EX-10.1






EXHIBIT 10.1




TENTH AMENDMENT TO CREDIT AGREEMENT




THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 3,
2010 to the Credit Agreement referenced below is by and among HURON CONSULTING GROUP INC., as
Company, the Guarantors, the Lenders party hereto, BANK OF AMERICA, N.A., in its capacity as
issuing lender (in such capacity, the “Issuing Lender”) 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, the Sixth
Amendment dated as of July 8, 2008, the Seventh Amendment dated September 30, 2008, the Eighth
Amendment dated September 30, 2009 and the Ninth Amendment dated June 30, 2010, the “Credit
Agreement”) among the Company, the Guarantors identified therein, the Lenders identified
therein and the Administrative Agent;



WHEREAS, the Company and certain Lenders have requested certain modifications of the Credit
Agreement; and



WHEREAS, the Lenders, by act of the Required Lenders and the Issuing Lender, have agreed to
the requested modifications of the Credit Agreement 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. The defined term “Consolidated EBITDA” in Section
1.1 of the Credit Agreement is amended to read as follows:



Consolidated EBITDA means, for any period for the Company and its Subsidiaries, the
sum of (a) Consolidated Net Income, plus, (b) to the extent deducted in determining such
Consolidated Net Income, (i) Consolidated Interest Expense, plus (ii) taxes, plus
(iii) depreciation and amortization, plus (iv) non-cash stock compensation expense
(including Statement of Financial Accounting Standards No. 123 (Revised) impact), plus (v)
in the case of non-cash goodwill impairment charges and all other acquisition-related intangible
asset impairment charges (A) all such charges taken in the Fiscal Quarter ending September 30, 2009
and (B) thereafter, all such charges (excluding charges under the foregoing clause (A) above) taken
as of the end of any Fiscal Quarter for the period of four consecutive Fiscal Quarters then ending,
in an amount up to the lesser of $30,000,000 and an amount equal to fifteen percent (15%) of
Consolidated Net Worth at the end of the Fiscal Quarter immediately preceding the date of the
charge and before giving effect to any such charges, plus (vi) non-cash charges (and
subtraction of any non-cash gains) resulting from the quarterly valuation of acquisition-related
earn-outs and any other contingent assets and liabilities pursuant to Statement of Financial
Accounting Standards No. 141 (Revised) as it relates to acquisitions completed subsequent to
January 1, 2009, plus (vii) for the periods ending up to and including September 30, 2009,
non-cash compensation charges resulting from acquisition-related payments that are subsequently
redistributed by selling shareholders among themselves and to other Company employees based, in
part, on continuing employment with the Company or the achievement of personal performance
measures, in each case determined on a consolidated basis in accordance with GAAP, plus (c)
for the periods ending prior to June 30, 2009, the Stockamp Accounting Adjustments, plus
(d) for periods ending up to and including June 30, 2010, charges resulting from the settlement of
the St. Vincent litigation in an aggregate amount up to $5,000,000, plus (e) for periods
ending up to and including December 31, 2011, charges resulting from the restatement of the
Company’s financial statements for Fiscal Years 2006, 2007, 2008 and 2009, net of insurance
proceeds and other amounts recouped in connection therewith, up to $17,100,000 in Fiscal Year 2009,
up to $10,000,000 in Fiscal Year 2010 and up to $3,000,000 for Fiscal Year 2011, as shown below:



	 	 	 	 	 
	Fiscal Quarter Ending	 	Amount
	September 30, 2009
	 	 	 	$13,000,000

	December 31, 2009
	 	 	 	$4,100,000

	March 31, 2010
	 	 	 	$800,000

	June 30, 2010
	 	 	 	Up to $9,200,000

	September 30, 2010
	 	 	 	Up to $9,200,000 less amount taken in

Fiscal Quarter ending June 30, 2010

	December 31, 2010
	 	 	 	Up to $9,200,000 less amounts taken in

Fiscal Quarters ending June 30, 2010 and

September 30, 2010

	March 31, 2011
	 	 	 	Up to $3,000,000

	June 30, 2011
	 	 	 	Up to $3,000,000 less amount taken in

Fiscal Quarter ending March 31, 2011

	September 30, 2011
	 	 	 	Up to $3,000,000 less amount taken in

Fiscal Quarters ending March 31, 2011 and

June 30, 2011

	December 31, 2011
	 	 	 	Up to $3,000,000 less amount taken in

Fiscal Quarters ending March 31, 2011, June

30, 2011 and September 30, 2011







plus (f) non-cash restructuring charges taken in any period, provided that
“Consolidated EBITDA” will be reduced in any subsequent period to the extent that cash payment is
made in respect thereof, plus (g) non-cash charges relating to the settlement of Jason
Hughes v. Huron Consulting Group, Inc., Civil Action No. 09-cv-04734, pending before the Honorable
Elaine E. Bucklo in the United States District Court for the Northern District of Illinois (the
“Shareholder Class Action Settlement”), minus (h) non-cash gains from the
Shareholder Class Action Settlement. Except as otherwise expressly provided, the applicable period
shall be the four (4) consecutive Fiscal Quarters ending as of the date of determination.



3. Conditions Precedent. This Amendment shall become effective upon receipt by the
Administrative Agent of each item listed below:




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




(b) Fees and Expenses. (i) 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), (ii) payment for
the account of each Lender that executes this Amendment of an amendment fee equal to seven
and one-half basis points (0.075%) on the portion of the aggregate outstanding principal
amount of the Term Loan A provided by such Lender plus the Revolving Commitment of
such Lender, in each case after giving effectiveness of this Amendment and (iii) payment of
all other fees and expenses required to be paid to the Administrative Agent and BAS on or
before the date hereof.



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 and Affirmation. Each Guarantor hereby (a) acknowledges
and consents to all of the terms and conditions of this Amendment and (b) affirms that, jointly and
severally together with the other Guarantors, it guarantees the prompt payment and performance of
the Obligations as provided in the applicable Guaranty Agreement.



6. Affirmation of Security Interests. Each Loan Party (a) affirms that each of the
Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that
this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in
or pursuant to the Loan Documents.



7. 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.



8. 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.



9. 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.



10. 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.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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.




	 	 	COMPANY:






HURON CONSULTING GROUP INC., a Delaware corporation




By:/s/ David M. Shade

Name: David M. Shade

Title: President and COO





	 	 	GUARANTORS:






HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company




By:/s/ David M. Shade

Name: David M. Shade

Title: President and COO





HURON CONSULTING SERVICES LLC, a Delaware limited liability company




By:/s/ David M. Shade

Name: David M. Shade

Title: President and COO





WELLSPRING MANAGEMENT SERVICES LLC, formerly known as SPELTZ & WEIS LLC, a




Delaware limited liability company




By:/s/ David M. Shade

Name: David M. Shade

Title: President and COO





HURON DEMAND LLC, a Delaware limited liability company




By:/s/ David M. Shade

Name: David M. Shade

Title: President and COO





HURON TECHNOLOGIES INC., a Delaware corporation




By:/s/ David M. Shade

Name: David M. Shade

Title: President and COO





	 	 	ADMINISTRATIVE AGENT:






BANK OF AMERICA, N.A., as Administrative Agent




By:/s/ Bozena Janociak

Name: Bozena Janociak

Title: Assistant Vice President





	 	 	LENDERS:






BANK OF AMERICA, N.A., as Issuing Lender, Swingline Lender and Lender




By: /s/ David Bacon

Name: David Bacon

Title: SVP





JPMORGAN CHASE BANK, NATIONAL ASSOCIATION




By:/s/ John Runger

Name: John Runger

Title: Senior Vice President





FIFTH THIRD BANK




By: /s/ Susan M. Kaminski

Name: Susan M. Kaminski

Title: Senior Vice President





HSBC BANK USA, NATIONAL ASSOCIATION




By:/s/ John S. Sneed

Name: John S. Sneed

Title: Relationship Manager





PNC BANK, NATIONAL ASSOCIATION, successor to National City Bank




By: /s/ Jon R. Hinard

Name: Jon R. Hinard

Title: Senior Vice President





THE PRIVATE BANK AND TRUST COMPANY




By:/s/ James M. Feldman

Name: James M. Feldman

Title: MD





RBS CITIZENS, N.A.




By: /s/ Mark Wegener

Name: Mark Wegener

Title: Senior Vice President





SUNTRUST BANK




By:/s/ Jon C. Long

Name: Jon C. Long

Title: First Vice President





TD BANK, N.A.




By:       

Name:

Title:



THE NORTHERN TRUST COMPANY




By: /s/ Morgan A. Lyons

Name: Morgan A. Lyons

Title: Sr. Vice President