<PAGE>
                                                                   EXHIBIT 10.22
================================================================================


                           THREE YEAR CREDIT AGREEMENT



                         DATED AS OF SEPTEMBER 27, 2002




                                      AMONG




                             HEWITT ASSOCIATES LLC,



                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,


                         HARRIS TRUST AND SAVINGS BANK,
                            AS ADMINISTRATIVE AGENT,

                                BANK OF MONTREAL,
                                   AS ARRANGER

                                       AND

                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT


================================================================================

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION          DESCRIPTION                                               PAGE
<C>              <S>                                                       <C>
SECTION 1.       THE CREDIT FACILITIES ...................................   1

  Section 1.1.   Revolving Credit Commitments ............................   1
  Section 1.2.   Letters of Credit .......................................   1
  Section 1.3.   Applicable Interest Rates ...............................   4
  Section 1.4.   Minimum Borrowing Amounts; Maximum Eurodollar Loans .....   6
  Section 1.5.   Manner of Borrowing Loans and Designating Applicable
                   Interest Rates ........................................   6
  Section 1.6.   Interest Periods ........................................   8
  Section 1.7.   Maturity of Loans .......................................   9
  Section 1.8.   Prepayments .............................................   9
  Section 1.9.   Default Rate ............................................  10
  Section 1.10.  The Notes ...............................................  10
  Section 1.11.  Funding Indemnity .......................................  10
  Section 1.12.  Commitment Terminations .................................  11
  Section 1.13.  Substitution of Lenders .................................  11
  Section 1.14.  Swing Loans .............................................  12
  Section 1.15.  Increase in Commitments; Additional Lenders .............  13

SECTION 2.       FEES ....................................................  14

  Section 2.1.   Fees ....................................................  14

SECTION 3.       PLACE AND APPLICATION OF PAYMENTS .......................  16

  Section 3.1.   Place and Application of Payments .......................  16

SECTION 4.       DEFINITIONS; INTERPRETATION .............................  17

  Section 4.1.   Definitions .............................................  17
  Section 4.2.   Interpretation ..........................................  28
  Section 4.3.   Change in Accounting Principles .........................  28

SECTION 5.       REPRESENTATIONS AND WARRANTIES ..........................  29

  Section 5.1.   Organization and Qualification ..........................  29
  Section 5.2.   Subsidiaries ............................................  29
  Section 5.3.   Authority and Validity of Obligations ...................  29
  Section 5.4.   Use of Proceeds; Margin Stock ...........................  30
  Section 5.5.   Financial Reports .......................................  30
  Section 5.6.   No Material Adverse Change ..............................  30
  Section 5.7.   Full Disclosure .........................................  31
  Section 5.8.   Good Title ..............................................  31
  Section 5.9.   Litigation and Other Controversies ......................  31
</TABLE>

<PAGE>

<TABLE>
<C>              <S>                                                       <C>
  Section 5.10.  Taxes ...................................................  31
  Section 5.11.  Approvals ...............................................  31
  Section 5.12.  Affiliate Transactions ..................................  31
  Section 5.13.  Investment Company; Public Utility Holding Company ......  32
  Section 5.14.  ERISA ...................................................  32
  Section 5.15.  Compliance with Laws ....................................  32
  Section 5.16.  Other Agreements ........................................  32
  Section 5.17.  No Default ..............................................  32

SECTION 6.       CONDITIONS PRECEDENT ....................................  33

  Section 6.1.   All Credit Events .......................................  33
  Section 6.2.   Initial Credit Event ....................................  33

SECTION 7.       COVENANTS ...............................................  35

  Section 7.1.   Maintenance of Business .................................  35
  Section 7.2.   Maintenance of Properties ...............................  35
  Section 7.3.   Taxes and Assessments ...................................  35
  Section 7.4.   Insurance ...............................................  35
  Section 7.5.   Financial Reports .......................................  36
  Section 7.6.   Inspection ..............................................  37
  Section 7.7.   Interest Coverage Ratio .................................  38
  Section 7.8.   Tangible Net Worth ......................................  38
  Section 7.9.   Leverage Ratio ..........................................  38
  Section 7.10.  Distributions ...........................................  38
  Section 7.11.  Indebtedness ............................................  38
  Section 7.12.  Liens ...................................................  38
  Section 7.13.  Investments, Acquisitions, Loans, Advances and
                   Guaranties ............................................  39
  Section 7.14.  Use of Proceeds .........................................  40
  Section 7.15.  Mergers, Consolidations and Sales .......................  40
  Section 7.16.  Maintenance of Subsidiaries .............................  41
  Section 7.17.  ERISA ...................................................  41
  Section 7.18.  Compliance with Laws ....................................  41
  Section 7.19.  Burdensome Contracts With Affiliates ....................  41
  Section 7.20.  No Changes in Fiscal Year ...............................  42
  Section 7.21.  Amendments to Articles and Operating Agreement ..........  42

SECTION 8.       EVENTS OF DEFAULT AND REMEDIES ..........................  42

  Section 8.1.   Events of Default .......................................  42
  Section 8.2.   Non-Bankruptcy Defaults .................................  44
  Section 8.3.   Bankruptcy Defaults .....................................  44
  Section 8.4.   Collateral for Undrawn Letters of Credit ................  44
  Section 8.5.   Notice of Default .......................................  45
  Section 8.6.   Expenses ................................................  45
</TABLE>

                                      -ii-

<PAGE>


<TABLE>
<C>              <S>                                                       <C>
SECTION 9.       CHANGE IN CIRCUMSTANCES .................................  45

  Section 9.1.   Change of Law ...........................................  45
  Section 9.2.   Unavailability of Deposits or Inability to Ascertain,
                   or Inadequacy of, LIBOR ...............................  46
  Section 9.3.   Increased Cost and Reduced Return .......................  46
  Section 9.4.   Lending Offices .........................................  48
  Section 9.5.   Discretion of Lender as to Manner of Funding ............  48

SECTION 10.      THE ADMINISTRATIVE AGENT ................................  48

  Section 10.1.  Appointment and Authorization of Administrative Agent ...  48
  Section 10.2.  Administrative Agent and its Affiliates .................  48
  Section 10.3.  Action by Administrative Agent ..........................  49
  Section 10.4.  Consultation with Experts ...............................  49
  Section 10.5.  Liability of Administrative Agent; Credit Decision ......  49
  Section 10.6.  Indemnity ...............................................  50
  Section 10.7.  Resignation of Administrative Agent and Successor
                   Administrative Agent ..................................  50
  Section 10.8.  L/C Issuer ..............................................  51
  Section 10.9.  Designation of Additional Agents ........................  51

SECTION 11.      MISCELLANEOUS ...........................................  51

  Section 11.1.  Withholding Taxes .......................................  51
  Section 11.2.  No Waiver, Cumulative Remedies ..........................  53
  Section 11.3.  Non-Business Days .......................................  53
  Section 11.4.  Documentary Taxes .......................................  53
  Section 11.5.  Survival of Representations .............................  53
  Section 11.6.  Survival of Indemnities .................................  53
  Section 11.7.  Sharing .................................................  53
  Section 11.8.  Notices .................................................  54
  Section 11.9.  Counterparts ............................................  54
  Section 11.10. Successors and Assigns ..................................  54
  Section 11.11. Participants ............................................  55
  Section 11.12. Assignments .............................................  55
  Section 11.13. Amendments ..............................................  56
  Section 11.14. Headings ................................................  56
  Section 11.15. Costs and Expenses; Indemnification .....................  57
  Section 11.16. Entire Agreement ........................................  58
  Section 11.17. Governing Law ...........................................  58
  Section 11.18. Severability of Provisions ..............................  58
  Section 11.19. Construction ............................................  58
  Section 11.20. Lender's Obligations Several ............................  58
  Section 11.21. Submission to Jurisdiction; Waiver of Jury Trial ........  58
</TABLE>

                                      -iii-

<PAGE>


EXHIBIT A     --  Notice of Payment Request
EXHIBIT B     --  Notice of Borrowing
EXHIBIT C     --  Notice of Continuation/Conversion
EXHIBIT D-1   --  Revolving Note
EXHIBIT D-2   --  Swing Note
EXHIBIT E     --  Compliance Certificate
EXHIBIT F     --  Assignment and Acceptance
SCHEDULE 1    --  Commitments
SCHEDULE 2    --  Existing Letters of Credit
SCHEDULE 5.2  --  Subsidiaries

                                      -iv-

<PAGE>

                           THREE YEAR CREDIT AGREEMENT

         This Three Year Credit Agreement is entered into as of September 27,
2002, by and among Hewitt Associates LLC, an Illinois limited liability company
(the "Borrower"), the several financial institutions from time to time party to
this Agreement, as Lenders, Harris Trust and Savings Bank, as Administrative
Agent, Bank of Montreal, as Arranger and Bank of America, N.A., as Syndication
Agent, as provided herein. All capitalized terms used herein without definition
shall have the same meanings herein as such terms are defined in Section 4.1
hereof.

                              PRELIMINARY STATEMENT

         The Borrower has requested, and the Lenders have agreed to extend,
certain credit facilities on the terms and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


SECTION 1. THE CREDIT FACILITIES.

         Section 1.1. Revolving Credit Commitments. Subject to the terms and
conditions hereof, each Lender, by its acceptance hereof, severally agrees to
make a loan or loans (individually a "Revolving Loan" and collectively the
"Revolving Loans") in U.S. Dollars to the Borrower from time to time on a
revolving basis up to the amount of such Lender's Revolving Credit Commitment,
subject to any reductions thereof pursuant to the terms hereof, before the
Revolving Credit Termination Date. The sum of the aggregate principal amount of
Revolving Loans, Swing Loans, and L/C Obligations at any time outstanding shall
not exceed the Revolving Credit Commitments in effect at such time. Each
Borrowing of Revolving Loans shall be made ratably by the Lenders in proportion
to their respective Revolver Percentages. As provided in Section 1.5(a) hereof,
the Borrower may elect that each Borrowing of Revolving Loans be either Base
Rate Loans or Eurodollar Loans. Revolving Loans may be repaid and the principal
amount thereof reborrowed before the Revolving Credit Termination Date, subject
to the terms and conditions hereof.

         Section 1.2. Letters of Credit. (a) General Terms. Subject to the
terms and conditions hereof, as part of the Revolving Credit, the L/C Issuer
shall issue standby  letters of credit (each a "Letter of Credit") for the
Borrower's account in an aggregate undrawn  face  amount up to the  L/C
Sublimit. Each Letter of Credit shall be issued by the L/C Issuer, but each
Lender shall be obligated to reimburse the L/C Issuer for such Lender's Revolver
Percentage of the amount of each drawing thereunder and, accordingly, each
Letter of Credit shall constitute usage of the Revolving Credit Commitment of
each Lender pro rata in an amount equal to its Revolver Percentage of the L/C
Obligations then outstanding.Notwithstanding anything herein to the contrary,
the Existing Letters of Credit shall constitute "Letters of Credit" hereunder
for all

<PAGE>

purposes of this Agreement to the same extent and with the same force and effect
as if such Letters of Credit had been issued under this Agreement at the request
of the Borrower.

         (b) Applications. At any time before the Revolving Credit Termination
Date, the L/C Issuer shall, at the request of the Borrower, issue one or more
Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer and
the Borrower, with expiration dates no later than the earlier of 12 months from
the date of issuance (or which are cancelable not later than 12 months from the
date of issuance and each renewal) or 30 days prior to the Revolving Credit
Termination Date, in an aggregate face amount not to exceed the limits set forth
in the foregoing Sections, upon the receipt of an application duly executed by
the Borrower for the relevant Letter of Credit in the form then customarily
prescribed by the L/C Issuer for the Letter of Credit requested (each an
"Application"). Notwithstanding anything contained in any Application to the
contrary: (i) the Borrower shall pay fees in connection with each Letter of
Credit as set forth in Section 2.1 hereof, (ii) before the occurrence of a
Default or an Event of Default, the L/C Issuer will not call for the funding by
the Borrower of any amount under a Letter of Credit before being presented with
a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for
the amount of any drawing under a Letter of Credit on the date such drawing is
paid, the Borrower's obligation to reimburse the L/C Issuer for the amount of
such drawing shall bear interest (which the Borrower hereby promises to pay)
from and after the date such drawing is paid at a rate per annum equal to the
sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in
effect (computed on the basis of a year of 365 or 366 days, as the case may be,
and the actual number of days elapsed). If the L/C Issuer issues any Letter of
Credit with an expiration date that is automatically extended unless the L/C
Issuer gives notice that the expiration date will not so extend beyond its then
scheduled expiration date, unless the Required Lenders instruct the L/C Issuer
otherwise, the L/C Issuer will give such notice of non-renewal before the time
necessary to prevent such automatic extension if before such required notice
date: (i) the expiration date of such Letter of Credit if so extended would be
after the Revolving Credit Termination Date, (ii) the Revolving Credit
Commitments have been terminated, or (iii) a Default or an Event of Default
exists and the Administrative Agent, at the request, or with the consent of, the
Required Lenders, has given the L/C Issuer instructions not to so permit the
extension of the expiration date of such Letter of Credit. The L/C Issuer agrees
to issue amendments to the Letter(s) of Credit increasing the amount, or
extending the expiration date, thereof at the request of the Borrower subject to
the conditions of Section 7 hereof and the other terms of this Section 1.2.

         (c) The Reimbursement Obligations. Subject to Section 1.2(b) hereof,
the obligation of the Borrower to reimburse the L/C Issuer for all drawings
under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the
Application related to such Letter of Credit, except that reimbursement shall be
made by no later than 2:00 p.m. (Chicago time) on the date when each drawing is
to be paid if the Borrower has been informed of such drawing by the L/C Issuer
on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be
paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. but
prior to 4:00 p.m. (Chicago time) on the date when such drawing is to be paid,
by the end of such day (and if notice is given to the Borrower after 4:00 p.m.
(Chicago time) on such date, then by noon (Chicago time) on the next Business
Day), in immediately available funds at the Administrative Agent's
principal office in Chicago, Illinois or such other office as the Administrative
Agent may designate in

                                      -2-

<PAGE>

writing to the Borrower (who shall thereafter cause to be distributed to the L/C
Issuer such amount(s) in like funds). If the Borrower does not make any such
reimbursement payment on the date due and the Participating Lenders fund their
participations therein in the manner set forth in Section 1.2(d) below, then all
payments thereafter received by the Administrative Agent in discharge of any of
the relevant Reimbursement Obligations shall be distributed in accordance with
Section 1.2(d) below.

     (d) The Participating Interests. Each Lender (other than the Lender acting
as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance
hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer
hereby agrees to sell to each such Lender (a "Participating Lender"), an
undivided percentage participating interest (a "Participating Interest"), to the
extent of its Revolver Percentage, in each Letter of Credit issued by, and each
Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the
Borrower to pay any Reimbursement Obligation at the time required on the date
the related drawing is to be paid, as set forth in Section 1.2(c) above, or if
the L/C Issuer is required at any time to return to the Borrower or to a
trustee, receiver, liquidator, custodian or other Person any portion of any
payment of any Reimbursement Obligation, each Participating Lender shall, not
later than the Business Day it receives a certificate in the form of Exhibit A
hereto from the L/C Issuer (with a copy to the Administrative Agent) to such
effect, if such certificate is received before 1:00 p.m. (Chicago time), or not
later than 1:00 p.m. (Chicago time) the following Business Day, if such
certificate is received after such time, pay to the Administrative Agent for the
account of the L/C Issuer an amount equal to such Participating Lender's
Revolver Percentage of such unpaid or recaptured Reimbursement Obligation
together with interest on such amount accrued from the date the related payment
was made by the L/C Issuer to the date of such payment by such Participating
Lender at a rate per annum equal to: (i) from the date the related payment was
made by the L/C Issuer to the date 2 Business Days after payment by such
Participating Lender is due hereunder, the Federal Funds Rate for each such day
and (ii) from the date 2 Business Days after the date such payment is due from
such Participating Lender to the date such payment is made by such Participating
Lender, the Base Rate in effect for each such day. Each such Participating
Lender shall thereafter be entitled to receive its Revolver Percentage of each
payment received in respect of the relevant Reimbursement Obligation and of
interest paid thereon, with the L/C Issuer retaining its Revolver Percentage
thereof as a Lender hereunder.

     The several obligations of the Participating Lenders to the L/C Issuer
under this Section 1.2 shall be absolute, irrevocable and unconditional under
any and all circumstances whatsoever and shall not be subject to any set-off,
counterclaim or defense to payment which any Participating Lender may have or
have had against the Borrower, the L/C Issuer, the Administrative Agent, any
Lender or any other Person whatsoever. Without limiting the generality of the
foregoing, such obligations shall not be affected by any Default or Event of
Default or by any reduction or termination of any Commitment of any Lender, and
each payment by a Participating Lender under this Section 1.2 shall be made
without any offset, abatement, withholding or reduction whatsoever.

     (e) Indemnification. The Participating Lenders shall, to the extent of
their respective Revolver Percentages, indemnify the L/C Issuer (to the extent
not reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand,

                                      -3-

<PAGE>

action, loss or liability (except such as result from the L/C Issuer's gross
negligence or willful misconduct) that the L/C Issuer may suffer or incur in
connection with any Letter of Credit issued by it. The obligations of the
Participating Lenders under this Section 1.2(e) and all other parts of this
Section 1.2 shall survive termination of this Agreement and of all Applications,
Letters of Credit, and all drafts and other documents presented in connection
with drawings thereunder.

     (f) Manner of Requesting a Letter of Credit. The Borrower shall provide at
least three (3) Business Days' advance written notice to the Administrative
Agent of each request for the issuance of a Letter of Credit, such notice in
each case to be accompanied by an Application for such Letter of Credit properly
completed and executed by the Borrower and, in the case of an extension or an
increase in the amount of a Letter of Credit, a written request therefor, in a
form acceptable to the Administrative Agent and the L/C Issuer, in each case,
together with the fees called for by this Agreement, provided that the stated
amount of the Letter of Credit need not be specified until one (1) Business Day
prior to the requested date of issuance. The Administrative Agent shall promptly
notify the relevant L/C Issuer of the Administrative Agent's receipt of each
such notice and the L/C Issuer shall promptly notify the Administrative Agent
and the Lenders of the issuance of the Letter of Credit so requested.

     Section 1.3. Applicable Interest Rates. (a) Base Rate Loans. Each Base Rate
Loan made or maintained by a Lender shall bear interest during each Interest
Period it is outstanding (computed on the basis of a year of 365 or 366 days, as
the case may be, and the actual days elapsed) on the unpaid principal amount
thereof from the date such Loan is advanced, continued or created by conversion
from a Eurodollar Loan until maturity (whether by acceleration or otherwise) at
a rate per annum equal to the sum of the Applicable Margin plus the Base Rate
from time to time in effect, payable on the last day of its Interest Period and
at maturity (whether by acceleration or otherwise).

     "Base Rate" means for any day the greater of: (i) the rate of interest
announced or otherwise established by the Administrative Agent from time to time
as its prime commercial rate as in effect on such day, with any change in the
Base Rate resulting from a change in said prime commercial rate to be effective
as of the date of the relevant change in said prime commercial rate (it being
acknowledged and agreed that such rate may not be the Administrative Agent's
best or lowest rate), or (ii) the sum of (x) the rate determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the rates per annum quoted to the Administrative
Agent at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is
practicable) on such day (or, if such day is not a Business Day, on the
immediately preceding Business Day) by two or more Federal funds brokers
selected by the Administrative Agent for sale to the Administrative Agent at
face value of Federal funds in the secondary market in an amount equal or
comparable to the principal amount owed to the Administrative Agent for which
such rate is being determined, plus (y) 1/2 of 1%.

     (b) Eurodollar Loans. Each Eurodollar Loan made or maintained by a Lender
shall bear interest during each Interest Period it is outstanding (computed on
the basis of a year of 360 days and actual days elapsed) on the unpaid principal
amount thereof from the date such Loan is advanced, continued or created by
conversion from a Base Rate Loan until maturity (whether by acceleration or
otherwise) at a rate per annum equal to the sum of the Applicable

                                      -4-

<PAGE>

Margin plus the Adjusted LIBOR applicable for such Interest Period, payable on
the last day of the Interest Period and at maturity (whether by acceleration or
otherwise), and, if the applicable Interest Period is longer than three months,
on each day occurring every three months after the commencement of such Interest
Period.

     "Adjusted LIBOR" means, for any Borrowing of Eurodollar Loans, a rate per
annum determined in accordance with the following formula:

             Adjusted LIBOR =                  LIBOR
                                 ---------------------------------
                                 1 - Eurodollar Reserve Percentage

     "Eurodollar Reserve Percentage" means, for any Borrowing of Eurodollar
Loans, the daily average for the applicable Interest Period of the maximum rate,
expressed as a decimal, at which reserves (including, without limitation, any
supplemental, marginal, and emergency reserves) are imposed during such Interest
Period by the Board of Governors of the Federal Reserve System (or any
successor) on "eurocurrency liabilities", as defined in such Board's Regulation
D (or in respect of any other category of liabilities that includes deposits by
reference to which the interest rate on Eurodollar Loans is determined or any
category of extensions of credit or other assets that include loans by
non-United States offices of any Lender to United States residents), subject to
any amendments of such reserve requirement by such Board or its successor,
taking into account any transitional adjustments thereto. For purposes of this
definition, the Eurodollar Loans shall be deemed to be "eurocurrency
liabilities" as defined in Regulation D without benefit or credit for any
prorations, exemptions or offsets under Regulation D.

     "LIBOR" means, for an Interest Period for a Borrowing of Eurodollar Loans,
(a) the LIBOR Index Rate for such Interest Period, if such rate is available,
and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of
the rates of interest per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds
are offered to the Administrative Agent at 11:00 a.m. (London, England time) 2
Business Days before the beginning of such Interest Period by 3 or more major
banks in the interbank eurodollar market selected by the Administrative Agent
for delivery on the first day of and for a period equal to such Interest Period
and in an amount equal or comparable to the principal amount of the Eurodollar
Loan scheduled to be made by the Administrative Agent as part of such Borrowing.

     "LIBOR Index Rate" means, for any Interest Period, the rate per annum
(rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) for deposits in U.S. Dollars for a period equal to such
Interest Period, which appears on the Telerate Page 3750 as of 11:00 a.m.
(London, England time) on the day 2 Business Days before the commencement of
such Interest Period.

     "Telerate Page 3750" means the display designated as "Page 3750" on the
Telerate Service (or such other page as may replace Page 3750 on that service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for U.S. Dollar deposits).

                                      -5-

<PAGE>


     (c) Rate Determinations. The Administrative Agent shall determine, in
accordance with the terms and provisions hereof, each interest rate applicable
to the Loans and the Reimbursement Obligations hereunder, and its determination
thereof shall be prima facie evidence thereof.

     Section 1.4. Minimum Borrowing Amounts; Maximum Eurodollar Loans. Each
Borrowing of Base Rate Loans advanced under the Revolving Credit shall be in an
amount not less than $1,000,000 or such greater amount which is an integral
multiple of $100,000. Each Borrowing of Eurodollar Loans advanced, continued or
converted under the Revolving Credit shall be in an amount equal to $2,000,000
or such greater amount which is an integral multiple of $100,000.

     Section 1.5. Manner of Borrowing Loans and Designating Applicable Interest
Rates. (a) Notice to the Administrative Agent. The Borrower shall give notice to
the Administrative Agent by no later than 10:00 a.m. (Chicago time): (i) at
least 3 Business Days before the date on which the Borrower requests the Lenders
to advance a Borrowing of Eurodollar Loans and (ii) on the date the Borrower
requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans
included in each Borrowing shall bear interest initially at the type of rate
specified in such notice of a new Borrowing. Thereafter, the Borrower may from
time to time elect to change or continue the type of interest rate borne by each
Borrowing or, subject to Section 1.4's minimum amount requirement for each
outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is
of Eurodollar Loans, on the last day of the Interest Period applicable thereto,
the Borrower may continue part or all of such Borrowing as Eurodollar Loans or
convert part or all of such Borrowing into Base Rate Loans or (ii) if such
Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert
all or part of such Borrowing into Eurodollar Loans for an Interest Period or
Interest Periods specified by the Borrower. The Borrower shall give all such
notices requesting the advance, continuation or conversion of a Borrowing to the
Administrative Agent by telephone or telecopy (which notice shall be irrevocable
once given and, if by telephone, shall be promptly confirmed in writing),
substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or
Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other
form acceptable to the Administrative Agent. Notice of the continuation of a
Borrowing of Eurodollar Loans for an additional Interest Period or of the
conversion of part or all of a Borrowing of Base Rate Loans into Eurodollar
Loans must be given by no later than 10:00 a.m. (Chicago time) at least three
(3) Business Days before the date of the requested continuation or conversion.
All such notices concerning the advance, continuation or conversion of a
Borrowing shall specify the date of the requested advance, continuation or
conversion of a Borrowing (which shall be a Business Day), the amount of the
requested Borrowing to be advanced, continued or converted, the type of Loans to
comprise such new, continued or converted Borrowing and, if such Borrowing is to
be comprised of Eurodollar Loans, the Interest Period applicable thereto. The
Borrower agrees that the Administrative Agent may rely on any such telephonic or
telecopy notice given by any person the Administrative Agent reasonably believes
is an Authorized Representative without the necessity of independent
investigation; provided, however, that prior to advancing funds for a Borrowing,
the Administrative Agent has provided to the Borrower a telecopy confirmation of
the Loan, including applicable rate (in the case of Eurodollar Loans only) and
amount. In the event any

                                      -6-

<PAGE>

such notice by telephone conflicts with any written confirmation, the written
confirmation shall govern absent manifest error.

     (b) Notice to the Lenders. The Administrative Agent shall give prompt
telephonic or telecopy notice to each Lender of any notice from the Borrower
received pursuant to Section 1.5(a) above and, if such notice requests the
Lenders to make Eurodollar Loans, the Administrative Agent shall give notice to
the Borrower and each Lender by like means of the interest rate applicable
thereto promptly after the Administrative Agent has made such determination.

