exv10w21









    Exhibit 10.21



 



    December 6, 2010



 



    Navigant Consulting, Inc.




    30 S. Wacker Drive




    Chicago, IL 60606



 


		
	    Re:  	
    First Amendment to Fourth Amended and Restated Credit Agreement,
    dated as of May 31, 2007 (as amended, restated, extended,
    supplemented or otherwise modified in writing from time to time,
    the “Credit Agreement”), among Navigant
    Consulting, Inc., a Delaware corporation, the other Borrowers
    party thereto, the Guarantors party thereto, the Lenders from
    time to time party thereto and Bank of America, N.A., as
    Administrative Agent




 



    Ladies and Gentlemen:



 



    Reference is hereby made to the Credit Agreement described
    above. Capitalized terms used herein without definition shall
    have the meanings ascribed to such terms in the Credit
    Agreement. The Loan Parties have advised the Lenders that Events
    of Default exist as a result of the Loan Parties’
    (a) failure to comply with Section 8.02 of the Credit
    Agreement by maintaining Investments in the Foreign Borrowers in
    excess of those permitted by such section, (b) failure to
    promptly notify the Lenders and the Administrative Agent of such
    failure to comply with Section 8.02 of the Credit Agreement
    as required by Section 7.03(a) of the Credit Agreement, and
    (c) incorrect certifications and representations and
    warranties as to the absence of such Events of Default resulting
    from the foregoing failures (hereafter referred to collectively
    as the “Existing Default”).



 



    The parties hereto agree that:



 



    1. The Lenders hereby waive the Existing Default. The
    waiver described in this Section 1 is a one-time waiver and
    shall be effective only in the specific circumstances provided
    for above and only for the purposes for which given.



 



    2. Schedule 8.02 to the Credit Agreement is hereby
    amended and replaced with Schedule 8.02 attached hereto; and



 



    3. Section 8.02(c) of the Credit Agreement is hereby
    amended to read as follows:



 



    (c) Investments in any Person that is a Loan Party prior to
    giving effect to such Investment; provided,
    however, that the amount of all such Investments made by
    the Domestic Loan Parties in the Foreign Borrowers shall not
    exceed $75,000,000 in the aggregate at any time outstanding,
    exclusive of Investments set forth in Schedule 8.02



 



    This letter agreement is a Loan Document. All references in the
    Credit Agreement and the other Loan Documents to the
    “Credit Agreement” shall be deemed to refer to the
    Credit Agreement as amended hereby.



 



    Except as modified hereby, all of the terms and provisions of
    the Credit Agreement and the other Loan Documents shall remain
    in full force and effect.



 



    This letter agreement shall become effective upon (i) the
    execution hereof by the Loan Parties, the Required Lenders and
    the Administrative Agent and (ii) the receipt by the
    Administrative Agent, for the














 






    account of each Lender executing this letter agreement, an
    amendment fee equal to 0.01% of each such Lender’s
    Revolving Commitment and outstanding Term Loan.



 



    This letter agreement may be executed in one or more
    counterparts, each of which shall be deemed an original, but all
    of which together shall constitute one and the same instrument.
    Delivery of executed counterparts of this letter agreement by
    telecopy or other secure electronic format (.pdf) shall be
    effective as an original.



 




    [Remainder
    of page intentionally blank.]














 






    This letter agreement shall be governed by and construed in
    accordance with the laws of the State of Illinois.



 



    Sincerely,



 








    BANK OF AMERICA, N.A.,




    as Administrative Agent



 


			
	 	    By: 
	
    /s/  Ken
    Puro









    Name:     Ken Puro








			
	 	    Title: 
	
    Vice President















 







    ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:



 


	 	 	 
	

    COMPANY:


	
 
	

NAVIGANT CONSULTING, INC.,
a Delaware corporation





By: /s/  Thomas A. Nardi






	
 
	
 
	
    Name: Thomas A. Nardi

    Title: Exec V.P. & CFO


	
 
	
 
	
 

	

    U.K. BORROWER:


	
 
	

NAVIGANT CONSULTING (EUROPE) LIMITED,
a corporation organized and existing under the laws of England and Wales





By: /s/  Julie M. Howard






	
 
	
 
	
    Name: Julie M. Howard

    Title:  President and COO

	
 
