GUARANTY AGREEMENT dated as of June 7, 2006 among HURON CONSULTING GROUP HOLDINGS LLC, HURON CONSULTING SERVICES LLC, SPELTZ & WEIS LLC, AND HURON (UK) LIMITED, as Guarantors, and LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent
EXHIBIT
10.2
dated
as of June 7, 2006
among
HURON
CONSULTING GROUP HOLDINGS LLC,
HURON
CONSULTING SERVICES LLC,
▇▇▇▇▇▇
& ▇▇▇▇ LLC, AND
HURON
(UK) LIMITED,
as
Guarantors,
and
LASALLE
BANK NATIONAL ASSOCIATION,
as
the Administrative Agent
THIS
GUARANTY AGREEMENT dated as of June 7, 2006 (this “Agreement”)
is
entered into among HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited
liability company (“HCG”),
HURON
CONSULTING SERVICES LLC, a Delaware limited liability company (“HCS”),
▇▇▇▇▇▇ & ▇▇▇▇ LLC, a Delaware limited liability company ("SW"), and HURON
(UK) LIMITED, a United Kingdom limited liability company ("Huron UK") (together
with HCG, HCS, and SW and each other Person that becomes a party hereto as
provided herein, the “Guarantors”)
in
favor of LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent for
all
the Lenders party to the Credit Agreement (as hereafter defined).
The
Lenders have severally agreed to extend credit to the Huron Consulting Group
Inc. (the “Company”)
pursuant to the Credit Agreement. The Company is affiliated with each other
Guarantor. The Company and the other Guarantors are engaged in interrelated
businesses, and each Guarantor will derive substantial direct and indirect
benefit from extensions of credit under the Credit Agreement. It is a condition
precedent to each Lender’s obligation to extend credit under the Credit
Agreement that the Guarantors shall have executed and delivered this Agreement
to the Administrative Agent for the ratable benefit of all the
Lenders.
In
consideration of the premises and to induce the Administrative Agent and
the
Lenders to enter into the Credit Agreement and to induce the Lenders to extend
credit thereunder, each Guarantor hereby agrees with the Administrative Agent,
for the ratable benefit of the Lenders, as follows:
SECTION
1. DEFINITIONS.
1.1 Unless
otherwise defined herein, terms defined in the Credit Agreement and used
herein
shall have the meanings given to them in the Credit Agreement.
1.2 When
used
herein the following terms shall have the following meanings:
Agreement
has the
meaning set forth in the preamble hereto.
Company
Obligations
means
all Obligations, as defined in the Credit Agreement, of the
Company.
Credit
Agreement
means
the Credit Agreement of even date herewith among the Company, the Lenders
and
the Administrative Agent, as amended, supplemented, restated or otherwise
modified from time to time.
Guarantor
Obligations
means,
collectively, with respect to each Guarantor, all Obligations of such
Guarantor.
Guarantors
means
the collective reference to each Guarantor.
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Paid
in Full
means
(a) the payment in full in cash and performance of all Guarantor Obligations,
(b) the termination of all Commitments and (c) either (i) the cancellation
and
return to the Administrative Agent of all Letters of Credit or (ii) the cash
collateralization of all Letters of Credit in accordance with the Credit
Agreement.
SECTION
2. GUARANTY.
2.1 Guaranty.
(a)
Each of
the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
as a primary obligor and not only a surety, guaranties to the Administrative
Agent, for the ratable benefit of the Lenders and their respective successors,
endorsees, transferees and assigns, the prompt and complete payment and
performance by the Company when due (whether at the stated maturity, by
acceleration or otherwise) of the Company Obligations.
(b) Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan Documents
shall in no event exceed the amount which can be guarantied by such Guarantor
under applicable federal and state laws relating to the insolvency of debtors
(after giving effect to the right of contribution established in Section
2.2).
(c) Each
Guarantor agrees that the Guarantor Obligations may at any time and from time
to
time exceed the amount of the liability of such Guarantor hereunder without
impairing the guaranty contained in this Section
2
or
affecting the rights and remedies of the Administrative Agent or any Lender
hereunder.
(d) The
guaranty contained in this Section
2
shall
remain in full force and effect until all of the Guarantor Obligations shall
have been Paid in Full.
