UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8–K
CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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April 1,
2008
Date of
Report (Date of earliest event reported)
_____________________
Huron
Consulting Group Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50976
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01-0666114
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation or organization)
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File Number)
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Identification
Number)
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550
West Van Buren Street
Chicago,
Illinois
60607
(Address
of principal executive offices)
(Zip
Code)
(312)
583-8700
(Registrant’s
telephone number, including area code)
_____________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On
April 1, 2008, we entered into a fifth amendment to our credit agreement
that was dated June 7, 2006 (the “Fifth Amendment to Credit Agreement”).
Pursuant to the Fifth Amendment to Credit Agreement, the maximum amount of
principal that may be borrowed was increased from $200.0 million to
$240.0 million. The Fifth Amendment to Credit Agreement also modifies
certain pricing terms and allows us to incur additional debt in the amount of
$23.0 million as described below under the amendment to the Callaway Asset
Purchase Agreement. All outstanding borrowings under the credit agreement are
due upon the expiration of the agreement on February 23, 2012, unless
repaid earlier. We are currently evaluating obtaining a larger credit
facility that may have terms different than those of the Fifth Amendment to
Credit Agreement. Alternatively, we may further modify the terms of the Fifth
Amendment to Credit Agreement, without accelerating the maturity date or
reducing the amount of the credit agreement.
Subsequent
to entering into the Fifth Amendment to Credit Agreement described above, on
April 2, 2008, we borrowed $19.0 million to pay the amount owed to the
selling shareholders of Wellspring Partners LTD, pursuant to the earn-out
provisions as outlined in Section 2.5 of the Stock Purchase Agreement by and
among Wellspring Partners LTD, the shareholders of Wellspring Partners LTD, and
Huron Consulting Group Holdings LLC, dated as of December 29, 2006. With
this borrowing, the aggregate amount of borrowings outstanding as of
April 2, 2008 totaled $190.0 million and bears a current
weighted-average interest rate of 4.6%.
On
July 29, 2007, we acquired Callaway Partners, LLC (“Callaway”) pursuant to
an Asset Purchase Agreement dated as of July 28, 2007 (the “Original
Agreement”). Under the terms of the Original Agreement, we acquired
substantially all of the assets of Callaway for approximately
$65.4 million, which included a working capital adjustment. As described in
Section 3.3 of the Original Agreement, additional purchase consideration in the
form of earn-out payments are payable to the selling shareholders if specific
performance targets are met over a five-year period beginning on January 1,
2008 and ending on December 31, 2012.
In an
effort to streamline integration and promote the sharing of resources across our
practices, on April 4, 2008, we entered into an amendment to the Original
Agreement (the “Amendment to Asset Purchase Agreement”) whereby we eliminated
the earn-out provision under Section 3.3 of the Original Agreement in
consideration for $23.0 million, payable in the form of a promissory note
(the “Note”). Further, the elimination of the earn-out provision will allow us
to better utilize the synergies between Callaway and Huron, as well as allowing
us to leverage off the extensive sales management experience that Callaway has.
We believe that these initiatives will in the long-term add value to all of our
practices and strengthen the Huron brand. Upon delivery of the Note to the
selling shareholders, Sections 3.3, 3.4 and 3.5 of the Original Agreement were
terminated in their entirety. The Note matures on August 31, 2008 and bears
an initial interest rate of 5% per annum and increases to 8% per annum on
July 1, 2008. We may elect to extend the maturity date of the Note until
January 31, 2009. If we make such an election, the interest rate will
increase to 14% per annum beginning on September 1, 2008.
The
foregoing descriptions are qualified in their entirety by reference to the text
of the Fifth Amendment to Credit Agreement and the Amendment to Asset Purchase
Agreement, copies of which are filed as exhibits to this Current Report on Form
8-K.
In
addition to historical information, this Current Report on Form 8-K contains
forward-looking statements as defined in Section 21E of the Securities Exchange
Act of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are identified by words such as “may,” “should,”
“could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” or
“continue.” These forward-looking statements reflect our current expectation
about our future performance or achievements.
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These
statements involve known and unknown risks, uncertainties and other factors that
may cause actual performance or achievements to be materially different from any
expressed by these forward-looking statements. Please see “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2007 and in
other documents that we file with the Securities and Exchange Commission for a
complete description of the material risks we face.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information from Item 1.01 above is incorporated herein by reference in its
entirety.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit 2.1
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Amendment
to Asset Purchase Agreement, dated as of April 4, 2008, by and among
CP4 Warbird Holdings, LLC (f/k/a Callaway Partners, LLC), Huron Demand
LLC, and certain of the current and former members of CP4 Warbird
Holdings, LLC.
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Exhibit 10.1
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Fifth
Amendment to Credit Agreement, dated as of April 1,
2008.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Huron
Consulting Group Inc.
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(Registrant)
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Date:
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April 7,
2008
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/s/
Gary L. Burge
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Gary
L. Burge
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Vice
President,
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Chief
Financial Officer and Treasurer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
2.1
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Amendment
to Asset Purchase Agreement, dated as of April 4, 2008, by and among
CP4 Warbird Holdings, LLC (f/k/a Callaway Partners, LLC), Huron Demand
LLC, and certain of the current and former members of CP4 Warbird
Holdings, LLC.
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Exhibit
10.1
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Fifth
Amendment to Credit Agreement, dated as of April 1,
2008.
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EXHIBIT
2.1
AMENDMENT TO ASSET PURCHASE
AGREEMENT
This
AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of April 4, 2008, is entered
into by and among CP4 Warbird Holdings, LLC (f/k/a Callaway Partners, LLC), a
Georgia limited liability company (“Seller”), Huron
Demand LLC, a Delaware limited liability company (“Purchaser”), and
certain of the current and former members of Seller listed on the signature
pages hereto (collectively, “Guarantors”). Certain
capitalized terms used herein shall have the meaning ascribed them in the
Original Agreement (as defined herein).
W I T N E S S E T
H:
WHEREAS,
the Parties hereto entered in that certain Asset Purchase Agreement dated as of
July 28, 2007 (the “Original Agreement”);
WHEREAS,
the Parties are desirous of amending the Original Agreement by the execution of
this amendment (the “Amendment”).
NOW
THEREFORE, in consideration of the foregoing and the respective covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Earn-Out
Payment. In full payment of the Purchaser's obligations to
make Earn-Out Payments to Seller as described in Section 3.3 of the Original
Agreement, Purchaser is delivering to Seller concurrently with the execution
hereof a promissory note for the sum of $23,000,000 in the form attached hereto
as Exhibit A (the "Note"). Upon delivery of the Note, Sections 3.3
and 3.5 of the Original Agreement shall be terminated in their entirety and the
obligation of Purchaser to make Earn-Out Payments shall become null and
void. Seller hereby agrees and represents that the entire amount
payable pursuant to the Note ($23,000,000 together with interest as provided in
the Note), when received by Seller, shall be distributed by Seller (i) only
to the Class A and Class B Members of the Seller as of the date of this
Amendment, and (ii) in accordance with the provisions of the Seller’s Operating
Agreement in effect as of the date of this Amendment. Further,
Seller hereby agrees and represents that, to the knowledge of Seller, the
Class A and Class B Members of Seller will not share any portion of
the amount payable pursuant to the Note ($23,000,000 together with interest as
provided in the Note) with any employee of the Purchaser in the form of
compensation for services provided or to be provided to Purchaser.
2. Sales Attribution
Payments. In addition, upon delivery of the Note, Section 3.4
of the Original Agreement shall be terminated in its entirety effective January
1, 2008 and the obligation of Purchaser to pay the Sales Attribution Amount
shall become null and void.
3. Accounts
Receivable. The parties acknowledge that Purchaser has
previously paid to Seller all sums due pursuant to Section 3.6 of the Original
Agreement in settlement of the accounts receivable as described
therein. As further required by Section 3.6 of the Original
Agreement, Seller agrees to promptly transfer to Purchaser all remaining unpaid
Accounts Receivable (or accounts receivable for which there are no applicable
reserves) pursuant to a special purpose bill of sale in the form of Exhibit
B. The aforesaid bill of sale will be delivered to Seller
concurrently with the execution hereof.
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4. Survival of Representations
and Warranties; Indemnity. In consideration for the agreement
of the parties set forth above, Section 12.1 of the Original Agreement is hereby
amended to terminate the period of survivability of all representations and
warranties effective as of the date of this Amendment; provided however, that the
survivability of the representations and warranties contained in Section 4.15 of
the Original Agreement (and the corresponding indemnification obligation of the
Seller with respect thereto under Section 12.2 of the Original Agreement) shall
continue under Section 12.1 of the Original Agreement, without modification,
after the date of this Amendment. In addition, in consideration for
the mutual undertakings of the parties hereunder, the obligation of
the Seller and the Guarantors to indemnify the Purchaser Indemnified Parties as
set forth in Section 12.2(a) and (c) of the Original Agreement is also hereby
terminated, except that the Seller and Guarantors shall continue to indemnify
Purchaser under Section 12.2 of the Original Agreement for all Losses incurred
in connection with, arising out of, or resulting from: (i) the matter entitled
Harriet Bell, et.al.
v. Callaway Partners, LLC currently pending in the Northern District of
Georgia, Atlanta Division, civil action number 1:06-CV-1993-CC (the “Bell Case”)
or any cause of action related thereto or arising from the facts alleged
thereunder, (ii) any breach or inaccuracy of any representation or warranty made
by Seller or Guarantors in Section 4.15 of the Original Agreement, and (iii) any
Taxes of the type described in clause (f) of the definition of Excluded
Obligations. For the avoidance of doubt, the obligation of Seller and
Guarantors under Section 12.2(b) of the Original Agreement shall not be affected
hereby, although the obligation to indemnify under Section 5 of this Amendment
is specifically excluded from the scope of Section 12.2(b).
5. Insurance Coverage and
Reimbursement of Deductible. Purchaser agrees to maintain
professional liability insurance covering the Completed Engagements and Seller’s
performance under the In-Process Engagements to the extent occurring prior to
the Closing Date (collectively, the “Covered Engagements”). If a
claim is made after the date hereof by a third party in respect of the Covered
Engagements by July 27, 2009, and such claim results in a Loss by Purchaser or a
Purchaser Indemnified Party, Seller agrees to reimburse Purchaser or the
applicable Purchaser Indemnified Party for one half (1/2) of the deductible
applicable to each such Covered Engagement, provided that the reimbursement
obligation under this paragraph 5 shall not exceed $375,000 for any Covered
Engagement for which Purchaser or a Purchaser Indemnified Party incurs a
Loss. Notwithstanding the foregoing, in the event of Default (as
defined in the Note) should occur, the obligation of the Seller to indemnify
Purchaser under this provision shall terminate, regardless of whether a claim
has been made prior to the Default.
6. Acknowledgement. In
connection with and as a condition to the delivery of the Note, each of the
following persons shall execute and deliver an acknowledgement (the "Acknowledgement") to
Purchaser in the form attached hereto as Exhibit C, acknowledging that such
persons shall, after the execution of this Amendment, be placed under the bonus
plans of Huron Consulting Group, Inc. and that future bonus compensation for
such persons will not be based on the performance of Purchaser as described in
the respective Senior Management Agreement for each person:
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Jeffrey
Anderson
Bruce
Cattie
Bruce B.
Cox
Michael
Draa
Doug
Halka
David
Head
Keith
Keller
Jacqueline
O'Neil
J.
Anthony Rich
Francis
E. Scheuerell Jr.
7. Representations and
Warranties. Each of the parties hereto agrees that this
Amendment and the Note shall constitute “Related Agreements” under the Original
Agreement and the the representations and warranties of the parties as contained
in Sections 4.1 through 4.4 (with respect to the Seller) and Sections 5.1
through 5.4 (with respect to the Purchaser) shall apply to this Amendment and
the Note as of the date of this Amendment and the date of the Note,
respectively.
8. Further
Assurances. Each of the parties hereto agrees that they shall
execute and deliver such further documents, releases, assignments and other
instruments and do or cause to be done such further acts as may be necessary or
required to effectuate the purposes of this Amendment.
9. Applicable
Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Illinois without
giving effect to the principles of conflicts of law thereof.
10. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
11. Facsimile
Signatures. Any signature page delivered via a fax machine
shall be binding to the same extent as an original signature
page. Any party who delivers such a signature page agrees to later
deliver an original counterpart to any party which requests it.
[Signature
page follows]
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the date first written above.
PURCHASER:
HURON
DEMAND LLC
By: Huron
Consulting Group Holdings, LLC
Its Managing Member
By: Huron
Consulting Group, Inc.
Its
Managers
By: /s/ Daniel P. Broadhurst
Name: Daniel P.
Broadhurst
Title:
COO
SELLER:
CP4
WARBIRD HOLDINGS, LLC (f/k/a CALLAWAY PARTNERS, LLC)
By:
/s/ Bruce B.
Cox
Name:
Bruce B. Cox
Title:
/s/ Michael
Draa
Name:
Michael Draa
Title: Managing
Director
/s/ J. Anthony
Rich
Name: J.
Anthony Rich
Title:
/s/ Steve
Rogers
Name: Steve
Rogers
Title:
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HURON
CORPORATE GUARANTEE
Huron
Consulting Group Inc. hereby guarantees (i) the payment obligations of Purchaser
under the Original Agreement, as modified hereby, and under the Note, and (ii)
the due performance by Purchaser of all other obligations of Purchaser under the
Original Agreement and under the Note.
HURON
CONSULTING GROUP INC.
By: /s/
Daniel P. Broadhurst
Name: Daniel P. Broadhurst
60;
Title:
COO
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EXHIBIT
A
PROMISSORY
NOTE
$23,000,000
; April
4, 2008
FOR VALUE
RECEIVED, the undersigned, Huron Demand LLC, a Delaware limited liability
company (the “Payor”), hereby
promises to pay to the order of CP4 Warbird Holdings, LLC (f/k/a Callaway
Partners, LLC), a Georgia limited liability company (the “Payee”) the principal
amount of TWENTY-THREE MILLION DOLLARS ($23,000,000), together with interest on
the unpaid principal amount hereof from time to time outstanding at the initial
rate of 5% per annum (calculated on the basis of a year of 365 or, if
applicable, 366 days), such rate to increase automatically to 8% per annum on
July 1, 2008. The principal amount shall be payable in a single
installment of $23,000,000, which shall be due and payable, without further
notice, no later than August 31, 2008, together with accrued and unpaid interest
on the outstanding principal amount hereof (unless the Payor elects to extend
the maturity date hereof until January 31, 2009 in accordance with the terms
hereof).
Notwithstanding
anything herein to the contrary, the Payor may elect by written notice to the
Payee to extend the maturity date of this Note until January 31,
2009. If the Payor makes the foregoing election, interest shall
accrue for all periods after August 31, 2008 at a rate of interest of 14% per
annum (calculated on the basis of a year of 365 or, if applicable 366,
days).
This Note
is being delivered by the Payor to the Payee pursuant to that
certain Amendment to Asset Purchase Agreement, dated as of April 4,
2008 (the “Amendment”), by and
among the Payor, Payee, and certain of the current and former members of Payee
listed on the signature pages thereto (collectively, “Guarantors”) and is
subject to the terms and conditions thereof.
The Payor
may prepay all or any portion of this Note at any time and from time to time,
without premium or penalty.
Payments
on this Note shall be made by means of a wire transfer of immediately available
funds to a bank account designated in writing by the Payee.
If any
payment hereunder falls due on a day which is not a Business Day (which shall
mean any day other than a Saturday or Sunday on which commercial banks are
generally open for business in New York, New York), the due date for such
payment shall be extended to the next Business Day (and additional interest
shall accrue for the period of such extension).
Each of
the following shall constitute a “Default” under this Note:
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(a)
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failure
by the Payor to pay when due any principal of or interest on this
Note;
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(b)
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a
breach of any representation or warranty of Payor as contained herein or
in the Amendment, or the failure by the Payor to comply with or to perform
any other provision of this Note and continuance of such breach or failure
for ten Business Days after the Payor has received written notice thereof
from the Payee; and
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(c)
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the
Payor shall become insolvent or generally fail to pay, or admit in writing
its inability to pay, its debts as they become due; or the Payor shall
apply for, consent to, or acquiesce in the appointment of a trustee,
receiver or other custodian for it or any of its property; or, in the
absence of such application, consent or acquiescence, a trustee, receiver
or other custodian is appointed for the Payor or for a substantial part of
its property and is not discharged or dismissed within 60 days; any
bankruptcy, reorganization, liquidation or similar case or proceeding
shall be commenced by or against the Payor and, if such case or proceeding
is commenced against the Payor, it continues for 60 days undismissed; or
the Payor shall take any action to authorize, or in furtherance of, any of
the foregoing.
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If any
Default described in clause (c) of the
preceding paragraph occurs, all obligations of the Payor under this Note shall
become immediately due and payable. If any other Default occurs and
is continuing, the Payee may declare all obligations of the Payor under this
Note to be immediately due and payable, whereupon all such obligations shall
become immediately due and payable without demand, notice or presentment of any
kind.
No act of
omission or commission, delay or failure on the part of the Payee in the
exercise of any right or remedy shall operate as a waiver thereof, no acceptance
of a past due partial payment shall constitute a novation of this Note or a
reinstatement of the indebtedness evidenced hereby. Further, no
single or partial exercise by Payee of any right or remedy shall preclude other
or further exercise thereof or the exercise of any other right or remedy,
including, the right of Payee to insist upon strict compliance with the terms of
this Note. This Note may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
The Payor
irrevocably waives the right to a trial by jury in connection with any matter
arising out of this Note and, to the fullest extent permitted by applicable
law. The Payor further agrees that it is liable to the holder hereof
for all costs and expenses arising out of or related to the enforcement of this
Note, including any of the foregoing related to the collection of the
indebtedness evidenced hereby and including reasonable attorneys’
fees. Time is of the essence with respect to all of Payors'
obligations and agreements under this Note.
The
rights and privileges of the Payee hereunder shall inure to the benefit of its
successors and assigns; provided, however, that this
Note shall not be assigned by the Payee without the prior written consent of the
Payor, unless the Note is in Default in which case Payee may assign the Note
without the consent of the Payor.
This Note
shall be unsecured and shall be subordinated pursuant to that certain
Subordination Agreement between LaSalle Bank National Association, as
Administrative Agent, and Payee dated April 1, 2008.
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This Note
shall be governed by and construed in accordance with the domestic laws of the
State of Georgia without giving effect to any choice or conflict of law
provision or rule (whether of the State of Georgia or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Georgia. Payor agrees that any action by Payee to enforce
this Note may be brought in the Superior Court of Fulton or Dekalb County,
Georgia, and Payor waives any objections to the jurisdiction or venue of an
action brought in such courts.
HURON
DEMAND LLC
By: /s/ Daniel P.
Broadhurst
Name: Daniel P.
Broadhurst
Title:
COO
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EXHIBIT
10.1
FIFTH AMENDMENT TO CREDIT
AGREEMENT
This
FIFTH AMENDMENT TO CREDIT
AGREEMENT, dated as of April 1, 2008 (the "Amendment”), is executed by
and among HURON CONSULTING
GROUP INC., a Delaware corporation (the “Borrower” or the "Company"), HURON CONSULTING GROUP HOLDINGS
LLC, a Delaware limited liability company ("HCG”), HURON CONSULTING SERVICES LLC,
a Delaware limited liability company ("HCS") WELLSPRING MANAGEMENT SERVICES LLC,
formerly known as SPELTZ
& WEIS LLC, a Delaware limited liability company ("WMS"), Huron (UK) LIMITED, a UK
limited liability company ("Huron UK"), AAXIS TECHNOLOGIES, INC., a
Virginia corporation ("ATI"), FAB ADVISORY SERVICES, LLC, an
Illinois limited liability company ("FAB"), GLASS & ASSOCIATES, INC.,
a Delaware corporation ("GLASS"), GLASS EUROPE LIMITED, a United
Kingdom Private Company ("GEL"), WELLSPRING PARTNERS, LTD., a
Delaware corporation ("Wellspring"), WELLSPRING VALUATION, LTD., a
Delaware corporation ("WVL"), and KABUSHIKI KAISHA HURON CONSULTING GROUP, a
Japan business corporation ("HURON JAPAN"), and HURON DEMAND LLC, a Delaware
limited liability company (“HDL”) (each of HCG, HCS, WMS,
Huron UK, ATI, FAB, Glass, GEL, Wellspring, WVL, Huron Japan, and HDL being
referred to herein as a “Guarantor” and collectively
referred to herein as the “Guarantors”), and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent (the
"Administrative Agent"), Arranger and Lender
(“LaSalle”), JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Co-Syndication Agent and
Lender (“JPMorgan”),
FIFTH THIRD BANK, a Michigan banking
corporation, as Co-Syndication Agent and
Lender (“Fifth Third”), BANK OF
AMERICA, N.A., a national banking association, as Lender ("BA"), NATIONAL CITY BANK, a national
banking association, as Lender ("National"), and HSBC BANK USA, NATIONAL ASSOCIATION, a
national banking association (“HSBC”) (the foregoing first
three (3) Lenders, LaSalle, JPMorgan and Fifth Third, shall collectively be
referred to herein as the "Original
Lenders"; the subsequent two (2) Lenders, BA and National,
shall collectively be referred to herein as the "Additional Lenders"); and all
six (6) Lenders shall collectively be referred to herein as the “Lenders”.
R E C I T A L
S:
A. The
Borrower, Administrative Agent, and Original Lenders entered into that certain
Credit Agreement dated as of June 7, 2006 (the “Credit Agreement”), providing
for the Original Lenders to make Revolving Loans to the Borrower in the
aggregate principal amount of up to Seventy-Five Million and 00/100 Dollars
($75,000,000.00) evidenced by the following notes (collectively, the “Original Revolving
Notes”): (i) that certain Revolving Note dated as of June 7,
2006 in the maximum principal amount of Thirty-Five Million and 00/100 Dollars
($35,000,000.00) executed by the Borrower in favor of LaSalle and made payable
to the order of LaSalle; (ii) that certain Revolving Note
dated as of June 7, 2006 in the maximum principal amount of Twenty Million and
00/100 Dollars ($20,000,000.00) executed by the Borrower in favor of JPMorgan
and made payable to the order of JPMorgan; and (iii) that certain Revolving Note
dated as of June 7, 2006 in the maximum principal amount of Twenty Million and
00/100 Dollars ($20,000,000.00) executed by the Borrower in favor of Fifth Third
and made payable to Fifth Third.
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B. In
connection with the Credit Agreement, HCS, HCG, Speltz & Weis LLC (now known
as WMS) and Huron UK executed that certain Guaranty Agreement dated as of June
7, 2006, and ATI, FAB and Document Review Consulting Services LLC, a
Delaware limited liability company (“DRC”) executed that certain Guaranty
Agreement dated as of August 14, 2006, both of which Guaranty Agreements were
for the benefit of the Lenders (each such Guaranty Agreement being referred to
herein as a “Guaranty”
and collectively with the Guaranty Agreements referred to in Recitals E and I
below as the “Guaranties”) (DRC subsequently
was merged into another Guarantor and therefore no longer exists as a separate
entity).
C. Pursuant
to that certain First Amendment to Credit Agreement dated as of December 29,
2006 (the "First
Amendment"), Borrower, Administrative Agent, and Original Lenders, among
other things, increased the maximum amount of principal that may be
borrowed under the Credit Agreement to One Hundred Thirty Million and 00/100
Dollars ($130,000,000.00) in order to enable Borrower to consummate the
following proposed acquisitions (collectively, the "Acquisitions") in early
January, 2007: (i) acquisition of all of the outstanding capital
stock of Wellspring; and (ii) acquisition of all of the outstanding capital
stock of Glass. Pursuant to the First Amendment, the Amended and
Restated Revolving Notes dated December 29, 2006 (collectively, the "December 2006 Notes") were
executed and delivered by Borrower in favor of each of the Original Lenders
reflecting the increased Pro Rata Shares of each of the Original Lenders in
replacement of the Original Revolving Notes.
D. Under the
First Amendment, Administrative Agent and Lenders consented to the maximum
amount of debt to be utilized in connection with the Acquisitions, as such
consent was required to be obtained under the Credit Agreement.
E. Upon the
consummation of the Acquisitions, as required by the Credit Agreement, the
following Guaranty Agreements were executed: (i) Wellspring and WVL (the
Wellspring subsidiary acquired as part of the Acquisitions) executed that
certain Guaranty Agreement dated as of January 2, 2007; and (ii) Glass and GEL
and PWS Group, Inc., a Delaware corporation ("PWS") (the Glass subsidiaries
acquired as part of the Acquisitions) executed that certain Guaranty
Agreement dated January 10, 2007; PWS was recently dissolved and is therefore no
longer a Guarantor.
F. Pursuant
to that certain Second Amendment to Credit Agreement dated as of February 23,
2007 (the “Second
Amendment”), Borrower, Administrative Agent and Lenders further amended
the Credit Agreement to: (i) increase the maximum amount of principal that may
be borrowed under the Credit Agreement to One Hundred Seventy-Five Million and
00/100 Dollars ($175,000,000.00), with an "accordian" feature allowing for an
additional amount of up to Fifty Million Dollars ($50,000,000.00) in principal
to be borrowed; (ii) reduce certain pricing; (iii) modify the covenant with
respect to the amount of aggregate debt which may be utilized for an acquisition
or series of related acquisitions in order to increase such amount to Forty
Million Dollars ($40,000,000.00); (iv) extend the maturity date of
the Revolving Loans from May 31, 2011 to February 23, 2012; (v) make a
clarification to the covenant concerning restricted payments; and (vi) modify
the "use of proceeds" covenant to add an additional Ten Million and 00/100
Dollars ($10,000,000.00) "bucket" for certain specified uses.
- 2 -
G. The
Second Amendment also: (i) provided for the participation of the
Additional Lenders in the increased amount of the Revolving Commitment and the
joinder of the Additional Lenders as parties to the Credit Agreement, as
amended; and (ii) required Borrower to execute and deliver Second Amended and
Restated Revolving Notes in favor of each of the Original Lenders in replacement
of the December 2006 Notes in order to reflect their modified Pro Rata Shares
and Revolving Notes in favor of each of the Additional Lenders to reflect their
Pro Rata Shares.
H. Pursuant
to that certain Third Amendment to Credit Agreement dated as of May 25, 2007
(the "Third Amendment"),
the parties further amended the Credit Agreement, as amended, to provide for the
participation by HSBC in the Revolving Commitment and the joinder of HSBC as a
party to the Credit Agreement, as well as the modification of the Pro Rata
Shares of the Original Lenders and the Additional Lenders in order to allow for
such participation by HSBC. The Third Amendment also required
Borrower to execute and deliver Third Amended and Restated Revolving Notes in
favor of each of the Original Lenders, Amended and Restated Revolving Notes in
favor of the Additional Lenders, and a Revolving Note in favor of HSBC in order
to reflect the modifications of the Pro Rata Shares and the participation by
HSBC.
I. Also
pursuant to the Third Amendment, a Guaranty Agreement was executed and delivered
by Huron Japan, which is a new subsidiary of Borrower, as required under the
Credit Agreement, as amended.
J. Pursuant
to that certain Fourth Amendment to Credit Agreement dated as of July 27, 2007
(the “Fourth
Amendment”), the parties further amended the Credit Agreement, as
amended, to provide for Borrower to borrow an additional
Twenty-Five Million Dollars ($25,000,000.00) in principal under the
"accordian" feature of the Credit Agreement, as amended, in order to enable
Borrower to consummate the acquisition (the "Callaway Acquisition") of the
assets of Callaway Partners, LLC, a Georgia limited liability company ("Callaway"), for an aggregate
purchase price of approximately Sixty Million and 00/100 ($60,000,000.00), but
not to exceed Sixty-Five Million and 00/00 Dollars ($65,000,000.00), plus a five
(5) year incentive earn-out. As part of the Fourth Amendment, at
Borrower’s request the Administrative Agent and Lenders consented to the maximum
amount of debt to be utilized in connection with the Callaway Acquisition, as
such consent was required to be obtained under the Credit
Agreement. The Fourth Amendment also required Borrower to execute and
deliver Fourth Amended and Restated Notes in favor of each of the Original
Lenders, Second Amended and Reinstated Revolving Notes in favor of the
Additional Lenders, and an Amended and Restated Revolving Note in favor of
HSBC.
K. Also
pursuant to the Fourth Amendment, a Guaranty Agreement was executed and
delivered by HDL, which was a newly formed subsidiary of Borrower formed to
acquire the Callaway assets, as required under the Credit Agreement, as
amended.
- 3 -
L. The
parties desire to further amend the Credit Agreement to: (i) provide for
Borrower to be permitted to borrow an additional Twenty-Five Million Dollars
($25,000,000.00) in principal under the “accordion” feature of the Credit
Agreement, as amended; and an additional Fifteen Million Dollars
($15,000,000.00) in principal in excess of the maximum amount of
principal that may currently be borrowed under the Credit Agreement, as amended;
and (ii) allow HDL to incur additional debt in the amount of Twenty-Three
Million Dollars ($23,000,000.00) (the “HDL Debt”) for the “buy-out”
of the incentive earn-out under the Callaway Acquisition referred to in Recital
J above; and (iii) modify certain pricing.
M. Administrative
Agent and Lenders desire to amend the Credit Agreement to incorporate the
matters in the preceding Recital, pursuant to and on the terms and conditions
set forth below. The term "Credit Agreement", as hereinafter used in
this Amendment, shall mean the Credit Agreement as defined in Recital A above,
as amended by the First Amendment, the Second Amendment, the Third Amendment,
the Fourth Amendment, and this Amendment.
NOW
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrower, the
Guarantors, the Administrative Agent and the Lenders hereby agree as
follows:
A G R E E M E N T
S:
1. RECITALS. The
foregoing Recitals are hereby made a part of this Amendment.
2. DEFINITIONS. Capitalized
words and phrases used herein without definition shall have the respective
meanings ascribed to such words and phrases in the Credit
Agreement.
