Exhibit



Exhibit 10.1





AMENDMENT NO. 2
THIS AMENDMENT NO. 2, dated as of October 24, 2017 (this “Amendment”), of the Credit Agreement referenced below is by and among HURON CONSULTING GROUP INC., a Delaware corporation, as Borrower, the Guarantors identified herein, and BANK OF AMERICA, N.A., as Administrative Agent for and on behalf of the Lenders.  Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a credit facility has been established in favor of the Borrower pursuant to the terms of that certain Second Amended and Restated Credit Agreement dated as of March 31, 2015 (as amended and modified, the “Credit Agreement”) by and among Huron Consulting Group Inc., a Delaware corporation, as Borrower, certain subsidiaries of Huron Consulting Group Inc., as Guarantors, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent;
WHEREAS, the Borrower has requested an amendment of the Credit Agreement in certain respects; and
WHEREAS, the Required Lenders have agreed to the requested amendment on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.Amendments.
1.1In Section 1.01 (Defined Terms) the definition of “Consolidated EBITDA” is amended by inserting the following immediately after the instance of “Consolidated Net Income” in clause (b) thereof:
“and without duplication of any amounts added back in the calculation thereof”
1.2In Section 1.01 (Defined Terms) the definition of “Consolidated Net Income” is amended to read as follows:
“Consolidated Net Income” means, for any period for the Borrower and its Subsidiaries, net income (or loss) determined on a consolidated basis in accordance with GAAP, but excluding, without duplication, any non-cash goodwill impairment charge and non-cash extraordinary gains or losses and related tax effects thereon.  Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.
Section 2.Representations and Warranties, No Default.  Each of the Loan Parties hereby represents and warrants that as of the effective date of this Amendment, (i) no Default or Event of Default exists and is continuing, and (ii) all representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof, as though made on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date.
Section 3.Effectiveness.  This Amendment shall become effective on the date that the following conditions have been satisfied:
3.1Consents.  The Administrative Agent shall have received (a) signed consents to this Amendment from the Required Lenders, and (b) executed signature pages hereto from each Loan Party; and




Exhibit 10.1





3.2Fees and Expenses.   The Administrative Agent shall have received all fees required to be paid, and all expenses (including the reasonable fees and expenses of legal counsel), on or before the date hereof.
Section 4.Guarantor Acknowledgment.  Each Guarantor acknowledges and consents to all of the terms and conditions of this Amendment, affirms its Guaranteed Obligations under and in respect of the Loan Documents and agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Guarantor’s obligations under the Loan Documents, except as expressly set forth therein.
Section 5.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 6.Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
Section 7.Expenses.  The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen PLLC.
Section 8.Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 9.Effect of Amendment.  Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any other Agent, the Swing Line Lender or the L/C Issuer, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document.  Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.  Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents.  This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the effective date hereof, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.  Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby.
[Signature pages follow]










IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
	
		
	BORROWER:
	HURON CONSULTING GROUP INC.,
a Delaware corporation
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer



	GUARANTORS:
	HURON CONSULTING GROUP HOLDINGS LLC,
a Delaware limited liability company
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer



	 
	HURON CONSULTING SERVICES LLC,
a Delaware limited liability company
By:      /s/ JOHN KELLY   
Name: John Kelly
Title: EVP, CFO and Treasurer 

	 
	HURON MANAGEMENT SERVICES LLC,
formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company
By:      /s/ JOHN KELLY   
Name: John Kelly
Title: EVP, CFO and Treasurer

	 
	HURON DEMAND LLC,
a Delaware limited liability company
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer

	 
	HURON TECHNOLOGIES INC.,
a Delaware corporation
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer










AMENDMENT NO. 2
HURON CONSULTING GROUP INC.







	
		
	 
	STUDER HOLDINGS, INC.,
a Delaware corporation
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer

	 
	THE STUDER GROUP, L.L.C.,
a Florida limited liability company
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer

	 
	INNOSIGHT HOLDINGS, LLC,
a Delaware limited liability company
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer

	 
	INNOSIGHT INTERNATIONAL, LLC,
a Delaware limited liability company
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer

	 
	INNOSIGHT CONSULTING, LLC,
a Delaware limited liability company
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer

	 
	HURON AVIATION ONE LLC,
a Delaware limited liability company
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer

	 
	HURON AVIATION TWO LLC,
a Delaware limited liability company
By:      /s/ JOHN KELLY    
Name: John Kelly
Title: EVP, CFO and Treasurer






AMENDMENT NO. 2
HURON CONSULTING GROUP INC.









	
		
	ADMINISTRATIVE
AGENT:
	BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent


By:      /s/ KYLE D. HARDING    
Name: Kyle D. Harding
Title: Assistant Vice President








AMENDMENT NO. 2
HURON CONSULTING GROUP INC.