EX-10.1



 EXHIBIT 10.1 

SECOND AMENDMENT TO CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of February 19, 2014 (this “Amendment”), is entered into among
NAVIGANT CONSULTING, INC., a Delaware corporation (the “Company”), NAVIGANT CONSULTING (EUROPE) LIMITED, a corporation organized and existing under the laws of England and Wales (the “U.K. Borrower”), NAVIGANT
CONSULTING LTD., a corporation organized and existing under the laws of the Province of Ontario (the “Canadian Borrower”, and together with the Company, the U.K. Borrower and certain other Foreign Subsidiaries of the Company party
hereto pursuant to Section 2.15 of the Credit Agreement, the “Borrowers” and, each a “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages
hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement
(defined below). 
 RECITALS 

A. The Borrowers, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement, dated as of
May 27, 2011 (as amended and modified from time to time, the “Credit Agreement”). 
 B. The parties hereto have agreed
to amend the Credit Agreement as provided herein. 
 C. In consideration of the agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows. 
 AGREEMENT

 1. Amendments. 

(a) Section 3.02. The following paragraph is hereby added at the end of Section 3.02 to read as follows: 

Each Lender at its option may make any Credit Extension to any Borrower by causing any domestic or foreign branch or Affiliate
of such Lender (each a “Designated Lender”) to make such Credit Extension (and in the case of an Affiliate, the provisions of Sections 3.01 through 3.05 and 11.04 shall apply to such Affiliate to the same extent
as to such Lender); provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Credit Extension in accordance with the terms of this Agreement; provided, however, if any
Lender or any Designated Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Designated Lender to perform its obligations hereunder or to issue,
make, maintain, fund or charge interest with respect to any Credit Extension to any Borrower who is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia then, on notice thereof by such
Lender to the Company through the Administrative Agent, and until such notice by such Lender is revoked, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension shall be suspended.
Upon receipt of such notice, the Loan Parties shall, take all reasonable actions requested by such Lender to mitigate or avoid such illegality. 







 (b) Section 8.01. The “.” at the end of clause (o) in
Section 8.01 of the Credit Agreement is hereby replaced with “; and” and a new clause (p) is hereby added immediately following clause (o) to read as follows: 

(p) Liens securing Indebtedness permitted by Section 8.03(h); provided that the Indebtedness secured thereby
shall not exceed $10,000,000 in the aggregate at any time outstanding. 
 (c) Section 8.03. Section 8.03(h)
of the Credit Agreement is hereby amended to read as follows: 
 (h) other Indebtedness in an aggregate principal amount not
to exceed $25,000,000 at any one time outstanding; and 
 2. Effectiveness; Conditions Precedent. This Amendment shall be effective
upon satisfaction of the following conditions precedent: 
 (a) Receipt by the Administrative Agent of copies of this
Amendment duly executed by the Borrowers, the Guarantors and the Required Lenders. 
 (b) Payment by the Loan Parties of the
reasonable out-of-pocket costs and expenses of the Administrative Agent, including without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC, incurred in connection with this Amendment, in each case to the extent
invoiced in reasonable detail on or prior to the Business Day immediately preceding the date hereof. 
 3. Ratification of Credit
Agreement. Each of the Loan Parties acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents, except as expressly amended by this
Amendment. This Amendment shall constitute a Loan Document. 
 4. Authority/Enforceability. Each Loan Party represents and warrants as
follows: 
 (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

 (b) This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal,
valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability. 

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental
Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment, or, if such consent is required, it has been obtained. 

(d) The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of such
Loan Party’s Organization Documents or (ii) materially violate, contravene or conflict with any Laws applicable to such Loan Party or any of its Subsidiaries. 







 5. Representations and Warranties. Each Loan Party represents and warrants to the Lenders
that after giving effect to this Amendment (a) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (b) no Default exists. 

6. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by facsimile or other secure electronic format shall be effective as an original. 

7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. 
 8. Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. 
 9. Headings. The headings of the
sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment. 

10. Severability. If any provision of any of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall
be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as
of the date first above written. 
  