	
 
	
 

	

    CANADIAN BORROWER:


	
 
	

NAVIGANT CONSULTING LTD.,
a corporation organized and existing under the laws
of the Province of Ontario





By: /s/  Monica M. Weed






	
 
	
 
	
    Name: Monica M. Weed

    Title: Vice President




















 






	 	 	 
	

    LENDERS:


	
 
	

BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender





By: /s/  Megan M. Collins






	
 
	
 
	
    Name: Megan M. Collins

    Title:  Vice President

	
 
	
 
	
 

	
 
	
 
	

BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Lender





By: /s/  Medina Sales de Andrade






	
 
	
 
	
    Name: Medina Sales de Andrade

    Title: Vice President

	
 
	
 
	
 

	
 
	
 
	

RBS CITIZENS, N.A.,
as a Lender





By: /s/  M. James Barry, III






	
 
	
 
	
    Name: M. James Barry, III

    Title: Vice President

	
 
	
 
	
 

	
 
	
 
	

SUNTRUST BANK,
as a Lender





By: /s/  Baerbel Freudenthaler






	
 
	
 
	
    Name: Baerbel Freudenthaler

    Title: Director

	
 
	
 
	
 

	
 
	
 
	

U.S. BANK, NATIONAL ASSOCIATION,
as a Lender





By: /s/  James N. DeVries






	
 
	
 
	
    Name: James N. DeVries

    Title:  Senior Vice President

	
 
	
 
	
 

	
 
	
 
	

FIFTH THIRD BANK CHICAGO, A MICHIGAN BANKING CORPORATION,
as a Lender





By: /s/  Neil G. Mesch






	
 
	
 
	
    Name: Neil G. Mesch

    Title:  Vice President




















 






	 	 	 
	
 
	
 
	

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,
as a Lender





By: /s/  Carla Ryan






	
 
	
 
	

Name: Carla Ryan
Title: Authorised Signatory





By: /s/  David Rafferty






	
 
	
 
	
    Name: David Rafferty

    Title: Authorised Signatory

	
 
	
 
	
 

	
 
	
 
	

ASSOCIATED BANK, N.A.,
as a Lender





By: /s/  Jake Goldstein






	
 
	
 
	
    Name: Jake Goldstein

    Title: VP

	
 
	
 
	
 

	
 
	
 
	

TD BANKNORTH, NA,
as a Lender





By:     






	
 
	
 
	
    Name:

    Title:

	
 
	
 
	
 

	
 
	
 
	

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
as a Lender





By: /s/  Victor Pierzchalski






	
 
	
 
	
    Name: Victor Pierzchalski

    Title:  Authorized Signatory

	
 
	
 
	
 

	
 
	
 
	

HSBC BANK USA, N.A.,
as a Lender





By: /s/  John S. Sneed






	
 
	
 
	
    Name: John S. Sneed

    Title: Relationship Manager

	
 
	
 
	
 

	
 
	
 
	

PNC BANK, NATIONAL ASSOCIATION, SUCCESSOR TO NATIONAL CITY BANK,
as a Lender





By: /s/  Jon Hinard






	
 
	
 
	
    Name: Jon Hinard

    Title: Senior Vice President




















 






	 	 	 
	
 
	
 
	

THE NORTHERN TRUST COMPANY,
as a Lender





By: /s/  Patrick Cowan






	
 
	
 
	
    Name: Patrick Cowan

    Title: Vice President

	
 
	
 
	
 

	
 
	
 
	

FIRST BANK,
as a Lender





By: /s/  Gregory T. Beller






	
 
	
 
	
    Name: Gregory T. Beller

    Title: SVP

	
 
	
 
	
 

	
 
	
 
	

HUA NAN COMMERCIAL BANK, LTD.,
as a Lender





By:     






	
 
	
 
	
    Name:

    Title:

	
 
	
 
	
 

	
 
	
 
	

BMO CAPITAL MARKETS FINANCING, INC., solely for purposes of Section 11.19





By:     






	
 
	
 
	
    Name:

    Title:

	
 
	
 
	
 

	
 
	
 
	

BANK OF MONTREAL, solely for purposes of Section 11.19





By:     






	
 
	
 
	
    Name:

    Title: