AMENDMENT NO. 2 to CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 2

to

CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “ Amendment ”) is dated as of April 27, 2009 (the “ Effective Date ”) by and among HEIDRICK & STRUGGLES INTERNATIONAL, INC. (the “ Borrower ”), the financial institutions listed on the signature pages hereof (the “ Lenders ”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent (the “ Administrative Agent ”), under that certain Credit Agreement dated as of October 26, 2006 by and among the Borrower, the financial institutions party thereto, and the Administrative Agent (as amended prior to the date hereof, the “ Credit Agreement ”). Defined terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; and

WHEREAS, the Borrower has requested that the Administrative Agent and the requisite number of Lenders under Section 9.02 of the Credit Agreement amend the Credit Agreement on the terms and conditions set forth herein; and

WHEREAS, the Borrower, the requisite number of Lenders under Section 9.02 of the Credit Agreement, and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to the following:

1. Amendment to the Credit Agreement . Effective as of the Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

(a) The definition of “Alternate Base Rate” appearing in Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows:

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹ / 2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the appropriate page of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the relevant Agreed Currency in the London interbank market) that displays

British Bankers’ Association Interest Settlement Rates at approximately 11:00 a.m., London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

(b) The definition of “Applicable Rate” appearing in Section 1.01 of the Credit Agreement is amended to (i) amend and restate the pricing grid appearing therein in its entirety to read as set forth below, (ii) delete the word “and” appearing at the end of clause (ii) thereof, (iii) delete the period at the end of clause (iii) thereof and to replace such period with the phrase “; and” and (iv) add a new clause (iv) thereof as set forth below:

(iv) notwithstanding anything herein to the contrary, from the Amendment No. 2 Effective Date to but not including the fifth (5 ^th ) Business Day following receipt of the Borrower’s financial statements delivered pursuant to Section 5.01 for the fiscal quarter ending March 31, 2009, Category 4 above shall be deemed applicable.

(c) The definition of “Commitment appearing in Section 1.01 of the Credit Agreement is amended to (i) delete the word “initial” appearing in each of the final two sentences thereof, (ii) add the phrase “as of the Amendment No. 2 Effective Date” immediately after the phrase “each Lender’s Commitment” appearing therein, (iii) add the phrase “as of the Amendment No. 2 Effective Date” immediately after the phrase “the Lenders’ Commitments” appearing therein and (iv) delete the amount “$100,000,000” appearing in the final sentence thereof and to replace such amount with the amount “$75,000,000”.

(d) Section 1.01 of the Credit Agreement is amended to add the following definitions thereto in appropriate alphabetical order and, where applicable, replace the corresponding previously existing definitions:

“ Amendment No. 2 Effective Date ” means April 27, 2009.

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“ Consolidated EBITDA ” means Consolidated Operating Income plus , (i) Consolidated Interest Income, (ii) depreciation, (iii) amortization and (iv) to the extent deducted in computing Consolidated Operating Income, (A) cash restructuring charges incurred in the Borrower’s 2009 fiscal year and in an aggregate amount not to exceed $19,200,000 and (B) non-cash charges, expenses or losses and minus , to the extent included in computing Consolidated Operating Income, all non-cash income or gains, all calculated for the Borrower and its Subsidiaries in accordance with GAAP on a consolidated basis for the applicable period.

“ Consolidated EBITDAR ” means Consolidated Operating Income plus , (i) Consolidated Interest Income, (ii) depreciation, (iii) amortization, (iv) Consolidated Rental Expense and (v) to the extent deducted in computing Consolidated Operating Income, (A) cash restructuring charges incurred in the Borrower’s 2009 fiscal year and in an aggregate amount not to exceed $19,200,000 and (B) non-cash charges, expenses or losses and minus , to the extent included in computing Consolidated Operating Income, all non-cash income or gains, all calculated for the Borrower and its Subsidiaries in accordance with GAAP on a consolidated basis for the applicable period.

“ Defaulting Lender ” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

(e) Section 1.01 of the Credit Agreement is amended to delete each of the following definitions appearing therein: “Buying Lender”, “Commitment Increase Notice”, “Effective Commitment Amount”, “Lender Increase Notice”, “Percentage”, “Proposed New Lender” and “Selling Lender”.

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(f) Section 2.19(b) of the Credit Agreement is amended to delete the phrase “defaults