certain Second Amended and
      Restated Credit Agreement, dated as of November 26, 2003, pursuant to which
      Lenders agreed to make available to Borrower a credit facility (as heretofore
      or
      hereafter amended, the “Loan
      Agreement”)
      (each
      capitalized term used herein, but not otherwise defined shall have the same
      meaning given to it in the Loan Agreement); and

     

    WHEREAS,
      Borrower, Agent and Lenders entered into that certain First Modification
      Agreement, dated as of November 12, 2004, pursuant to which the parties amended
      certain provisions contained in the Loan Agreement; and

     

    WHEREAS,
      Borrower, Agent and Lenders desire to increase the credit facility evidenced
      by
      the Loan Agreement by the addition of Charter One Bank, N.A. as a Lender (the
      “New
      Lender”)
      and
      amend the Loan Agreement as more particularly set forth herein; and

     

    NOW,
      THEREFORE, in consideration of the covenants, conditions and agreements
      hereinafter set forth, and for other good and valuable consideration, the
      receipt and adequacy of which are all hereby acknowledged, Borrower, Agent
      and
      the Lenders hereby covenant and agree as follows:

     

    ARTICLE
      I - FACILITY INCREASE

     

    Section
      1.1. New
      Lender.
      By its
      execution of this Agreement, New Lender is hereby added to the Loan Agreement
      as
      a Lender, and (i) confirms that it has received a copy of the Loan Agreement
      and
      the other Loan Documents, together with copies of any financial statements
      requested by New Lender and such other documents and information as it has
      deemed appropriate to make its own credit analysis and decision to enter into
      this Agreement, (ii) agrees that it will, independently and without reliance
      upon the Agent or any other Lender and based on such documents and information
      at it shall deem appropriate at the time, continue to make its own credit
      decisions in taking or not taking action under the Loan Documents, (iii)
      appoints and authorizes the Agent to take such action as agent on its behalf
      and
      to exercise such powers under the Loan Documents as are delegated to the Agent
      by the terms thereof, together with such powers as are reasonably incidental
      thereto, (iv) confirms that the execution and delivery of this Agreement by
      New
      Lender is duly authorized, (v) assumes all obligations of a Lender under the
      Loan Agreement and the other Loan Documents and agrees that it will perform
      in
      accordance with their terms all of the obligations which by the terms of the
      Loan Documents are required to be performed by it as a Lender, (vi) confirms
      that its payment instructions and notice instructions are as set forth in the
      attached Schedule
      1,
      (vii)
      confirms that none of the funds, monies, assets or other consideration being
      used to make the purchase and assumption hereunder are “plan assets” as defined
      under ERISA and that its rights, benefits and interests in and under the Loan
      Documents will not be “plan assets” under ERISA, and (viii) if applicable,
      agrees to provide the forms prescribed by the Internal Revenue Service of the
      United States certifying that New Lender is entitled to receive payments under
      the Loan Documents without deduction or withholding of any United States federal
      income taxes.

     

    Section
      1.2. Commitments;
      Notes.
      As of
      the date of this Amendment, the Commitments of the Lenders are as set forth
      on
      the amended Commitment Schedule attached hereto and Borrower shall execute
      promissory notes, in the forms attached as Exhibit
      E-2
      to the
      Loan Agreement, in favor of the Lenders in the respective amounts set forth
      on
      the Commitment Schedule. New Lender shall fund its Pro Rata Share of the
      outstanding amount of the Loans to Agent, who shall distribute such funds to
      the
      other Lenders to reflect the new Commitments as evidenced hereby.

     

    Section
      1.3. Representations
      and Warranties.
      Borrower
      hereby represents and warrants to Agent and to Lenders that (i) all
      representations and warranties made by Borrower in the Loan Agreement as of
      the
      date thereof are true and correct as of the date hereof, as if such
      representations and warranties were recited herein in their entirety and
      (ii) Borrower is not in default of any covenant or agreement contained in
      the Loan Agreement.

     

    Section
      1.4. Facility
      Fee.
      In
      consideration of the commitment of the New Lender, Borrower agrees to pay to
      New
      Lender a facility commitment fee in the amount of $10,000, which amendment
      fee
      is intended as reasonable compensation for the commitment of the New Lender
      hereunder, and for no other purpose.

     

    ARTICLE
      II - MISCELLANEOUS

     

    Section
      2.1. Conditions
      Precedent.
      As
      conditions precedent to closing this Amendment (i) Borrower, Agent, each Lender
      and Guarantor, shall have executed and delivered to Agent this Agreement, (ii)
      Borrower shall have paid to New Lender the facility commitment fee provided
      for
      in Section 1.4 above. 

     

    Section
      2.2. Continuing
      Effect.
      Except
      as modified and amended hereby, the Loan Agreement and other Loan Documents
      are
      and shall remain in full force and effect in accordance with their
      terms.

     

    Section
      2.3. Binding
      Agreement.
      This
      Amendment shall be binding upon, and shall inure to the benefit of, the parties’
respective representatives, successors and assigns.

