FIFTH AMENDED AND RESTATED SECURED REVOLVING LINE OF CREDIT NOTE
EXHIBIT
10.33
FIFTH
AMENDED AND RESTATED
$25,000,000.00 Chicago,
Illinois
January
17, 2006
FOR
VALUE RECEIVED, HURON
CONSULTING GROUP INC., a
Delaware corporation, HURON
CONSULTING SERVICES LLC,
a
Delaware limited liability company f/k/a Huron Consulting Group LLC, and
▇▇▇▇▇▇
& ▇▇▇▇▇ LLC,
a
Delaware limited liability company (each of the foregoing three entities
are
hereby collectively referred to herein as the Borrower), jointly and severally
promise to pay to the order of LASALLE
BANK NATIONAL ASSOCIATION
(the
“Bank”), at such place as Bank may from time to time designate in writing, the
principal sum of TWENTY-FIVE
MILLION AND NO/100 DOLLARS ($25,000,000.00),
or such
lesser principal sum as may then be owed by Borrower to Bank hereunder. Any
principal that is borrowed and repaid hereunder may be borrowed again in
accordance with the terms of this Note and that certain ▇▇▇▇▇▇▇ and Restated
Loan and Security Agreement dated February 10, 2005 between Borrower and
Bank,
as amended by that certain Amendment of even date herewith pursuant to which
this Note is being delivered (the "Loan Agreement"). Except as hereinafter
provided, ▇▇▇▇▇▇▇▇’s obligations and liabilities to Bank under this Note
(collectively, the “Borrower’s Liabilities”) unpaid from time to time shall bear
interest at the rate(s) hereinafter set forth from the date advanced, disbursed
or otherwise incurred until paid.
All
outstanding principal shall be payable on or prior to May 10, 2006 (the
“Maturity Date”).
The
amount of principal hereunder shall bear interest as provided in the Loan
Agreement.
In
no
event will the interest rate hereunder exceed that permitted by applicable
law.
If any interest or other charge is finally determined by a court of competent
jurisdiction to exceed the maximum amount permitted by law, the interest
or
charge shall be reduced to the maximum permitted by law, and the Bank may
credit
any excess amount previously collected against the balance due or refund
the
amount to the Borrower.
Any
check, draft or similar item of payment by or for the account of ▇▇▇▇▇▇▇▇
delivered to Bank on account of ▇▇▇▇▇▇▇▇'s Liabilities shall, provided the
same
is honored by Bank and final settlement thereof is reflected by irrevocable
credit to Bank, be applied by Bank on account of Borrower's Liabilities in
accordance with Bank's funds availability schedule and in such order as Bank
shall determine in its sole discretion.
Borrower
warrants and represents to Bank and covenants with Bank that Borrower is
not in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System), and no proceeds represented by
this
Note will be used to purchase or carry any margin stock or to extend credit
to
others for the purpose of purchasing or carrying any margin stock.
This
Note
amends and restates that certain Fourth Amended and Restated Secured Revolving
Line of Credit Note (the "Prior Note") in the principal amount of Twenty-Five
Million and 00/100 Dollars ($25,000,000.00) dated May 17, 2005 made by Borrower
in favor of Bank. The indebtedness evidenced by the Prior Note is continuing
indebtedness, and nothing herein shall be deemed to constitute a payment,
settlement or novation of the Prior Note, or to release or otherwise adversely
affect any lien, mortgage or security interest securing such indebtedness
or any
rights of Bank against any guarantor, surety or other party primarily or
secondarily liable for such indebtedness.
The
occurrence of an Event of Default under the Loan Agreement shall constitute
an
Event of Default under this Note.
Upon
an
Event of Default hereunder, Bank shall have the rights set forth in the Loan
Agreement. The acceptance by Bank of any partial payment made hereunder after
the time when any obligation under this Note becomes due and payable will
not
establish a custom, or waive any rights of Bank to enforce prompt payment
hereof. Borrower and every endorser hereof waive presentment, demand and
protest
and notice of presentment, protest, default, non-payment, maturity, release,
compromise, settlement, extension or renewal of this Note.
This
Note
and ▇▇▇▇▇▇▇▇’s Liabilities hereunder are secured by all security interests,
mortgages, liens and encumbrances heretofore, now or hereafter granted to
Bank
by Borrower in the Loan Agreement.
Collection
fees and costs (including but not limited to reasonable attorneys' fees and
costs) incurred by Bank in connection with the collection or enforcement
of this
Note will be payable in accordance with the Loan Agreement.
If
any
provision of this Note or the application thereof to any party or circumstance
is held invalid or unenforceable, the remainder of this Note and the application
of such provision to other parties or circumstances will not be affected
thereby
and the provisions of this Note shall be severable in any such
instance.
This
Note
is submitted by Borrower to Bank at Bank’s principal place of business and shall
be deemed to have been made thereat. This Note shall be governed and controlled
by the laws of the State of Illinois as to interpretation, enforcement,
validity, construction, effect, choice of law and in all other
respects.
To
induce
Bank to accept this Note, ▇▇▇▇▇▇▇▇ irrevocably agrees that, subject to Bank's
sole and absolute election, all actions or proceedings in any way, manner
or
respect, arising out of or from or related to this Note, shall be litigated
in
courts having situs within Cook County, Illinois. Borrower hereby consents
and
submits to the jurisdiction of any local, state or federal court located
within
said county and state. Borrower hereby waives any right Borrower may have
to
transfer or change the venue of any litigation brought against Borrower by
Bank
in accordance with this paragraph.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, each of the undersigned has executed this Note as of the
date
first above written.
Delaware
corporation
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: VP
of
Operations / Asst. Secretary
By: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General
Counsel / Corporate Secretary
HURON
CONSULTING SERVICES LLC,
a
Delaware
limited liability company f/k/a
Huron
Consulting Group LLC
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: VP
of
Operations / Asst. Secretary
By: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General
Counsel / Corporate Secretary
▇▇▇▇▇▇
& ▇▇▇▇ LLC
By:
Huron
Consulting Group Inc., its manager
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: VP
of
Operations / Asst. Secretary
By: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General
Counsel / Corporate Secretary