     (c) Borrower's Failure to Notify; Automatic Continuations and Conversions.
Any outstanding Borrowing of Base Rate Loans shall automatically be continued
for an additional Interest Period on the last day of its then current Interest
Period unless the Borrower has notified the Administrative Agent within the
period required by Section 1.5(a) that the Borrower intends to convert such
Borrowing, subject to Section 6.1 hereof, into a Borrowing of Eurodollar Loans
or such Borrowing is prepaid in accordance with Section 1.8(a). If the Borrower
fails to give notice pursuant to Section 1.5(a) above of the continuation or
conversion of any outstanding principal amount of a Borrowing of Eurodollar
Loans before the last day of its then current Interest Period within the period
required by Section 1.5(a) or, whether or not such notice has been given, one or
more of the conditions set forth in Section 6.1 for the continuation or
conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such
Borrowing is not prepaid in accordance with Section 1.8(a), such Borrowing shall
automatically be converted into a Borrowing of Base Rate Loans. In the event the
Borrower fails to give notice pursuant to Section 1.5(a) above of a Borrowing
equal to the amount of a Reimbursement Obligation and has not notified the
Administrative Agent by 1:00 p.m. (Chicago time) on the day such Reimbursement
Obligation becomes due that it intends to repay such Reimbursement Obligation
through funds not borrowed under this Agreement, the Borrower shall be deemed to
have requested a Borrowing of Swing Loans, if such Borrowing would not cause the
outstanding Swing Loans to exceed the Swing Line Sublimit, or if the Swing Line
Sublimit would be exceeded, then a Borrowing of Base Rate Loans under the
Revolving Credit on such day in the amount of the Reimbursement Obligation then
due, which Borrowing shall be applied to pay the Reimbursement Obligation then
due.

     (d) Disbursement of Loans. Not later than 1:00 p.m. (Chicago time) on the
date of any requested advance of a new Borrowing, subject to Section 6 hereof,
each Lender shall make available its Loan comprising part of such Borrowing in
funds immediately available at the principal office of the Administrative Agent
in Chicago, Illinois. The Administrative Agent shall promptly deposit the
proceeds of each new Borrowing into the account of the Borrower at the
Administrative Agent's principal office in Chicago, Illinois which is designated
for such purpose.

     (e) Administrative Agent Reliance on Lender Funding. Unless the
Administrative Agent shall have been notified by a Lender prior to (or, in the
case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the date
on which such Lender is scheduled to make payment to the Administrative Agent of
the proceeds of a Loan (which notice shall be effective upon receipt) that such
Lender does not intend to make such payment, the Administrative Agent may assume
that such Lender has made such payment when due and the Administrative Agent

                                      -7-

<PAGE>

may in reliance upon such assumption (but shall not be required to) make
available to the Borrower the proceeds of the Loan to be made by such Lender
and, if any Lender has not in fact made such payment to the Administrative
Agent, such Lender shall, on demand, pay to the Administrative Agent the amount
made available to the Borrower attributable to such Lender together with
interest thereon in respect of each day during the period commencing on the date
such amount was made available to the Borrower and ending on (but excluding) the
date such Lender pays such amount to the Administrative Agent at a rate per
annum equal to: (i) from the date the related advance was made by the
Administrative Agent to the date 2 Business Days after payment by such Lender is
due hereunder, the Federal Funds Rate for each such day and (ii) from the date 2
Business Days after the date such payment is due from such Lender to the date
such payment is made by such Lender, the Base Rate in effect for each such day.
If such amount is not received from such Lender by the Administrative Agent
immediately upon demand, the Borrower will, within three (3) Business Days of
demand, repay to the Administrative Agent the proceeds of the Loan attributable
to such Lender with interest thereon at a rate per annum equal to the federal
funds rate, but without such payment being considered a payment or prepayment of
a Loan under Section 1.11 hereof so that the Borrower will have no liability
under such Section with respect to such payment.

     Section 1.6. Interest Periods. As provided in Section 1.5(a) and 1.14
hereof, at the time of each request to advance, continue or create by conversion
a Borrowing of Eurodollar Loans or Swing Loans, the Borrower shall select an
Interest Period applicable to such Loans from among the available options. The
term "Interest Period" means the period commencing on the date a Borrowing of
Loans is advanced, continued or created by conversion and ending: (a) in the
case of Base Rate Loans, on the last day of the calendar quarter (i.e., the last
day of March, June, September or December, as applicable) in which such
Borrowing is advanced, continued or created by conversion (or on the last day of
the following calendar quarter if such Loan is advanced, continued or created by
conversion on the last day of a calendar quarter), (b) in the case of a
Eurodollar Loan, 1, 2, 3 or 6 months thereafter, and (c) in the case of a Swing
Loan, on the date 1 to 7 days thereafter as mutually agreed to by the Borrower
and the Administrative Agent; provided, however, that:

          (a) any Interest Period for a Borrowing of Revolving Loans or Swing
     Loans consisting of Base Rate Loans that otherwise would end after the
     Revolving Credit Termination Date shall end on the Revolving Credit
     Termination Date;

          (b) no Interest Period with respect to any portion of the Revolving
     Loans or Swing Loans shall extend beyond the Revolving Credit Termination
     Date;

          (c) whenever the last day of any Interest Period would otherwise be a
     day that is not a Business Day, the last day of such Interest Period shall
     be extended to the next succeeding Business Day, provided that, if such
     extension would cause the last day of an Interest Period for a Borrowing of
     Eurodollar Loans to occur in the following calendar month, the last day of
     such Interest Period shall be the immediately preceding Business Day; and

                                      -8-

<PAGE>


          (d) for purposes of determining an Interest Period for a Borrowing of
     Eurodollar Loans, a month means a period starting on one day in a calendar
     month and ending on the numerically corresponding day in the next calendar
     month; provided, however, that if there is no numerically corresponding day
     in the month in which such an Interest Period is to end or if such an
     Interest Period begins on the last Business Day of a calendar month, then
     such Interest Period shall end on the last Business Day of the calendar
     month in which such Interest Period is to end.

     Section 1.7. Maturity of Loans. Each Revolving Loan and Swing Loan, both
for principal and interest, shall mature and become due and payable by the
Borrower on the Revolving Credit Termination Date.

     Section 1.8. Prepayments. (a) The Borrower shall have the right of
prepaying without premium or penalty (except as set forth in Section 1.11 below)
and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base
Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of
Eurodollar Loans, in an amount not less than $2,000,000, and (iii) in each case,
in an amount such that the minimum amount required for a Borrowing pursuant to
Section 1.4 and 1.14 hereof remains outstanding) any Borrowing of Eurodollar
Loans at any time upon 3 Business Days prior notice by the Borrower to the
Administrative Agent or, in the case of a Borrowing of Base Rate Loans, notice
delivered by the Borrower to the Administrative Agent no later than 10:00 a.m.
(Chicago time) on the date of prepayment.

     (b) The Borrower shall, on each date the Revolving Credit Commitments are
reduced pursuant to Section 1.12 hereof, prepay the Revolving Loans, Swing
Loans, and, if necessary, prefund the L/C Obligations by the amount, if any,
necessary to reduce the sum of the aggregate principal amount of Revolving
Loans, Swing Loans, and L/C Obligations then outstanding to the amount to which
the Revolving Credit Commitments have been so reduced.

     (c) Unless the Borrower otherwise directs, prepayments of Loans under this
Section 1.8 shall be applied first to Borrowings of Base Rate Loans until
payment in full thereof with any balance applied to Borrowings of Eurodollar
Loans in the order in which their Interest Periods expire. Each prepayment of
Loans under this Section 1.8 shall be made by the payment of the principal
amount to be prepaid and, in the case of any Eurodollar Loans or Swing Loans,
accrued interest thereon to the date of prepayment together with any amounts due
the Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall
be made in accordance with Section 8.4 hereof.

     (d) The Administrative Agent will promptly advise each Lender of any notice
of prepayment it receives from the Borrower.Any amount of Revolving Loans and
Swing Loans paid or prepaid before the Revolving Credit Termination Date may,
subject to the terms and conditions of this Agreement, be borrowed, repaid and
borrowed again.

     Section 1.9. Default Rate. Notwithstanding anything to the contrary
contained in Section 1.3 hereof, while any Event of Default exists or after
acceleration, the Borrower shall pay interest (after as well as before entry of
judgment thereon to the extent permitted by law) on the principal amount of all
Loans owing by it at a rate per annum equal to the sum of 2.0% plus the

                                      -9-

<PAGE>

Applicable Margin plus the Base Rate from time to time in effect; provided,
however, that in the absence of acceleration, any adjustments pursuant to this
Section shall be made at the election of the Administrative Agent, acting at the
request or with the consent of the Required Lenders, with written notice to the
Borrower. While any Event of Default exists or after acceleration, interest
shall be paid on demand of the Administrative Agent at the request or with the
consent of the Required Lenders.

     Section 1.10. The Notes. (a) The Revolving Loans made to the Borrower by a
Lender shall be evidenced by a single promissory note of the Borrower issued to
such Lender in the form of Exhibit D-1 hereto. Each such promissory note is
hereinafter referred to as a "Revolving Note" and collectively such promissory
notes are referred to as the "Revolving Notes."

     (b) The Swing Loans made to the Borrower by the Administrative Agent shall
be evidenced by a single promissory note of the Borrower issued to the
Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is
hereinafter referred to as the "Swing Note."