     

    Section
      2.4. Nonwaiver
      of Events of Default.
      Neither
      this Amendment nor any other document executed in connection herewith
      constitutes or shall be deemed (a) a waiver of, or consent by Agent or any
      Lender to, any default or event of default which may exist or hereafter occur
      under any of the Loan Documents, (b) a waiver by Agent or any Lender of any
      of Borrower’s obligations under the Loan Documents, or (c) a waiver by
      Agent or any Lender of any rights, offsets, claims, or other causes of action
      that Lender may have against Borrower.

     

    Section
      2.5. No
      Defenses.
      Borrower, by its execution of this Amendment, hereby declares that to its
      knowledge, it has no set-offs, counterclaims, defenses or other causes of action
      against Agent or any Lender arising out of the Loan Documents, any documents
      mentioned herein or otherwise.

     

    Section
      2.6. Payment
      of Expenses.
      Borrower agrees to pay to Agent the reasonable attorneys’ fees and expenses of
      Agent’s counsel and other expenses incurred by Agent in connection with this
      Amendment.

     

    Section
      2.7. Counterparts.
      This
      Amendment may be executed in several counterparts, all of which are identical,
      each of which shall be deemed an original, and all of which counterparts
      together shall constitute one and the same instrument, it being understood
      and
      agreed that the signature pages may be detached from one or more of such
      counterparts and combined with the signature pages from any other counterpart
      in
      order that one or more fully executed originals may be assembled.

     

    Section
      2.8. Choice
      of Law.
      THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT FEDERAL LAWS PREEMPT THE LAWS OF
      THE
      STATE OF ILLINOIS.

     

    Section
      2.9. Entire
      Agreement.
      This
      Amendment, together with the other Loan Documents, contain the entire agreements
      between the parties relating to the subject matter hereof and thereof. This
      Amendment and the other Loan Documents may be amended, revised, waived,
      discharged, released or terminated only by a written instrument or instruments,
      executed by the party against which enforcement of the amendment, revision,
      waiver, discharge, release or termination is asserted. Any alleged amendment,
      revision, waiver, discharge, release or termination which is not so documented
      shall not be effective as to any party.

     

    THIS
      AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
      THE
      PARTIES RELATED TO THE SUBJECT MATTER HEREIN CONTAINED AND MAY NOT BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
      OF THE PARTIES.
      THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Amendment is executed effective as of the date first
      written above.

     

    BORROWER:

     

    CLARK
      CONSULTING, INC., a Delaware corporation

     

    By: 
/s/
      Thomas M. Pyra

          

                            Print
      Name: 
Thomas M. Pyra

       

                            Title: 
      President

       

     

    102
      S.
      Wynstone Park Drive, Suite 200

    N.
      Barrington, Illinois 60010

    Attention: W.
      T.
      Wamberg, Tom Pyra 

    and
      Jeff
      Lemajeur

    Telephone:
      (847) 304-5800

    FAX:
      (847) 304-5878

     

    AGENT:

     

    JP
      Morgan
      Chase Bank, NA, a national banking association, as Agent

                            

                            By: 
/s/
      J.
      Patrick Brockette

          

    Print
      Name:  J.
      Patrick Brockette

    Title:
        Senior
      Vice President

     

    1717
      Main
      Street; Third Floor

    Dallas,
      Texas 75201

    Attention:
      Pat Brockette

    Telephone:
      (214) 290-2453

    FAX:
      (214) 290-2305

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LENDERS:

     

    


                            JPMorgan
      Chase Bank,
      NA, a national banking association

     

     

                       
                        By: 
      /s/ J.
      Patrick Brockette

                              

                            Print
      Name: J.
      Patrick Brockette 

                            Title:  Senior
      Vice President

     

    1717
      Main
      Street; Third Floor

    Dallas,
      Texas 75201

    Attention:
      Pat Brockette

    Telephone:
      (214) 290-2453

    FAX:
      (214) 290-2305

     

    LASALLE
      BANK NATIONAL ASSOCIATION,

    a
      national banking association (f/k/a LaSalle National Bank)

     

    By: 
      /s/ Brandon S. Allison      

    Print
      Name:  Brandon S. Allison     

    Title: 
      Assistant Vice President      

     

    135
      South
      LaSalle Street, Suite 209

    Chicago,
      Illinois 60603

    Attention:
      Brandon S. Allison

    Telephone:
      (312) 904-6324

    FAX:
      (312) 904-6189

     

    THE
      FROST
      NATIONAL BANK, a national banking association

     

    By: 
      /s/ Stephanie Stove      

    Print
      Name:  Stephanie Stove     

    Title: 
      Vice President      

     

    2727
      N.
      Harwood, 10th
      Floor

    Dallas,
      Texas 75201

    Attn:
      Chris Holder

    Telephone:
      (214) 515-4960

    FAX:
      (214) 515-4955

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MB
      FINANCIAL BANK, N.A., a national banking association

     

    By: 
      /s/ Maureen Janes      

    Print
      Name:  Maureen Janes     

    Title: 
      First Vice President      

     

    6111
      N.
      River Rd.

    Rosemont,
      IL 60018

    Attn:
      Maureen Janes

    Telephone:
      (847) 653-1952

    FAX:
      (847) 653-0083

     

    FIFTH
      THIRD BANK-CHICAGO

     

    By: 
      /s/ Robert D. Curtis      

    Print
      Name:  Robert D. Curtis     

    Title: 
      Vice President      

     

    Fifth
      Third Bank-Chicago

    1701
      Golf
      Road

    Tower
      1
      MD GRLM9G

    Rolling
      Meadows, IL 60008

    Attn:
      Bob
      Curtis, Vice President

    Telephone:
      847 354-7356

    FAX:
      847
      354-7310

    


    CHARTER
      ONE BANK, N.A.