							
	COMPANY:	 	 	 	NAVIGANT CONSULTING, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Lucinda M. Baier

		 		 	Name:	 	Lucinda M. Baier
		 		 	Title:	 	Executive Vice President and Chief Financial Officer
			
	U.K. BORROWER:	 		 	NAVIGANT CONSULTING (EUROPE) LIMITED,
		 		 	a corporation organized and existing under the laws
		 		 	of England and Wales
				
		 		 	By:	 	 /s/ Scott S. Harper

		 		 	Name:	 	Scott S. Harper
		 		 	Title:	 	Director
			
	CANADIAN BORROWER:	 		 	NAVIGANT CONSULTING LTD.,
		 		 	a corporation organized and existing under the laws
		 		 	of the Province of Ontario
				
		 		 	By:	 	 /s/ Lucinda M. Baier

		 		 	Name:	 	Lucinda M. Baier
		 		 	Title:	 	Vice President
			
	GUARANTORS:	 		 	NAVIGANT ECONOMICS, LLC,
		 		 	a Delaware limited liability company
				
		 		 	By:	 	 /s/ David E. Wartner

		 		 	Name:	 	David E. Wartner
		 		 	Title:	 	Vice President and Controller
			
		 		 	NCI HEALTHCARE, LLC,
		 		 	a Delaware limited liability company
				
		 		 	By:	 	 /s/ David E. Wartner

		 		 	Name:	 	David E. Wartner
		 		 	Title:	 	Vice President and Controller









							
	ADMINISTRATIVE	 	 	 	 	 	 
	AGENT:	 		 	BANK OF AMERICA, N.A.,
		 		 	as Administrative Agent
				
		 		 	By:	 	 /s/ Denise Jones

		 		 	Name:	 	Denise Jones
		 		 	Title:	 	Assistant Vice President
			
	LENDERS:	 		 	BANK OF AMERICA, N.A.,
		 		 	as a Lender, L/C Issuer, Swing Line Lender and U.K. Swing Line Lender
				
		 		 	By:	 	 /s/ Carlos Morales

		 		 	Name:	 	Carlos Morales
		 		 	Title:	 	SVP
			
		 		 	 BANK OF AMERICA, N.A. (CANADA BRANCH),

as Canadian Lender

				
		 		 	By:	 	 /s/ Sylwia Durkiewicz

		 		 	Name:	 	Sylwia Durkiewicz
		 		 	Title:	 	Vice President
			
		 		 	RBS CITIZENS, N.A., as Lender
				
		 		 	By:	 	 /s/ R. Michael Newton

		 		 	Name:	 	R. Michael Newton
		 		 	Title:	 	Senior Vice President
			
		 		 	U.S. BANK, NATIONAL ASSOCIATION, as Lender
				
		 		 	By:	 	 /s/ Kathleen D. Schurr

		 		 	Name:	 	Kathleen D. Schurr
		 		 	Title:	 	Vice President
			
		 		 	TD BANK, N.A., as Lender
				
		 		 	By:	 	 /s/ Mark Hogan

		 		 	Name:	 	Mark Hogan
		 		 	Title:	 	Senior Vice President
			
		 		 	PNC BANK, NATIONAL ASSOCIATION, as Lender
				
		 		 	By:	 	 /s/ Patrick Flaherty

		 		 	Name:	 	Patrick Flaherty
		 		 	Title:	 	Vice President








 
			
	FIFTH THIRD BANK, as Lender
		
	By:	 	 /s/ Brad McDougall

	Name:	 	Brad McDougall
	Title:	 	Vice President
	
	ASSOCIATED BANK, NATIONAL ASSOCIATION, as Lender
		
	By:	 	 /s/ Brett Miller

	Name:	 	Brett Miller
	Title:	 	SVP
	
	UNION BANK, N.A., as Lender
		
	By:	 	 /s/ Omar Vega

	Name:	 	Omar Vega
	Title:	 	AVP
	
	UNION BANK, CANADA BRANCH, as Lender
		
	By:	 	 /s/ Anne Collins

	Name:	 	Anne Collins
	Title:	 	Vice President
	
	THE NORTHERN TRUST COMPANY, as Lender
		
	By:	 	 /s/ Patrick Cowan

	Name:	 	Patrick Cowan
	Title:	 	Senior Vice President