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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 property specifically defined as "Collateral" under Sections 6.1(a) and (b) of the Loan Agreement, and agrees that all of such property of Subsidiary shall be included within the definition of "Collateral" under the Loan Agreement, and hereby irrevocably authorizes Bank to execute and file any and all financing statements and other documents deemed necessary or desirable by Bank to perfect such security interest. Subsidiary hereby agrees to execute and deliver to Bank a Fourth Amended and Restated Secured Revolving Line of Credit Note, in form and substance satisfactory to Bank, evidencing such joinder.
3. Notices. Subsidiary hereby agrees that addresses for any and all notices given to it in connection with this Agreement and Loan Agreement shall be all notices shall be given to it at the address of the Borrower set forth in






