EXHIBIT
10.31
JOINDER
AGREEMENT
This JOINDER
AGREEMENT (the "Agreement") dated as of May 17, 2005, is executed
by and among HURON CONSULTING GROUP INC., a Delaware corporation
(sometimes referred to herein as "Parent Borrower"), and HURON
CONSULTING SERVICES LLC, a Delaware limited liability company f/k/a
Huron Consulting Group LLC, each of whose address is 550 W. Van
Buren Street, Chicago, Illinois 60607 (each of the foregoing two
corporations are jointly, severally and collectively referred to in
this Agreement as the "Borrower"), Speltz & Weis LLC, a
Delaware limited liability company whose address is 550 W. Van
Buren Street, Chicago, Illinois 60607 (hereinafter "Subsidiary"),
and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (the "Bank"), whose address is 135 South LaSalle
Street, Chicago, Illinois 60603.
RECITALS:
A. Original Borrower and Bank entered into that
certain Amended and Restated Loan and Security Agreement (the "Loan
Agreement") dated February 10, 2005, pursuant to which the Bank
agreed to provide to Borrower a one (1) year secured revolving line
of credit loan in the principal amount not to exceed at any time
the sum of Twenty-Five Million and No/100 Dollars ($25,000,000.00).
Terms used in this Agreement and not otherwise defined shall have
the meanings given to them in the Loan Agreement.
B.
Parent Borrower has acquired
Subsidiary and pursuant to Section 8.3(i) of the Loan Agreement,
Subsidiary is required to enter into a joinder agreement pursuant
to which Subsidiary becomes a party to the Loan Agreement, as a
joint and several borrower under the Loan Agreement and pledges its
assets to secure the Obligations, providing Bank with a senior
security interest in such assets.
NOW, THEREFORE,
in consideration of the foregoing Recitals, the mutual covenants
and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Recitals . The Recitals set forth above attached hereto
are true and correct and are incorporated into this Amendment by
this reference as if they were fully set forth herein.
2. Loan Agreement, Revolving Note, and Pledge of
Assets . The parties
hereby acknowledge and agree that Subsidiary: (a) is hereby added
as a party to the Loan Agreement and the Revolving Note executed
pursuant to the Loan Agreement, (b) is hereby deemed to be a
Borrower under such Loan Agreement, Revolving Note and the other
Loan Documents, and all references to the "Borrower" therein shall
include Subsidiary; and (c) Subsidiary hereby agrees to be bound
by, and hereby confirms, the terms and conditions of the Loan
Agreement, the Revolving Note and the other Loan Documents,
including but not limited to the granting to Bank of a senior
security interest in the Subsidiary's assets, and the Revolving
Note delivered pursuant to the Loan Agreement. As security for the
payment of the Obligations, Subsidiary confirms that it does hereby
pledge, assign, transfer and deliver to the Bank and does hereby
grant to the Bank a continuing and unconditional security interest
in and to any and all property of such Subsidiary, of any kind or
description, tangible or intangible, whether now existing or
hereafter arising or acquired, including, but not limited to, the
proper
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