(e) No
payment made by the Company, any of the Guarantors, any other guarantor or
any
other Person or received or collected by the Administrative Agent or any Lender
from the Company, any of the Guarantors, any other guarantor or any other Person
by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment
of
the Guarantor Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor
in respect of the Guarantor Obligations or any payment received or collected
from such Guarantor in respect of the Guarantor Obligations), remain liable
for
the Guarantor Obligations up to the maximum liability of such Guarantor
hereunder until the Guarantor Obligations are Paid in Full.
2.2
Right of Contribution.
Each
Guarantor hereby agrees that to the extent that a Guarantor shall have paid
more
than its proportionate share of any payment made hereunder, such Guarantor
shall
be entitled to seek and receive contribution from and against any other
Guarantor hereunder which has not paid its proportionate share of such payment.
Each Guarantor’s right of contribution shall be subject to the terms and
conditions of Section
2.3.
The
provisions of this Section
2.2
shall in
no respect limit the obligations and liabilities of any Guarantor to the
Administrative Agent and the
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Lenders,
and each Guarantor shall remain liable to the Administrative Agent and the
Lenders for the full amount guarantied by such Guarantor hereunder.
2.3
No Subrogation.
Notwithstanding any payment made by any Guarantor hereunder or any set-off
or
application of funds of any Guarantor by the Administrative Agent or any
Lender,
no Guarantor shall be entitled to be subrogated to any of the rights of the
Administrative Agent or any Lender against the Company or any other Guarantor
or
any collateral security or guaranty or right of offset held by the
Administrative Agent or any Lender for the payment of the Guarantor Obligations,
nor shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Company or any other Guarantor in respect of payments
made by such Guarantor hereunder, until all of the Guarantor Obligations
are
Paid in Full, no Letter of Credit shall be outstanding and the Commitments
are
terminated. If any amount shall
be
paid to any Guarantor on account of such subrogation rights at any time when
all
of the Guarantor Obligations shall not have been Paid in Full, such amount
shall
be held by such Guarantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon
receipt
by such Guarantor, be turned over to the Administrative Agent in the exact
form
received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Guarantor
Obligations, whether matured or unmatured, in such order as the Administrative
Agent may determine.
2.4 Amendments,
etc. with respect to the Guarantor Obligations.
Each
Guarantor shall remain obligated hereunder notwithstanding that, without
any
reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Guarantor
Obligations made by the Administrative Agent or any Lender may be rescinded
by
the Administrative Agent or such Lender and any of the Guarantor Obligations
continued, and the Guarantor Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guaranty therefor
or
right of offset with respect thereto, may, from time to time, in whole or
in
part, be renewed, extended, amended, modified, accelerated, compromised,
waived,
surrendered or released by the Administrative Agent or any Lender, and the
Credit Agreement and the other Loan Documents and any other documents executed
and delivered in connection therewith may be amended, modified, supplemented
or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders or all the Lenders, as the case may be) may deem advisable from time
to
time.
The
Administrative Agent or any Lender may, from time to time, at its sole
discretion and without notice to any Guarantor (or any of them), take any
or all
of the following actions: (a) retain or obtain a security interest in any
property to secure any of the Guarantor Obligations or any obligation hereunder,
(b) retain or obtain the primary or secondary obligation of any obligor or
obligors, in addition to the undersigned, with respect to any of the Guarantor
Obligations, (c) extend or renew any of the Guarantor Obligations for one
or
more periods (whether or not longer than the original period), alter or exchange
any of the Guarantor Obligations, or release or compromise any obligation
of any
of the undersigned hereunder or any obligation of any nature of any
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other
obligor with respect to any of the Guarantor Obligations, (d) release any
guaranty or right of offset or its security interest in, or surrender, release
or permit any substitution or exchange for, all or any part of any property
securing any of the Guarantor Obligations or any obligation hereunder, or extend
or renew for one or more periods (whether or not longer than the original
period) or release, compromise, alter or exchange any obligations of any nature
of any obligor with respect to any such property, and (e) resort to the
undersigned (or any of them) for payment of any of the Guarantor Obligations
when due, whether or not the Administrative Agent or such Lender shall have
resorted to any property securing any of the Guarantor Obligations or any
obligation hereunder or shall have proceeded against any other of the
undersigned or any other obligor primarily or secondarily obligated with respect
to any of the Guarantor Obligations.