     

    By: 
      /s/ Bernardo Lacayo      

    Print
      Name:  Bernardo Lacayo     

    Title: 
      Senior Vice President      

     

    Charter
      One Bank, N.a.

    71
      South
      Wacker Drive

    Suite
      2900

    Chicago,
      IL 60603

    Attn:
      Bernie Lacayo

    Telephone:
      (312) 777-3484

    FAX:
      (312) 777-3481

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONSENT
      OF GUARANTOR

     

    The
      undersigned Guarantor hereby (a) acknowledges its consent to the changes
      effected by this Agreement, (b)  ratifies and confirms all terms and
      provisions of the Unlimited Guaranty dated January 15, 1999, (c) agrees that
      such Unlimited Guaranty is and shall remain in full force and effect with
      respect to the Loans, as increased and amended hereby, (d) acknowledges
      that there are no claims or offsets against, or defenses or counterclaims to,
      the terms and provisions of and the obligations created and evidenced by such
      Unlimited Guaranty, and (e) reaffirms all agreements and obligations under
      such
      Unlimited Guaranty with respect to the Loan Agreement, the Notes, the Loans
      and
      all other documents, instruments or agreements governing, securing or pertaining
      to the Loans, as the same may be modified and increased by this
      Agreement.

     

    EXECUTED
      as of this 4th day of August, 2005.

     

    GUARANTOR:

     

    CLARK,
      INC., a Delaware corporation

     

    By: 
      /s/ Thomas M. Pyra      

    Print
      Name:  Thomas M. Pyra     

    Title: 
      President      

     

    102
      S.
      Wynstone Park Drive, Suite 200

    N.
      Barrington, Illinois 60010

    Attention: W.
      T.
      Wamberg, Tom Pyra 

    and
      Jeff
      Lemajeur

    Telephone:
      (847) 304-5800

    FAX:
      (847) 304-5878


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Commitment
      Schedule

    


    


    


    
      	
               

              Lender

               

            	
               

              Revolving
                Commitment

               

            	
               

              Commitment
                Percentage

               

            
	
              JP
                Morgan Chase Bank, N.A.

            	
              $26,401,650

            	
              29.663%

            
	
              LaSalle
                Bank, National Association

            	
              16,001,000

            	
              17.978%

            
	
              Fifth
                Third Bank - Chicago

            	
              15,000,000

            	
              16.853%

            
	
              Frost
                National Bank

            	
              12,000,750

            	
              13.483%

            
	
              Charter
                One Bank

            	
              10,000,000

            	
              11.235%

            
	
              MB
                Financial Bank, N.A.

            	
              9,600,600

            	
              10.787%

            
	
              Total:

            	
              $89,004,000

            	
              100.000%

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      1 

     

    Information
      Regarding Charter One Bank, N.A.

     

     

    Credit
      Contact:
      

     

    Name:
       Bernie
      Lacayo_______  
                   Telephone No.: (312)
      777-3484  

    Fax
      No.:
(312)
      777-3481_                    Telex
      No.:
      _______________ 

    Answerback
      email:  blacayo@charteronebank.com

     

     

    Key
      Operations Contacts: 

     

    Primary 
                           
                     
 Secondary

    Booking
      Installation:        Booking
      Installation:    

    Name:
        _Curtis
      Jones        Name:
 
      Kim
      Bowers  

    Telephone
      No.:  412.867.3832   
        Telephone
      No.:  412.867.4046  

    Fax
      No.:
 412.867.2619                   
      Fax No.:  412.867.2619  

    Telex
      No.: _______________    Telex
      No.:  ___________________   

    Answerback
      email: curtis.jones@citizensbank.com  Answerback
      email:  kim.bowers@citizensbank.com   

     

     

    Payment
      Information: 

    


    (Payment) Wire
      Funds to:

    Citizens
      Bank 

    ABA#
      036-076-150

    Beneficiary:
      COB Parti Purchased

    ACCT#
      4500000134

    Ref:
      Clark Consulting, INC. 

    


    Commitment
      fees: 

    


    Charter
      One Bank, N.A.

    ABA
      241070417

    BENEFICIARY:
      Commercial Loan Operations

    BENEFICIARY
      NUMBER: 45-00000096

    SPECIAL
      INSTRUCTIONS: Credit GL #369520 RC# 8007600

    


    Other
      Instructions:  Reference:  Clark Consulting, Inc.

    
      3965584v.4