     (c) Each Lender shall record on its books and records or on a schedule to
its appropriate Note the amount of each Loan advanced, continued or converted by
it, all payments of principal and interest and the principal balance from time
to time outstanding thereon, the type of such Loan, and, for any Eurodollar Loan
or Swing Loan, the Interest Period and the interest rate applicable thereto. The
record thereof, whether shown on such books and records of a Lender or on a
schedule to the relevant Note, shall be prima facie evidence as to all such
matters; provided, however, that the failure of any Lender to record any of the
foregoing or any error in any such record shall not limit or otherwise affect
the obligation of the Borrower to repay all Loans made to it hereunder together
with accrued interest thereon. At the request of any Lender and upon such Lender
tendering to the Borrower the appropriate Note to be replaced, the Borrower
shall furnish a new Note to such Lender to replace any outstanding Note, and at
such time the first notation appearing on a schedule on the reverse side of, or
attached to, such Note shall set forth the aggregate unpaid principal amount of
all Loans, if any, then outstanding thereon.

     Section 1.11. Funding Indemnity. If any Lender shall incur any loss, cost
or expense (including, without limitation, any loss, cost or expense incurred by
reason of the liquidation or re-employment of deposits or other funds acquired
by such Lender to fund or maintain any Eurodollar Loan or Swing Loan bearing
interest at a fixed rate or the relending or reinvesting of such deposits or
amounts paid or prepaid to such Lender, but excluding lost profits or other
consequential or incidental damages or expenses) as a result of:

          (a) any payment, prepayment or conversion of a Eurodollar Loan or
     Swing Loan bearing interest at a fixed rate on a date other than the last
     day of its Interest Period,

          (b) any failure (because of a failure to meet the conditions of
     Section 7 or otherwise) by the Borrower to borrow or continue a Eurodollar
     Loan or Swing Loan bearing interest at a fixed rate, or to convert a Base
     Rate Loan into a Eurodollar Loan or Swing Loan bearing interest at a fixed
     rate, on the date specified in a notice given pursuant to Section 1.5(a) or
     1.14 hereof,

                                      -10-

<PAGE>

          (c) any failure by the Borrower to make any payment of principal on
     any Eurodollar Loan or Swing Loan bearing interest at a fixed rate when due
     (whether by acceleration or otherwise), or

          (d) any acceleration of the maturity of a Eurodollar Loan or Swing
     Loan bearing interest at a fixed rate as a result of the occurrence of any
     Event of Default hereunder,

then, within 15 days after the demand of such Lender, the Borrower shall pay to
such Lender such amount as will reimburse such Lender for such loss, cost or
expense. If any Lender makes such a claim for compensation, it shall provide to
the Borrower, with a copy to the Administrative Agent, a certificate setting
forth the amount of such loss, cost or expense in reasonable detail (including
an explanation of the basis for and the computation of such loss, cost or
expense).

     Section 1.12. Commitment Terminations. (a) Optional Revolving Credit
Terminations. The Borrower shall have the right at any time and from time to
time, upon 5 Business Days prior written notice to the Administrative Agent, to
terminate the Revolving Credit Commitments without premium or penalty and in
whole or in part, any partial termination to be (i) in an amount not less than
$5,000,000 and (ii) allocated ratably among the Lenders in proportion to their
respective Revolver Percentages, provided that the Revolving Credit Commitments
may not be reduced to an amount less than the sum of the aggregate principal
amount of Revolving Loans and of L/C Obligations then outstanding. Any
termination of the Revolving Credit Commitments below the L/C Sublimit or Swing
Line Sublimit then in effect shall reduce the L/C Sublimit and Swing Line
Sublimit, as applicable, by a like amount. The Administrative Agent shall give
prompt notice to each Lender of any such termination of the Revolving Credit
Commitments.

     (b) Mandatory Revolving Credit Terminations. The Revolving Credit
Commitments shall terminate and all Obligations not sooner paid shall become due
and payable on the Revolving Credit Termination Date.

     (c) Any termination of the Commitments pursuant to this Section 1.12 may
not be reinstated.

     Section 1.13. Substitution of Lenders. Upon the receipt by the Borrower of
(a) a claim from any Lender for compensation under Section 9.3 or 11.1 hereof,
(b) notice by any Lender to the Borrower of any illegality pursuant to Section
9.1 hereof or (c) in the event any Lender is in default in any material respect
with respect to its obligations under the Loan Documents (any such Lender
referred to in clause (a), (b) or (c) above being hereinafter referred to as an
"Affected Lender"), the Borrower may, in addition to any other rights the
Borrower may have hereunder or under applicable law, require, at any such
Affected Lender's expense, any such Affected Lender to assign, at par plus
accrued interest and fees, without recourse, all of its interest, rights, and
obligations hereunder (including all of its Commitments and the Loans and
participation interests in Letters of Credit and other amounts at any time owing
to it hereunder and the other Loan Documents) to a bank or other institutional
lender specified by the Borrower, provided that

                                      -11-

<PAGE>

(i) such assignment shall not conflict with or violate any law, rule or
regulation or order of any court or other governmental authority, (ii) the
Borrower shall have received the written consent of the Administrative Agent,
which consent shall not be unreasonably withheld, to such assignment, (iii) the
Borrower shall have paid to the Affected Lender all monies (together with
amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing
to it were prepaid rather than assigned) other than such principal, interest,
and fees accrued and owing to it hereunder, and (iv) the assignment is entered
into in accordance with the other requirements of Section 11.12 hereof.

     Section 1.14. Swing Loans. (a) Generally. Subject to the terms and
conditions hereof, as part of the Revolving Credit, the Administrative Agent
agrees to make loans to the Borrower under the Swing Line (individually a "Swing
Loan" and collectively the "Swing Loans") which shall not in the aggregate at
any time outstanding exceed the Swing Line Sublimit. The Swing Loans may be
availed of the Borrower from time to time and borrowings thereunder may be
repaid and used again during the period ending on the Revolving Credit
Termination Date; provided that each Swing Loan must be repaid on the last day
of the Interest Period applicable thereto. Each Swing Loan shall be in a minimum
amount of $300,000 or such greater amount which is an integral multiple of
$100,000.

     (b) Interest on Swing Loans. Each Swing Loan shall bear interest until
maturity (whether by acceleration or otherwise) at a rate per annum equal to (i)
the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under
the Revolving Credit as from time to time in effect or (ii) the Administrative
Agent's Quoted Rate (each computed on the basis of a year of 365 or 366 days, as
the case may be, for the actual number of days elapsed). Interest on each Swing
Loan shall be due and payable prior to such maturity on the last day of each
Interest Period applicable thereto.

     (c) Requests for Swing Loans. The Borrower shall give the Administrative
Agent prior notice (which may be written or oral) no later than 12:00 Noon
(Chicago time) on the date upon which a Borrower requests that any Swing Loan be
made, of the amount and date of such Swing Loan, and the Interest Period
requested therefor. Within 30 minutes after receiving such notice, the
Administrative Agent shall in its discretion quote an interest rate to the
Borrower at which the Administrative Agent would be willing to make such Swing
Loan available to the Borrower for the Interest Period so requested (the rate so
quoted for a given Interest Period being herein referred to as "Administrative
Agent's Quoted Rate"). The Borrower acknowledges and agrees that the interest
rate quote is given for immediate and irrevocable acceptance. If the Borrower
does not so immediately accept the Administrative Agent's Quoted Rate for the
full amount requested by the Borrower for such Swing Loan, the Administrative
Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan
shall bear interest at the rate per annum determined by adding the Applicable
Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from
time to time in effect. Subject to the terms and conditions hereof, the proceeds
of such Swing Loan shall be made available to the Borrower on the date so
requested at the offices of the Administrative Agent in Chicago, Illinois.
Anything contained in the foregoing to the contrary notwithstanding, (i) the
obligation of the Administrative Agent to make Swing Loans shall be subject to
all of the terms and conditions of this Agreement and (ii) the

                                      -12-

<PAGE>

Administrative Agent shall not be obligated to make more than one Swing Loan
during any one day.

     (d) Refunding Loans. In its sole and absolute discretion, the
Administrative Agent may at any time, on behalf of the Borrower (which hereby
irrevocably authorizes the Administrative Agent to act on its behalf for such
purpose) and with notice to the Borrower, request each Lender to make a
Revolving Loan in the form of a Base Rate Loan in an amount equal to such
Lender's Revolver Percentage of the amount of the Swing Loans outstanding on the
date such notice is given. Unless an Event of Default described in Section
8.1(i) or 8.1(j) exists with respect to the Borrower, regardless of the
existence of any other Event of Default, each Lender shall make the proceeds of
its requested Revolving Loan available to the Administrative Agent, in
immediately available funds, at the Administrative Agent's principal office in
Chicago, Illinois, before 12:00 Noon (Chicago time) on the Business Day
following the day such notice is given. The proceeds of such Borrowing of
Revolving Loans shall be immediately applied to repay the outstanding Swing
Loans.