3. CONSENT. Section
11.1 of the Credit Agreement prohibits the
Company from incurring the HDL Debt without the prior written consent of the
Administrative Agent and Lenders. To induce Administrative Agent and
Lenders to consent to the HDL Debt, (i) Borrower hereby covenants and
agrees that, simultaneously with the execution hereof, Borrower will
deliver to Administrative Agent a Subordination Agreement in form and substance
satisfactory to Administrative Agent, duly executed by the Junior Lender (as
defined therein), Borrower and HDL, and (ii) Borrower hereby represents and
warrants to Administrative Agent and Lenders that (a) the HDL Debt will not
result in an Event of Default under the Credit Agreement or any of the other
Loan Documents executed in connection therewith, (b) none of the
Borrower's covenants, including but not limited to the financial covenants in
Section 11.12 of the Credit Agreement, will be breached by the incurring of the
HDL Debt, and (c) the HDL Debt will be incurred pursuant to a Promissory Note
(the “HDL Note”) in the
form of Exhibit
A to the above Subordination Agreement. Based upon the
foregoing (including but not limited to the covenants, representations, and
warranties of Borrower in this Amendment) Administrative Agent and Lenders
hereby consent to the incurring of the HDL Debt in accordance with the terms of
the HDL Note, and Administrative Agent and Lenders hereby agree that such
indebtedness shall not constitute a breach of Section 11.1 of the Credit
Agreement.
- 4 -
4. AMENDMENTS
TO THE CREDIT AGREEMENT.
4.1 Revolving
Commitment. Borrower hereby elects to increase the amount of
the Revolving Commitment by: (i) Twenty-Five Million and 00/100
Dollars ($25,000,000.00) pursuant to the "accordian" feature set forth in
Section 1.1 of the Credit Agreement under the definition of "Revolving
Commitment", and (ii) an additional Fifteen Million and 00/100 Dollars
($15,000,000.00) in excess of such amount. Borrower hereby represents and
warrants to Administrative Agent and Lenders that at the time of this election
and after giving effect to the borrowings permitted by such election, there is
and would be no Unmatured Event of Default or Event of Default. Borrower further
represents and warrants to Administrative Agent and Lenders that the proceeds of
such increase in the Revolving Commitment shall be used for an incentive
earn-out payment coming due with respect to the Wellspring acquisition referred
to in Recital C above and for working capital purposes. Accordingly,
the parties hereto hereby agree to amend the definition of "Revolving
Commitment" in the Credit Agreement to read in its entirety as
follows:
“Revolving Commitment”
means Two Hundred Forty Million and 00/100 Dollars ($240,000,000.00), as reduced
from time to time pursuant to Section 6.1.
4.2 Annex
A. In order to reflect the above election, Annex A to the Credit
Agreement is hereby amended to read in its entirety as set forth in Annex A to this
Amendment.
4.3 Revolving
Note. All references in the Loan Agreement to the “Revolving
Note”, “Note” or “Notes” (collectively, the “Notes”) shall be deemed to be
references to the Replacement Notes (as defined below), to the extent that
Replacement Notes are required to be delivered. Borrower shall
execute and deliver the following to those Lenders who are participating in the
increase in the Revolving Commitment: (i) Notes in the form of Exhibit "A" hereto in
favor of each of the Original Lenders which shall replace the Notes executed by
original Lenders pursuant to the Third Amendment and reflect the modified Pro
Rata Shares of each of the Original Lenders set forth in Annex A to this
Amendment; (ii) Notes in the form of Exhibit "B" hereto in
favor of each of the Additional Lenders which shall replace the Notes executed
by Additional Lenders pursuant to the Third Amendment and reflect the modified
Pro Rata Shares of such Additional Lenders set forth in Annex A to this
Amendment, and (iii) a Note in the form of Exhibit "C" hereto in
favor of HSBC which shall replace the Note executed by HSBC pursuant to the
Third Amendment and reflect the Pro Rata Share of HSBC set forth in Annex A to this
Amendment (the Notes in subsections (i), (ii) and (iii) of this Section 4.2
shall collectively be referred to herein as the "Replacement
Notes").
- 5 -
4.4 Applicable
Margin. The definition of "Applicable Margin" in Section 1.1
of the Credit Agreement is hereby amended so as to modify the pricing chart
included within such definition to read in its entirety as follows:
|
Level
|
Total
Debt
to EBITDA Ratio
|
LIBOR
Margin
|
Base
Rate Margin
|
Non-Use
Fee Rate
|
L/C
Fee
Rate
|
|
I
|
Greater
than 2.50:1
|
200.0
bps
|
75.0
bps
|
40.0
bps
|
175.0
bps
|
|
II
|
Greater
than 2.00:1 but less than or equal to 2.50:1
|
175.0
bps
|
50.0
bps
|
35.0
bps
|
150.0
bps
|
|
III
|
Greater
than 1.50:1 but less than or equal to 2.00:1
|
150.0
bps
|
25.0
bps
|
30.0
bps
|
125.0
bps
|
|
IV
|
Greater
than 1.00:1 but less than or equal to 1.50:1
|
125.0
bps
|
00.0
bps
|
25.0
bps
|
100.0
bps
|
|
V
|
Greater
than .50:1 but less than or equal to 1.00:1
|
100.0
bps
|
00.0
bps
|
20.0
bps
|
75.0
bps
|
|
VI
|
Less
than or equal to .50:1
|
087.5
bps
|
00.0
bps
|
17.5
bps
|
62.5
bps
|
The
Applicable Margin on the date hereof shall be based upon Level III pricing above
until adjusted in accordance with the Credit Agreement.
5. COMMITMENT
FEE. In addition to any other fees payable by Borrower
in connection with the Credit Agreement, Borrower shall pay to Administrative
Agent, for the benefit of Lenders, an upfront commitment fee equal to ten basis
points (0.10%) of the amount of the increase in the Revolving Commitment as a
result of this Amendment (such increase being equal to Forty-Million and 00/100
Dollars ($40,000,000.00). Such fee shall be payable at the time of the
Borrower’s execution and delivery to Administrative Agent of this Amendment and
shall be deemed fully earned and non-refundable when paid.
