exh10-1.htm


    
EXHIBIT
10.1

    
 

    SEVENTH
AMENDMENT TO CREDIT AGREEMENT

    


    THIS
SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as
of September 30, 2008, to the Credit Agreement referenced below, is by and among
HURON CONSULTING GROUP INC., as Company, the Guarantors identified on the
signature pages hereto, the Lenders and BANK OF AMERICA, N.A., as Administrative
Agent (in such capacity, the “Administrative
Agent”).

    


    W I T N E
S S E T H

    


    WHEREAS,
a $240 million revolving credit facility and a $220 million term loan have been
made available to the Company pursuant to that certain Credit Agreement dated as
of June 7, 2006 (as amended and modified, including by the First Amendment dated
as of December 29, 2006, the Second Amendment dated as of February 23, 2007, the
Third Amendment dated as of May 25, 2007, the Fourth Amendment dated as of July
27, 2007, the Fifth Amendment dated as of April 1, 2008, and the Sixth Amendment
dated as of July 8, 2008, the “Credit Agreement”)
among the Company, the Guarantors identified therein, the Lenders identified
therein and the Administrative Agent;

    


    WHEREAS,
the Company has requested that the definition of “Consolidated Fixed Charges” in
Section 1.1 of the Credit Agreement be amended; and

    


    WHEREAS,
the Lenders, by act of the Required Lenders, have agreed to the requested
modification on the terms and conditions set forth herein.

    


    NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

    


    1.           Defined
Terms.  Capitalized terms used herein but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit
Agreement.

    


    2.           Amendment to Credit
Agreement.  In Section 1.1 (Definitions) of the Credit
Agreement, the defined term “Consolidated Fixed Charges” is amended by deleting
the text “(and including, for purposes hereof, all payments under earnout
obligations whether or not constituting Debt hereunder)” contained
therein.

    


    3.           Conditions
Precedent.  This Amendment shall not become effective until
receipt by the Administrative Agent of each item listed below, in each case in
form and substance reasonably satisfactory to the Administrative Agent and the
Required Lenders:

    


    (a)           Executed Amendment.
Counterparts to this Amendment from the Required Lenders, the Administrative
Agent, the Company and the other Loan Parties.

    


    (b)           Fees and
Expenses.  Payment of all reasonable costs and expenses of the
Administrative Agent, BAS and the Lenders in connection with this Amendment that
are due and payable on the date hereof (including, without limitation, the
reasonable fees and expenses of Moore & Van Allen, PLLC, counsel to the
Administrative Agent and BAS).

    


    4.           Representations and
Warranties.  The Loan Parties hereby affirm the
following:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a)           all
action necessary to authorize the execution, delivery and performance of this
Amendment has been taken;

    


    (b)           after
giving effect to this Amendment, the representations and warranties set forth in
the Credit Agreement and the other Loan Documents are true and correct in all
material respects as of the date hereof (except those which expressly relate to
an earlier period); and

    


    (c)           before
and after giving effect to this Amendment, no Default or Event of Default shall
exist.

    


    5.           Guarantors’
Acknowledgment.  Each Guarantor hereby (a) acknowledges and
consents to all of the terms and conditions of this Amendment and
(b) reaffirms that, jointly and severally together with the other
Guarantors, it guarantees the prompt payment and performance of their
obligations as provided in the Guaranty Agreement.

    


    6.           Full Force and
Effect.  Except as modified hereby, all of the terms and
provisions of the Credit Agreement and the other Loan Documents (including
schedules and exhibits thereto) shall remain in full force and
effect.

    


    7.           Fees and
Expenses.  The Company 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.

    


    8.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.

    


    9.           Governing
Law.  This Amendment shall be a contract made under and
governed by the internal laws of the State of Illinois applicable to contracts
made and to be performed entirely within such state, without regard to conflict
of laws principles.

    


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    IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above
written.

    


    
      	
              BORROWER:

            	
              HURON
      CONSULTING GROUP INC.,

            


    

    a
Delaware corporation

    


    By:  /s/ Gary L.
Burge                
                                                    

    Name:
Gary L. Burge

    Title:
Chief Financial Officer

    


    
      	
              GUARANTORS:

            	
              HURON
      CONSULTING GROUP HOLDINGS LLC,

            


    

    a
Delaware limited liability company

    
                                               
By:  /s/ Gary L.
Burge                                                                     

                                                   
Name:
Gary L. Burge

                                                   
Title:
Chief Financial Officer


    HURON
CONSULTING SERVICES LLC,

    a
Delaware limited liability company

     

                                                   
By:  /s/ Gary L.
Burge                                                                     

                                                     
Name:
Gary L. Burge

                                                     
Title:
Chief Financial Officer

                                              
WELLSPRING MANAGEMENT SERVICES LLC,

    formerly
known as SPELTZ & WEIS LLC,

    a
Delaware limited liability company

    


                                                   
By:  /s/ Gary L.
Burge                                                                     

                                                     
Name:
Gary L. Burge

                                                     
Title:
Chief Financial Officer

    

    
                                                HURON
DEMAND LLC,

    a
Delaware limited liability company

    


    By:  /s/ Gary L.
Burge                                                                     

      Name:
Gary L. Burge

      Title:
Chief Financial Officer

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    
      	
              ADMINISTRATIVE

            	
               

            


    

    
      	
              AGENT:

            	
              BANK
      OF AMERICA, N.A.,

            


    

    as
Administrative Agent

    


    By:  /s/ Michael
Brashler        
                                                      

    Name:
Michael Brashler

    Title:
Vice President


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    
      	
              LENDERS:

            	
              BANK
      OF AMERICA, N.A., as L/C Issuer, Swingline Lender and
    Lender

            


    

    


    By: /s/ David
Bacon             
                                             

    Name:
David Bacon

    Title:
VP

    


    JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

    


    By: /s/ Douglas P.
Boersma     
                                                      

    Name:
Douglas P. Boersma

    Title:
SVP

    


    FIFTH
THIRD BANK

    


    By: /s/ Susan M.
Kaminski      
                                                      

    Name:
Susan M. Kaminski

    Title:
Senior Vice President

    


    HSBC BANK
USA, NATIONAL ASSOCIATION

    


    By:                                                      

    Name:

    Title:

    


    NATIONAL
CITY BANK

    


    By: /s/ Stephanie
Kline           
 
                                                 

    Name:
Stephanie Kline

    Title:
SVP

    


    THE
PRIVATE BANK AND TRUST COMPANY

    


    By: /s/ James M.
Feldman        
                                                      

    Name:
James M. Feldman

    Title:
Managing Director

    


    RBS
CITIZENS, N.A.

    


    By: /s/ M. James Barry,
III        
                                                     

    Name: M.
James Barry, III

    Title:
Vice President

    


    SUNTRUST
BANK

    


    By: /s/ J. Matthew
Rowand     
                                                     

    Name: J.
Matthew Rowand

    Title:
Vice President


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    TD BANK,
N.A.

    


    By:                                                      

    Name:

    Title:

    


    THE
NORTHERN TRUST COMPANY

    


    By: /s/ Morgan A.
Lyons     
                                                     

    Name:
Morgan A. Lyons

                                                   
Title: Vice President