2.5 Waivers.
Each
Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Guarantor Obligations and notice of or proof of reliance
by the Administrative Agent or any Lender upon the guaranty contained in this
Section
2
or
acceptance of the guaranty contained in this Section
2;
the
Guarantor Obligations, and any of them, shall conclusively be deemed to have
been created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon the guaranty contained in this Section
2,
and all
dealings between the Company and any of the Guarantors, on the one hand, and
the
Administrative Agent and the Lenders, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the
guaranty contained in this Section
2.
Each
Guarantor waives (a) diligence, presentment, protest, demand for payment and
notice of default, dishonor or nonpayment and all other notices whatsoever
to or
upon the Company or any of the Guarantors with respect to the Guarantor
Obligations, (b) notice of the existence or creation or non-payment of all
or
any of the Guarantor Obligations and (c) all diligence in collection or
protection of or realization upon any Guarantor Obligations or any security
for
or guaranty of any Guarantor Obligations.
2.6 Payments.
Each
Guarantor hereby guaranties that payments hereunder will be paid to the
Administrative Agent without set-off or counterclaim in Dollars at the office
of
the Administrative Agent specified in the Credit Agreement.
SECTION
3. MISCELLANEOUS.
3.1 Amendments
in Writing.
None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except in accordance with Section
15.1
of the
Credit Agreement.
3.2 Notices.
All
notices, requests and demands to or upon the Administrative Agent or any
Guarantor hereunder shall be addressed to the Company and effected in the manner
provided for in Section
15.3
of the
Credit Agreement and each Guarantor hereby appoints the Company as its agent
to
receive notices hereunder.
3.3
Indemnification
by
Guarantors.
THE
GUARANTORS, JOINTLY AND SEVERALLY, HEREBY AGREE TO INDEMNIFY, EXONERATE AND
HOLD
EACH
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LENDER
PARTY FREE
AND HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, INCURRED
BY
THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING
TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF EQUITY INTERESTS, PURCHASE OF
ASSETS (INCLUDING THE RELATED TRANSACTIONS) OR OTHER SIMILAR TRANSACTION
FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION,
DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS
SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY GUARANTOR, (C) ANY VIOLATION
OF
ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR
LEASED BY ANY GUARANTOR OR THE OPERATIONS CONDUCTED THEREON, (D) THE
INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN
PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR
INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY,
PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY
ANY
OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING
ON
ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE
UNENFORCEABLE FOR ANY REASON, EACH GUARANTOR HEREBY AGREES TO MAKE THE MAXIMUM
CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED
LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED
FOR IN THIS SECTION
3.3
SHALL SURVIVE REPAYMENT OF ALL (AND SHALL BE) GUARANTOR OBLIGATIONS (AND
TERMINATION OF ALL COMMITMENTS UNDER THE CREDIT AGREEMENT), ANY FORECLOSURE
UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE GUARANTY
DOCUMENTS AND TERMINATION OF THE CREDIT AGREEMENT.
3.4 Enforcement
Expenses.
(a)
Each
Guarantor agrees, on a joint and several basis, to pay or reimburse on demand
each Lender and the Administrative Agent for all reasonable out-of-pocket costs
and expenses (including Attorney Costs) incurred in collecting against any
Guarantor under the guaranty contained in Section
2
or
otherwise enforcing or preserving any rights under this Agreement and the other
Loan Documents.
(b) Each
Guarantor agrees to pay, and to save the Administrative Agent and the Lenders
harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which may
be
payable or determined to be payable in connection with any of the transactions
contemplated by this Agreement.
(c)
The
agreements in this
Section
3.4
shall
survive repayment of all (and shall be) Guarantor Obligations (and termination
of all commitments under the
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(a) Credit
Agreement), any foreclosure under, or any modification, release or discharge
of,
any or all of the Guaranty Documents and termination of this
Agreement.
3.5
Captions.
Section
captions used in this Agreement are for convenience only and shall not affect
the construction of this Agreement.
3.6
Nature of Remedies.
All
Guarantor Obligations of each Guarantor and rights of the Administrative Agent
and the Lenders expressed herein or in any other Loan Document shall be in
addition to and not in limitation of those provided by applicable law. No
failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or
privilege.
3.7 Counterparts.
This
Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Agreement. Receipt by telecopy
of any executed signature page to this Agreement or any other Loan Document
shall constitute effective delivery of such signature page.
3.8 Severability.
The
illegality or unenforceability of any provision of this Agreement or any
instrument or agreement required hereunder shall not in any way affect or impair
the legality or enforceability of the remaining provisions of this Agreement
or
any instrument or agreement required hereunder.
3.9 Entire
Agreement.
This
Agreement, together with the other Loan Documents, embodies the entire agreement
and understanding among the parties hereto and supersedes all prior or
contemporaneous
agreements and understandings of such Persons, verbal or written, relating
to
the subject matter hereof and thereof and any prior arrangements made with
respect to the payment by any Guarantor of (or any indemnification for) any
fees, costs or expenses payable to or incurred (or to be incurred) by or on
behalf of the Administrative Agent or the Lenders.
3.10 Successors;
Assigns.
This
Agreement shall be binding upon Guarantors, the Lenders and the
Administrative Agent and their respective successors and assigns, and shall
inure to the benefit of Guarantors, Lenders and the Administrative Agent and
the
successors and assigns of the Lenders and the Administrative Agent. No other
Person shall be a direct or indirect legal beneficiary of, or have any direct
or
indirect cause of action or
claim
in connection
with, this Agreement or any of the other Loan Documents. No Guarantor may
assign
or
transfer any of its rights or Obligations under this Agreement without the
prior
written consent of the Administrative Agent.
3.11
Governing
Law.
THIS
AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF ILLINOIS
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APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.
3.12 Forum
Selection; Consent to Jurisdiction.
ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE
STATE
OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT
OF
ILLINOIS; PROVIDED
THAT
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH GUARANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
3.13 Waiver
of Jury Trial.
EACH
GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT
TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER
THIS AGREEMENT AND
ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT
BEFORE A JURY.
3.14 Set-off.
Each
Guarantor agrees that the Administrative Agent and each Lender have all rights
of set-off and bankers’ lien provided by applicable law, and in addition
thereto, each Guarantor agrees that at any time any Event of Default exists,
the
Administrative Agent and each Lender may apply to the payment of any Guarantor
Obligations, whether or not then due, any and all balances, credits, deposits,
accounts or moneys of such Guarantor then or thereafter with the Administrative
Agent or such Lender.
3.15 Acknowledgements.
Each
Guarantor hereby acknowledges that:
(a) it
has
been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;
(b)
neither the Administrative Agent nor any Lender has any fiduciary relationship
with or duty to any Guarantor arising out of or in connection with this
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Agreement
or any of the other Loan Documents, and the relationship between the Guarantors,
on the one hand, and the Administrative Agent and the Lenders, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor;
and
(c) no
joint
venture is created hereby or by the other Loan Documents or otherwise exists
by
virtue of the transactions contemplated hereby among the Lenders or among the
Guarantors and the Lenders.
3.16 Additional
Guarantors.
Each
Loan Party that is required to become a party to this Agreement pursuant to
Section
10.9
of the
Credit Agreement shall become a Guarantor for all purposes of this Agreement
upon execution and delivery by such Loan Party of a joinder agreement in the
form of Annex
I
hereto.
3.17 Obligations
and Liens Absolute and Unconditional.
Each
Guarantor understands and agrees that the obligations of each Guarantor under
this Agreement shall be construed
as a continuing, absolute and unconditional without regard to (a) the validity
or enforceability of any Loan Document, any of the Guarantor Obligations or
any
other collateral security therefor or guaranty or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or
any
Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available
to or be asserted by any Guarantor or any other Person against the
Administrative Agent or any Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of any Guarantor) which constitutes,
or
might be construed to constitute, an equitable or legal discharge of any
Guarantor for the Guarantor Obligations, in bankruptcy or in any other instance.
When making any demand hereunder or otherwise pursuing its rights and remedies
hereunder against any Guarantor, the Administrative Agent or any Lender may,
but
shall be under no obligation to, make a similar demand on or otherwise pursue
such rights and remedies as it may have against any other Guarantor or any
other
Person or against any collateral security or guaranty for the Guarantor
Obligations or any right of offset with respect thereto, and any failure by
the
Administrative Agent or any Lender to make any such demand, to pursue such
other
rights or remedies or to collect any payments from any other Guarantor or any
other Person or to realize upon any such collateral security or guaranty or
to
exercise any such right of offset, or any release of any other Guarantor or
any
other Person or any such collateral security, guaranty or right of offset,
shall
not relieve any Guarantor of any obligation or liability hereunder, and shall
not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any Lender against
any Guarantor. For the purposes hereof “demand” shall include the commencement
and continuance of any legal proceedings.
3.18
Reinstatement.
This
Agreement shall remain in full force and effect and continue to be effective
should any petition be filed by or against Guarantor or any Issuer for
liquidation or reorganization, should Guarantor or any Issuer become insolvent
or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of Guarantor’s or and
Issuer’s assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time
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payment
and performance of the Guarantor Obligations, or any part thereof, is, pursuant
to applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee of the Guarantor Obligations, whether as a “voidable
preference”, “fraudulent conveyance”, or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Guarantor Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.
[SIGNATURE
PAGE FOLLOWS]
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Each
of
the undersigned has caused this GUARANTY AGREEMENT to be duly executed and
delivered as of the date first above written.
|
GUARANTORS:
|
|
HURON
CONSULTING SERVICES LLC,
a
Delaware
corporation
By:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name:
▇▇▇▇ ▇. ▇▇▇▇▇
Title:
CFO
|
|
HURON
CONSULTING GROUP HOLDINGS LLC,
a
Delaware limited liability company
By:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name:
▇▇▇▇ ▇. ▇▇▇▇▇
Title:
CFO
|
|
▇▇▇▇▇▇
& ▇▇▇▇ LLC,
a
Delaware limited liability company
By:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name:
▇▇▇▇ ▇. ▇▇▇▇▇
Title:
CFO
|
|
HURON
(UK) LIMITED,
a
UK limited liability company
By:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name:
▇▇▇▇ ▇. ▇▇▇▇▇
Title:
CFO
|
|
ADMINISTRATIVE
AGENT:
|
|
LASALLE
BANK NATIONAL ASSOCIATION
By:
/S/ ▇▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇
Title:
VP
|
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ANNEX
I
FORM
OF JOINDER TO GUARANTY AGREEMENT
This
JOINDER AGREEMENT (this “Agreement”)
dated
as of [______] is executed by the undersigned for the benefit of LaSalle
Bank
National Association, as the Administrative Agent (the “Administrative
Agent”)
in
connection with that certain GUARANTY AGREEMENT dated as of [_________] among
the Guarantors party thereto and the Administrative Agent (as amended, restated,
supplemented or modified from time to time, the “GUARANTY
AGREEMENT”).
Capitalized terms not otherwise defined herein are being used herein as defined
in the GUARANTY AGREEMENT.
Each
Person signatory hereto is required to execute this Agreement pursuant to
Section
3.16
of the
GUARANTY AGREEMENT.
In
consideration of the premises and other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, each signatory
hereby
agrees as follows:
1. Each
such
Person assumes all the obligations of a Guarantor and a Guarantor under the
GUARANTY AGREEMENT and agrees that such person or entity is a Guarantor and
a
Guarantor and bound as a Guarantor and a Guarantor under the terms of the
GUARANTY AGREEMENT, as if it had been an original signatory to such agreement.
2. Each
such
Person’s address for notices under the GUARANTY AGREEMENT shall be the address
of the Company set forth in the Credit Agreement and each such Person hereby
appoints the Company as its agent to receive notices hereunder.
3. This
Agreement shall be deemed to be part of, and a modification to, the GUARANTY
AGREEMENT and shall be governed by all the terms and provisions of the GUARANTY
AGREEMENT, with respect to the modifications intended to be made to such
agreement, which terms are incorporated herein by reference, are ratified
and
confirmed and shall continue in full force and effect as valid and binding
agreements of each such person or entity enforceable against such person
or
entity. Each such Person hereby waives notice of the Administrative Agent’s
acceptance of this Agreement. Each such Person will deliver an executed original
of this Agreement to the Administrative Agent.
[add
signature block for each new Guarantor]