6. REPRESENTATIONS
AND WARRANTIES. To induce the Lenders to enter into this
Amendment, the Borrower hereby certifies, represents and warrants to the Lenders
that:
- 6 -
6.1 Organization. The
Borrower is a corporation validly existing and in good standing under the laws
of the State of Delaware. The Borrower is duly qualified to do
business in each jurisdiction where the nature of its activities requires such
qualification except where the failure to be so qualified would not have a
Material Adverse Effect. The Articles of Incorporation and Bylaws,
Borrowing Resolutions and Incumbency Certificate of the Borrower have not been
changed or amended since the most recent date that certified copies thereof were
delivered to the Bank.
6.2 Authorization. The
Borrower is duly authorized to execute and deliver this Amendment and is duly
authorized to borrow monies under the Credit Agreement, as amended hereby, and
to perform its Obligations under the Credit Agreement, as amended
hereby.
6.3 No
Conflicts. The execution and delivery of this Amendment, the
borrowings under the Credit Agreement, as amended hereby, and the performance by
the Borrower of its Obligations under the Credit Agreement, as amended hereby,
do not require any consent or approval of any governmental agency or authority
and do not conflict with any provision of law or of the Certificate of
Incorporation or Bylaws of the Borrower or any agreement binding upon the
Borrower (except for any such agreement the conflict with which would not have a
Material Adverse Effect) .
6.4 Validity and Binding
Effect. The Credit Agreement, as amended by the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and
hereby, is a legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors’ rights or by general
principles of equity.
6.5 Compliance with Credit
Agreement. The representations and warranties set forth in
Section 9 of the Credit Agreement, as amended hereby, are true and correct with
the same effect as if such representations and warranties had been made on the
date hereof, with the exception that all references to the financial statements
shall mean the financial statements most recently delivered to the
Administrative Agent and except for such changes as are specifically permitted
under the Credit Agreement. In addition, the Borrower has complied
with and is in compliance with all of the covenants set forth in the Credit
Agreement.
6.6 No Event of
Default. As of the date hereof, no Event of Default under the
Credit Agreement, as amended hereby, or event or condition which, with the
giving of notice or the passage of time, or both, would constitute an Event of
Default, has occurred and is continuing.
7. CONDITIONS
PRECEDENT. This Amendment shall become effective as of the
date above first written after receipt by the Administrative Agent of the
following:
7.1 Amendment. This
Amendment executed by the Borrower, the Guarantors, the Administrative Agent and
the Lenders.
- 7 -
7.2 Replacement
Notes. The Replacement Notes in favor of each of the Lenders
executed by the Borrower.
7.3 Fees. The fee
required to be paid under Section 5 above with such fee payable upon the
execution and delivery of this Amendment by the Borrower to the Administrative
Agent.
7.4 Resolutions. A
certified copy of resolutions of the Board of Directors of the Borrower
authorizing the execution, delivery, and performance of this Amendment and the
related loan documents.
7.5 Subordination
Agreement. The Subordination Agreement required to be
delivered pursuant to Section 3 above.
7.6 Affirmation of
Guaranties. The Affirmation of Guaranties executed by the
Guarantors in the form attached hereto.
7.7 Other
Documents. Such other documents, certificates, resolutions
and/or opinions of counsel as the Bank may request.
8. GENERAL.
8.1 Governing Law;
Severability. This Amendment shall be construed in accordance
with and governed by the laws of Illinois, without regard to conflicts of laws
principles. Wherever possible each provision of the Credit Agreement,
the First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment and this Amendment shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of the Credit
Agreement, the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment, or this Amendment shall be prohibited by or invalid under such
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of the Credit Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, and this
Amendment.
8.2 Successors and
Assigns. This Amendment shall be binding upon the Borrower,
the Guarantors and the Administrative Agent, Lenders and their respective
successors and assigns, and shall inure to the benefit of the Borrower, the
Guarantors, the Administrative Agent and the Lenders and the successors and
assigns of the Administrative Agent and the Lenders.
- 8 -
8.3 Continuing Force and Effect
of Loan Documents, Guaranties. Except as specifically modified
or amended by the terms of this Amendment, all other terms and provisions of the
Credit Agreement, the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment and the other Loan Documents are incorporated by
reference herein, and in all respects, shall continue in full force and
effect. The Borrower, by execution of this Amendment, hereby
reaffirms, assumes and binds itself to all of the obligations, duties, rights,
covenants, terms and conditions that are contained in the Credit Agreement, the
First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, and the other Loan Documents. Each of the Guarantors, by
execution of this Amendment, hereby reaffirms, assumes and binds themselves to
all of the obligations, duties, rights, covenants, terms and conditions that are
contained in their respective Guaranties.
8.4 References to Credit
Agreement. Each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, or words of like import, and each reference
to the Credit Agreement in any and all instruments or documents delivered in
connection therewith, shall be deemed to refer to the Credit Agreement, as
amended by the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment, and hereby.
8.5 Expenses. The
Borrower shall pay all reasonable costs and expenses in connection with the
preparation of this Amendment and other related loan documents, including,
without limitation, reasonable attorneys’ fees and time charges of attorneys who
may be employees of the Administrative Agent or any of the Lenders or any
affiliate or parent of any of such parties. The Borrower shall pay
any and all stamp and other taxes, UCC search fees, filing fees and other costs
and expenses in connection with the execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder, and agrees to
save the Bank harmless from and against any and all liabilities with respect to
or resulting from any delay in paying or omission to pay such costs and
expenses.
8.6 Counterparts. This
Amendment may be executed in any number of counterparts, all of which shall
constitute one and the same agreement.
[SIGNATURE
PAGE TO FOLLOW]
- 9 -
IN
WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to Credit
Agreement 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: CFO
|
|
GUARANTORS:
HURON
CONSULTING GROUP HOLDINGS LLC,
a
Delaware limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
HURON CONSULTING SERVICES LLC,
a Delaware limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
60; |
|
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: CFO
|
- 10 -
|
HURON (UK) LIMITED,
a UK limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
AAXIS TECHNOLOGIES,
INC., a Virginia corporation
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
60; |
|
FAB ADVISORY SERVICES, LLC,
an Illinois limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
60; |
|
GLASS & ASSOCIATES,
INC., a Delaware corporation
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
60; |
- 11 -
|
WELLSPRING PARTNERS, LTD.,
a Delaware corporation
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
60; |
|
WELLSPRING VALUATION,
LTD., a Delaware corporation
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
60; |
|
KABUSHIKI KAISHA HURON CONSULTING
GROUP, a Japan business
corporation
By: /s/ Gary
E. Holdren
Name: Gary E. Holdren
Title: Director
|
|
HURON DEMAND LLC, a
Delaware limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO |
- 12 -
|
LENDERS:
LASALLE
BANK NATIONAL ASSOCIATION,
a
national banking association, as Administrative Agent, Arranger and
Lender
By: /s/ Ashley Ericson
Name: Ashley Ericson
Title: Vice President
|
|
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Co-Syndication
Agent and Lender
By: /s/ Nathan Margol
Name: Nathan Margol
Title: Vice President
|
|
FIFTH THIRD
BANK,
a
Michigan banking corporation, as Co-Syndication
Agent
and Lender
By: /s/ Susan Kaminski
Name: Susan Kaminski
Title: VP
|
|
BANK
OF AMERICA, N.A.,
a
national banking association, as Lender
By:
Name:
Title:
|
- 13 -
|
NATIONAL
CITY BANK,
a
national banking association, as Lender
By: /s/ Brandon S.
Norder
Name: Brandon S. Norder
Title: Officer
|
|
HSBC
BANK USA, NATIONAL ASSOCIATION,
a
national banking association, as Lender
By:
Name:
Title:
|
- 14 -
AFFIRMATION OF
GUARANTIES
This
affirmation of Guaranties ("Affirmation") is made by each
of the undersigned Guarantors with respect to that certain Fifth Amendment to
Credit Agreement of even date herewith (the "Fifth Amendment"), to which
this Reaffirmation is attached, executed by and among Huron Consulting Group
Inc. a Delaware corporation (the "Borrower"), the undersigned
Guarantors, and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association, as Administrative
Agent (the "Administrative
Agent"), Arranger and Lender, JPMORGAN CHASE BANK NATIONAL
ASSOCIATION, a national banking association, as Co-Syndication Agent and
Lender, FIFTH THIRD
BANK, a Michigan banking corporation, as Co-Syndication Agent and Lender,
BANK OF AMERICA, N.A., a
national banking association, as Lender, NATIONAL CITY BANK, a national
banking association, as Lender, HSBC BANK USA, NATIONAL
ASSOCIATION, a national banking association (the foregoing six Lenders
shall collectively be referred to herein as the "Lenders"). All
capitalized terms used herein and not defined shall have the meanings assigned
to them in the respective Guaranty Agreements (each referred to herein as a
“Guaranty”) to which
each such Guarantor is a party, as referenced in Recitals B, E, I, and K to the
Fifth Amendment. The definition of "Loan Documents" in the Credit
Agreement shall include each such Guaranty.
Each of
the Guarantors hereby expressly: (a) consents to the execution by the
Borrower, the Administrative Agent and the Lenders of the Fifth Amendment; (b)
acknowledges that the Company Obligations of the Borrower means all of the
"Obligations" of the Borrower as defined in the Credit Agreement, as amended by
the First Amendment to Credit Agreement dated as of December 29, 2006, the
Second Amendment to Credit Agreement dated as of February 23, 2007, the Third
Amendment to Credit Agreement dated as of May 25, 2007, the Fourth Amendment to
Credit Agreement dated as of July 27, 2007, and the Fifth Amendment and as such
may be further amended from time to time, and as evidenced by the Replacement
Notes (as defined in the Fifth Amendment), as modified, extended and/or replaced
from time to time, and that the obligations with respect to each Guarantor,
means all of "Guarantor Obligations", arising under such Guarantor’s respective
Guaranty; (c) acknowledges that such Guarantor does not have any set-off,
defense, or counterclaim to the payment or performance of any or all of the
Guarantor Obligations of such Guarantor under its respective Guaranty; (d)
reaffirms, assumes and binds itself in all respects to all of the Guarantor’s
obligations, liabilities, duties, covenants, terms and conditions that are
contained in its respective Guaranty; (e) agrees that all Guarantor Obligations
under its respective Guaranty shall continue in full force and that the
execution and delivery of the Fifth Amendment to, and its acceptance by, the
Administrative Agent and the Lenders shall not in any manner whatsoever (i)
impair or affect the liability of any Guarantor to the Administrative Agent or
any Lender under its respective Guaranty, (ii) prejudice, waive, or be construed
to impair, affect, prejudice or waive the rights and abilities of the
Administrative Agent or any Lender at law, in equity or by statute, against any
Guarantor pursuant to its respective Guaranty,
and/or (iii) release or discharge, nor be construed to release or discharge, any
of the Guarantor Obligations owing to the Administrative Agent or any Lender by
any Guarantor under its respective Guaranty; and (f)
represents and warrants that each of
the representations
- 1
- -
[SIGNATURE
PAGE TO FOLLOW]
|
|
- 2
- -
IN
WITNESS WHEREOF, the undersigned have executed this Affirmation as of the 1st
day of April, 2008.
|
GUARANTORS:
HURON
CONSULTING GROUP HOLDINGS LLC,
a
Delaware limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
HURON
CONSULTING SERVICES LLC,
a
Delaware limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
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: CFO |
|
HURON (UK) LIMITED,
a UK limited liability
company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
|
- 3
- -
|
AAXIS TECHNOLOGIES,
INC., a Virginia corporation
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
FAB ADVISORY SERVICES, LLC,
an Illinois limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
GLASS & ASSOCIATES,
INC., a Delaware
corporation
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
GLASS EUROPE LIMITED,
a
United Kingdom Private Company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
WELLSPRING PARTNERS, LTD.,
a Delaware corporation
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
- 4
- -
|
WELLSPRING VALUATION,
LTD., a Delaware corporation
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
|
|
KABUSHIKI KAISHA HURON
CONSULTING
GROUP, a Japan business
corporation
By: /s/ Gary
E. Holdren
Name: Gary E. Holdren
Title: Director
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HURON DEMAND LLC, a
Delaware limited liability company
By: /s/ Gary L. Burge
Name: Gary L. Burge
Title: CFO
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