     (e) Participations. If any Lender refuses or otherwise fails to make a
Revolving Loan when requested by the Administrative Agent pursuant to Section
1.14(d) above (because an Event of Default described in Section 8.1(i) or 8.1(j)
exists with respect to the Borrower or otherwise), such Lender will, by the time
and in the manner such Revolving Loan was to have been funded to the
Administrative Agent, purchase from the Administrative Agent an undivided
participating interest in the outstanding Swing Loans in an amount equal to its
Revolver Percentage of the aggregate principal amount of Swing Loans that were
to have been repaid with such Revolving Loans. Each Lender that so purchases a
participation in a Swing Loan shall thereafter be entitled to receive its
Revolver Percentage of each payment of principal received on the Swing Loan and
of interest received thereon accruing from the date such Lender funded to the
Administrative Agent its participation in such Loan. The several obligations of
the Lenders under this Section shall be absolute, irrevocable, and unconditional
under any and all circumstances whatsoever and shall not be subject to any
set-off, counterclaim or defense to payment which any Lender may have or have
had against the Borrower, any other Lender or any other Person whatever. Without
limiting the generality of the foregoing, such obligations shall not be affected
by any Default or Event of Default or by any reduction or termination of the
Commitments of any Lender, and each payment made by a Lender under this Section
shall be made without any offset, abatement, withholding or reduction
whatsoever.

     Section 1.15. Increase in Commitments; Additional Lenders. (a) The Borrower
may, upon at least 30 days' notice to the Administrative Agent (which shall
promptly provide a copy of such notice to the Lenders), and provided that the
Borrower has not previously terminated all or any portion of the Revolving
Credit Commitments pursuant to Section 1.12 hereof, propose to increase the
aggregate amount of the Revolving Credit Commitments to an amount not to exceed
$100,000,000 (the amount of any such increase, the "Commitment Increase"). Each
Lender party to this Agreement at such time shall have the right (but no
obligation), for a period of 15 days following its receipt of such notice from
the Administrative Agent, to elect by notice to the Borrower and the
Administrative Agent to increase its Revolving Credit Commitment by a principal
amount up to that amount which bears the same ratio to the Commitment Increase
as its then existing Revolving Credit Commitment bears to the aggregate
Revolving Credit

                                      -13-

<PAGE>

Commitments then existing. Any Lender which does not respond to such notice
within such 15 day period shall be deemed to have elected not to increase its
Revolving Credit Commitment.

     (b) If any Lender party to this Agreement shall not elect to increase its
Revolving Credit Commitment by the full amount permitted by subsection (a) of
this Section, the Borrower with the consent of the Administrative Agent may
designate one or more other banks or other financial institutions (which may be,
but need not be, one or more of the existing Lenders) which at the time agree in
the case of any such bank that is an existing Lender to increase its Revolving
Credit Commitment and, in the case of any other such bank (an "Additional
Lender"), to become a party to this Agreement. The sum of the increases in the
Revolving Credit Commitments of the existing Lenders pursuant to this subsection
(b) plus the Revolving Credit Commitments of the Additional Lenders shall not in
the aggregate exceed the unsubscribed amount of the Commitment Increase.

     (c) An increase in the aggregate amount of the Revolving Credit Commitments
pursuant to this Section 1.15 shall become effective upon the receipt by the
Administrative Agent of an agreement in form and substance satisfactory to the
Administrative Agent signed by the Borrower, by each Additional Lender and by
each other Lender whose Revolving Credit Commitment is to be increased, setting
forth the new Revolving Credit Commitments of such Lenders and setting forth the
agreement of each Additional Lender to become a party to this Agreement and to
be bound by all the terms and provisions hereof, together with such evidence of
appropriate corporate authorization on the part of the Borrower with respect to
the Commitment Increase as the Administrative Agent may reasonably request.

     (d) Upon the effectiveness of any increase in the aggregate amount of the
Revolving Credit Commitments pursuant to this Section 1.15, Schedule 1 shall be
deemed amended reflecting the increases of the Revolving Credit Commitments of
existing Lenders and the addition of the new Revolving Credit Commitments of the
Additional Lenders (if any). Concurrently with the effectiveness of such
increase, each Lender shall fund its pro rata share of the outstanding Revolving
Loans and overdue reimbursement obligations relating to Letters of Credit, if
any, to the Administrative Agent so that after giving effect thereto each
Lender,including the Additional Lenders (if any), holds a pro rata share of the
outstanding Revolving Loans and obligations relating to Letters of Credit and
the Borrower shall pay to each Lender all amounts due under Section 1.11 hereof
as a result of any prepayment of any outstanding Eurodollar Loans resulting from
any Lender's funding of Revolving Loans previously funded by other Lenders.

SECTION 2. FEES.

     Section 2.1. Fees. (a) Revolving Credit Facility Fee. The Borrower shall
pay to the Administrative Agent for the ratable account of the Lenders in
accordance with their Revolver Percentages a facility fee at the rate per annum
equal to the Applicable Margin (computed on the basis of a year of 365-366 days
and the actual number of days elapsed) on the average daily Revolving Credit
Commitments, whether or not in use. Such facility fee shall be payable quarterly
in arrears on the last day of each March, June, September, and December in each
year (commencing on the first such date occurring after the date hereof) and on
the Revolving Credit

                                      -14-

<PAGE>

Termination Date, unless the Revolving Credit Commitments are terminated in
whole on an earlier date, in which event the facility fee for the period to the
date of such termination in whole shall be paid on the date of such termination.

     (b) Letter of Credit Fees. Quarterly in arrears, on the last day of each
March, June, September, and December, commencing on the first such date
occurring after the date hereof, the Borrower shall pay to the Administrative
Agent, for the ratable benefit of the Lenders in accordance with their Revolver
Percentages, a letter of credit fee at a rate per annum equal to the Applicable
Margin (computed on the basis of a year of 360 days and the actual number of
days elapsed) in effect during each day of such quarter applied to the daily
average face amount of Letters of Credit outstanding during such quarter. In
addition, the Borrower shall pay to the L/C Issuer for its own account the L/C
Issuer's standard drawing, negotiation, amendment, and other administrative fees
for each Letter of Credit. Such standard fees referred to in the preceding
sentence may be established by the L/C Issuer from time to time.

     (c) Utilization Fee. For every day during which (x) the sum of (i) the
aggregate principal amount of all Revolving Loans outstanding hereunder, (ii)
the aggregate principal amount of all outstanding Swing Loans hereunder, (iii)
the L/C Obligations hereunder, and (iv) the aggregate principal amount of Loans
outstanding under the 364-Day Credit Agreement exceeds (y) 50% of the sum of the
Commitments hereunder and the Commitments under and as defined in the 364-Day
Credit Agreement, the Borrower shall pay to the Administrative Agent for the
ratable account of the Lenders hereunder according to their proportionate
holdings of the amounts described in the foregoing clauses (x)(i) through
(x)(iii) (or, with respect to clause (x)(iii), participations therein), a
utilization fee (the "Utilization Fee") on all of the amounts described in
clause (x)(i), (ii) and (iii) above at the rate of 0.125% per annum. Accrued
Utilization Fees shall be due and payable in arrears on September 30, 2002, on
the last day of each calendar quarter thereafter and on the Revolving Credit
Termination Date, unless the Commitments hereunder and under the 364-Day Credit
Agreement are terminated in whole on an earlier date, in which event the fee for
the period to but not including the date of such termination shall be paid in
whole on the date of such termination.

     (d) Administrative Agent Fees. The Borrower shall pay to the Administrative
Agent, for its own use and benefit, the fees agreed to between the
Administrative Agent and the Borrower in a fee letter dated September 27, 2002
or as otherwise agreed to in writing between them.

     (e) Fee Calculations. All fees payable under Section 2.1(a) and (c) hereof
shall be computed on the basis of a year of 365 or 366 days, as applicable, for
the actual number of days elapsed.

SECTION 3. PLACE AND APPLICATION OF PAYMENTS.

     Section 3.1. Place and Application of Payments. All payments of principal
of and interest on the Loans and the Reimbursement Obligations, and of all other
Obligations payable by the Borrower under this Agreement and the other Loan
Documents, shall be made by the Borrower to the Administrative Agent by no later
than 12:00 Noon (Chicago time) on the due

                                      -15-

<PAGE>

date thereof at the office of the Administrative Agent in Chicago, Illinois (or
such other location as the Administrative Agent may designate to the Borrower)
for the benefit of the Lender or Lenders entitled thereto. Any payments received
after such time shall be deemed to have been received by the Administrative
Agent on the next Business Day. All such payments shall be made in U.S. Dollars,
in immediately available funds at the place of payment, in each case without
deduction, set-off or counterclaim. The Administrative Agent will promptly
thereafter cause to be distributed (and the Borrower shall have no
responsibility, obligation or liability with respect to such distribution) like
funds relating to the payment of principal or interest on Loans and on
Reimbursement Obligations in which the Lenders have purchased Participating
Interests ratably to the Lenders and like funds relating to the payment of any
other amount payable to any Lender to such Lender, in each case to be applied in
accordance with the terms of this Agreement.

     Anything contained herein to the contrary notwithstanding, all payments and
collections received in respect of the Obligations by the Administrative Agent
or any of the Lenders after the Obligations have been declared, or have become,
immediately due and payable following an Event of Default, shall be remitted to
the Administrative Agent and distributed as follows:

          (a) first, to the payment of any outstanding costs and expenses
     incurred by the Administrative Agent in protecting, preserving or enforcing
     rights under the Loan Documents, and in any event all costs and expenses of
     a character which the Borrower has agreed to pay the Administrative Agent
     under Section 11.15 hereof (such funds to be retained by the Administrative
     Agent for its own account unless it has previously been reimbursed for such
     costs and expenses by the Lenders, in which event such amounts shall be
     remitted to the Lenders to reimburse them for payments theretofore made to
     the Administrative Agent);

          (b) second, to the payment of principal and interest on the Swing Note
     until paid in full;

          (c) third, to the payment of any outstanding interest and fees due
     under the Loan Documents to be allocated pro rata in accordance with the
     aggregate unpaid amounts owing to each holder thereof;

          (d) fourth, to the payment of principal on the Notes, unpaid
     Reimbursement Obligations, together with amounts to be held by the
     Administrative Agent as collateral security for any outstanding L/C
     Obligations pursuant to Section 8.4 hereof (until the Administrative Agent
     is holding an amount of cash equal to the then outstanding amount of all
     such L/C Obligations), and Hedging Liability, the aggregate amount paid to,
     or held as collateral security for, the Lenders and, in the case of Hedging
     Liability, their Affiliates to be allocated pro rata in accordance with the
     aggregate unpaid amounts owing to each holder thereof;

          (e) fifth, to the payment of all other unpaid Obligations and all
     other indebtedness, obligations, and liabilities of the Borrower and its
     Subsidiaries to be

                                      -16-

<PAGE>

     allocated pro rata in accordance with the aggregate unpaid amounts owing to
     each holder thereof; and

          (f) sixth, to the Borrower or whoever else may be lawfully entitled
     thereto.

SECTION 4. DEFINITIONS; INTERPRETATION.

     Section 4.1. Definitions. The following terms when used herein shall have
the following meanings:

     "364-Day Credit Agreement" means that certain 364-Day Credit Agreement
dated as of even date herewith among the Borrower, the lenders party thereto and
the Administrative Agent.

     "Acquired Business" means the entity or assets acquired by the Borrower or
a Subsidiary in an Acquisition occurring after the Closing Date.

     "Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person
(other than a Person that is a Subsidiary), or otherwise causing any Person to
become a Subsidiary, or (c) a merger or consolidation or any other combination
with another Person (other than a Person that is a Subsidiary) provided that the
Borrower or the Subsidiary is the surviving entity.

     "Adjusted LIBOR" is defined in Section 1.3(b) hereof.

     "Administrative Agent" means Harris Trust and Savings Bank and any
successor pursuant to Section 10.7 hereof.

     "Administrative Agent's Quoted Rate" is defined in Section 1.14(c) hereof.

     "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person,
provided that, when used in reference to the Borrower and its Subsidiaries, an
"Affiliate" of such Person be deemed to exclude any Subsidiary of such Person. A
Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise; provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 5% or
more of the securities having the ordinary voting power for the election of
directors or governing body of a corporation or 5% or more of the partnership or
other ownership interest of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.

     "Agreement" means this Three Year Credit Agreement, as the same may be
amended, modified, restated or supplemented from time to time pursuant to the
terms hereof.

                                      -17-

<PAGE>

     "Applicable Margin" means, with respect to Loans, Reimbursement
Obligations, and the facility fees and letter of credit fees payable under
Section 2.1 hereof, until the first Pricing Date, the rates per annum shown
opposite Level II below, and thereafter from one Pricing Date to the next the
Applicable Margin means the rates per annum determined in accordance with the
following schedule:

<TABLE>
<CAPTION>
                                      APPLICABLE MARGIN FOR      APPLICABLE MARGIN FOR
                                       BASE RATE LOANS AND        EURODOLLAR LOANS AND
             LEVERAGE RATIO FOR           REIMBURSEMENT           LETTER OF CREDIT FEE        APPLICABLE MARGIN FOR
  LEVEL      SUCH PRICING DATE        OBLIGATIONS SHALL BE:            SHALL BE:              FACILITY FEE SHALL BE:

<S>        <C>                        <C>                        <C>                          <C>
   III     Greater  than or equal               0%                      0.725%                        0.15%
           to 1.50 to 1.0

    II     Less   than   1.50  to               0%                      0.625%                        0.125%
           1.0,  but greater than
           or  equal  to  0.75 to
           1.0

    I      Less than 0.75 to 1.0                0%                      0.525%                        0.10%
</TABLE>

For purposes hereof, the term "Pricing Date" means, for any fiscal quarter of
the Borrower ending on or after September 30, 2002, the date on which the
Administrative Agent is in receipt of the Borrower's most recent financial
statements (and, in the case of the year-end financial statements, audit report)
for the fiscal quarter then ended, pursuant to Section 7.5 hereof. The
Applicable Margin shall be established based on the Leverage Ratio for the most
recently completed fiscal quarter and the Applicable Margin established on a
Pricing Date shall remain in effect until the next Pricing Date. If the Borrower
has not delivered its financial statements by the date such financial statements
(and, in the case of the year-end financial statements, audit report) are
required to be delivered under Section 7.5 hereof, until such financial
statements and audit report are delivered, the Applicable Margin shall be the
highest Applicable Margin (i.e., the Leverage Ratio shall be deemed to be
greater than 1.50 to 1.0). If the Borrower subsequently delivers such financial
statements before the next Pricing Date, the Applicable Margin established by
such late delivered financial statements shall take effect from the date of
delivery until the next Pricing Date. In all other circumstances, the Applicable
Margin established by such financial statements shall be in effect from the
Pricing Date that occurs immediately after the end of the fiscal quarter covered
by such financial statements until the next Pricing Date. Each determination of
the Applicable Margin made by the Administrative Agent in accordance with the
foregoing shall be conclusive and binding on the Borrower and the Lenders if
reasonably determined.

     "Application" is defined in Section 1.2(b) hereof.

     "Articles" is defined in Section 5.1 hereof.

     "Authorized Representative" means those persons shown on the list of
employees provided by the Borrower pursuant to Section 6.2 hereof or on any
update of any such list provided by the Borrower to the Administrative Agent, or
any further or different employees of

                                      -18-

<PAGE>

the Borrower so named by any Authorized Representative of the Borrower in a
written notice to the Administrative Agent, but not to exceed five such persons
at any time.

     "Base Rate" is defined in Section 1.3(a) hereof.

     "Base Rate Loan" means a Loan bearing interest at a rate specified in
Section 1.3(a) hereof.

     "Borrower" is defined in the introductory paragraph of this Agreement.

     "Borrowing" means the total of Loans of a single type advanced, continued
for an additional Interest Period, or converted from a different type into such
type by the Lenders under a Credit on a single date and, in the case of
Eurodollar Loans, for a single Interest Period. Borrowings of Loans are made and
maintained ratably from each of the Lenders under a Credit according to their
Percentages of such Credit. A Borrowing is "advanced" on the day Lenders advance
funds comprising such Borrowing to the Borrower, is "continued" on the date a
new Interest Period for the same type of Loans commences for such Borrowing, and
is "converted" when such Borrowing is changed from one type of Loans to the
other, all as requested by the Borrower pursuant to Section 1.5(a) hereof.
Borrowings of Swing Loans are made by the Administrative Agent in accordance
with the procedures set forth in Section 1.14 hereof.

     "Business Day" means any day (other than a Saturday or Sunday) on which
banks are not authorized or required to close in Chicago, Illinois and, if the
applicable Business Day relates to the advance or continuation of, or conversion
into, or payment of a Eurodollar Loan, on which banks are dealing in U.S. Dollar
deposits in the interbank eurodollar market in London, England and Nassau,
Bahamas.

     "Capital Lease" means any lease of Property which in accordance with GAAP
is required to be capitalized on the balance sheet of the lessee.

     "Capitalized Lease Obligation" means, for any Person, the amount of the
liability shown on the balance sheet of such Person in respect of a Capital
Lease determined in accordance with GAAP.

     "Change of Control" means at any time:

          (i) HAI ceases to own, directly or indirectly, 100% of the membership
     interests of the Borrower;

          (ii) any Person becomes the beneficial owner of securities of the
     Parent representing 20% or more of the then outstanding Voting Stock of the
     Parent;

          (iii) any Person becomes the beneficial owner of securities of HAI
     representing more than 40% of the then outstanding Voting Stock of HAI;

                                      -19-

<PAGE>

          (iv) the failure of Continuing Directors to constitute a majority of
     the board of directors (or similar governing body) of HAI; or

          (v) any "Change of Control" (or words of like import), as defined in
     any agreement or indenture relating to any issue of Indebtedness for
     Borrowed Money of the Borrower, shall occur.

     For purposes of the definition of Change of Control, "Person" shall have
the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act as
supplemented by Section 13(d)(3) of the Exchange Act; provided, however, that
Person shall not include the Parent or any Wholly-Owned Subsidiary.

     "Closing Date" means the date of this Agreement or such later Business Day
upon which each condition described in Section 6.2 shall be satisfied or waived
in a manner acceptable to the Administrative Agent in its discretion.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

     "Collateral Account" is defined in Section 8.4 hereof.

     "Commitments" means the Revolving Credit Commitments.

     "Compliance Certificate" means a certificate in the form of Exhibit E
hereto.

     "Continuing Directors" means, initially, all members of the board of
directors (or similar governing body) of HAI on the Closing Date. At and after
the time of the first election of members after the Closing Date, and thereafter
at and after the time of each subsequent election of members, the defined term
"Continuing Directors" shall be deemed also to include any member whose initial
nomination for election was approved by a majority of the members who were
Continuing Directors at the time of such nomination.

     "Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Borrower or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

     "Credit" means either of the Revolving Credit or the Swing Line.

     "Credit Event" means the advancing of any Loan, the continuation of or
conversion into a Eurodollar Loan, or the issuance of, or extension of the
expiration date or increase in the amount of, any Letter of Credit.

     "Damages" means all damages including, without limitation, punitive
damages, liabilities, costs, expenses, losses, diminutions in value, fines,
penalties, demands, claims, cost recovery actions, lawsuits, administrative
proceedings, orders, response action, removal and

                                      -20-

<PAGE>

remedial costs, compliance costs, investigation expenses, consultant fees,
attorneys' and paralegals' fees and litigation expenses.

     "Default" means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.

     "Domestic Subsidiary" means each Subsidiary of the Borrower which is
organized under the laws of the United States of America or any State thereof.

     "EBITDA" means, with reference to any period, Net Income for such period
plus all amounts deducted in arriving at such Net Income amount in respect of
(i) Interest Expense for such period, plus (ii) federal, state and local income
taxes for such period, plus (iii) all amounts properly charged for depreciation
of fixed assets and amortization of intangible assets during such period on the
books of the Borrower and its Subsidiaries, but excluding from such amount any
gains on sales of assets recognized during such period.

     "Eligible Line of Business" means any business engaged in as of the date of
this Agreement by the Borrower or any of its Subsidiaries or any business
reasonably related to such a business.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

     "Eurodollar Loan" means a Loan bearing interest at the rate specified in
Section 1.3(b) hereof.

     "Eurodollar Reserve Percentage" is defined in Section 1.3(b) hereof.

     "Event of Default" means any event or condition identified as such in
Section 8.1 hereof.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Existing Letters of Credit" means the letters of credit set forth in
Schedule 2 hereto.

     "Federal Funds Rate" means the fluctuating interest rate per annum
described in part (x) of clause (ii) of the definition of Base Rate appearing in
Section 1.3(a) hereof.

     "Foreign Subsidiary" means each Subsidiary that is not a Domestic
Subsidiary.

     "GAAP" means generally accepted accounting principles as in effect from
time to time, applied by the Borrower and its Subsidiaries on a basis consistent
with that employed in the preparation of the Borrower's financial statements
furnished to the Lenders described in Section 5.5 hereof.

     "Guaranty" by any Person means all obligations (other than endorsements in
the ordinary course of business of negotiable instruments for deposit or
collection) of such Person

                                      -21-

<PAGE>

guaranteeing any Indebtedness, dividend or other financial obligation
(including, without limitation, limited or full recourse obligations in
connection with sales of receivables or any other Property) of any other Person
(the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, all obligations incurred through an agreement,
contingent or otherwise, by such Person: (i) to purchase such Indebtedness or
obligation or any Property or assets constituting security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of such Indebtedness or
obligation, or (y) to maintain working capital or other balance sheet condition,
or otherwise to advance or make available funds for the purchase or payment of
such Indebtedness or obligation, or (iii) to lease property or to purchase
Securities or other property or services primarily for the purpose of assuring
the owner of such Indebtedness or obligation of the ability of the primary
obligor to make payment of the Indebtedness or obligation, or (iv) otherwise to
assure the owner of the Indebtedness or obligation of the primary obligor
against loss in respect thereof. For the purpose of all computations made under
this Agreement, the amount of a Guaranty in respect of any obligation shall be
deemed to be equal to the maximum aggregate amount of such obligation at the
time the amount of the Guaranty is being determined or, if the Guaranty is
limited to less than the full amount of such obligation, the maximum aggregate
potential liability under the terms of the Guaranty at the time the amount of
the Guaranty is being determined.

     "HAI" means Hewitt Associates, Inc., a Delaware corporation.

     "Harris Bank" means Harris Trust and Savings Bank, in its individual
capacity.

     "Hostile Acquisition" means the acquisition of the capital stock or other
equity interests of a Person through a tender offer or similar solicitation of
the owners of such capital stock or other equity interests which has not been
approved (prior to such acquisition) by resolutions of the Board of Directors of
such Person or by similar action if such Person is not a corporation, and as to
which such approval has not been withdrawn.

     "Indebtedness" means for any Person, (i) obligations of such Person for
borrowed money, (ii) obligations of such Person representing the deferred
purchase price of property or services other than accounts payable arising in
the ordinary course of business on terms customary in the trade, (iii)
obligations of such Person evidenced by notes, acceptances, or other instruments
of such Person or pursuant to letters of credit issued for such Person's
account, (iv) obligations, whether or not assumed, secured by Liens or payable
out of the proceeds or production from Property now or hereafter owned or
acquired by such Person, (v) Capitalized Lease Obligations of such Person, and
(vi) obligations or "Indebtedness" described in the foregoing clauses (i)
through (v) for which such Person is obligated pursuant to a Guaranty.

     "Interest Coverage Ratio" means, as of any date, the ratio of (x) the sum
of (i) EBITDA for the then most-recently ended four fiscal quarters of the
Borrower, plus (ii) Rental Expense for such four fiscal quarters to (y) the sum
of (i) Interest Expense for such four fiscal quarters, plus (ii) Rental Expense
for such four fiscal quarters.

     "Interest Expense" means with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease Obligations, but excluding

                                      -22-

<PAGE>

such interest expense not payable in cash, including without limitation
amortization of debt discount and debt issuance costs not paid in cash) of the
Borrower and its Subsidiaries for such period determined in accordance with
GAAP.

     "Interest Period" is defined in Section 1.6 hereof.

     "L/C Issuer" means Harris Trust and Savings Bank.

     "L/C Obligations" means the aggregate undrawn face amounts of all
outstanding Letters of Credit and all unpaid Reimbursement Obligations.

     "L/C Sublimit" means $25,000,000, as reduced pursuant to the terms hereof.

     "Lenders" means and includes Harris Trust and Savings Bank and the other
financial institutions from time to time party to this Agreement, including each
assignee Lender pursuant to Section 11.12 hereof.

     "Lending Office" is defined in Section 9.4 hereof.

     "Letter of Credit" is defined in Section 1.2(a) hereof.

     "Leverage Ratio" means, on any date, the ratio of (i) Total Debt on and as
of such date to (ii) EBITDA for then most-recently ended four fiscal quarters of
the Borrower (taken as a single accounting period).

     "LIBOR" is defined in Section 1.3(b) hereof.

     "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

     "Loan" means any Revolving Loan or Swing Loan, whether outstanding as a
Base Rate Loan or Eurodollar Loan or otherwise, each of which is a "type" of
Loan hereunder.

     "Loan Documents" means this Agreement, the Notes, the Applications, and
each other instrument or document to be delivered hereunder or thereunder or
otherwise in connection therewith.

     "Material Adverse Effect" means (a) a material adverse change in, or
material adverse effect upon, the operations, business, Property, condition
(financial or otherwise) or prospects of the Borrower or of the Borrower and its
Subsidiaries taken as a whole, (b) a material impairment of the ability of the
Borrower or any Subsidiary to perform its material obligations under any Loan
Document or (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against the Borrower or any Subsidiary of any Loan
Document or the rights and remedies of the Administrative Agent and the Lenders
thereunder.

                                      -23-

<PAGE>

     "Material Plan" is defined in Section 8.1(g) hereof.

     "Moody's" means Moody's Investors Service, Inc.

     "Net Cash Proceeds" means, with respect to any offering of equity
securities of a Person or any capital or equity contribution to a Person, cash
and cash equivalent proceeds received by or for such Person's account, net of
reasonable legal, underwriting, and other fees and expenses incurred as a direct
result thereof, but excluding, in respect of any transaction or series of
related and substantially contemporaneous transactions in which a portion of
such proceeds received are required, as a condition of such transaction or
transactions, to be and are disgorged by the recipient thereof, the amount of
any such proceeds so disgorged.

     "Net Income" means, with reference to any period, the net income (or net
loss) of the Borrower and its Subsidiaries for such period as computed on a
consolidated basis in accordance with GAAP, and, without limiting the foregoing,
after deduction from gross income of all expenses and reserves, including
reserves for all taxes on or measured by income, but excluding any extraordinary
profits or losses and also excluding any taxes on such profits.

     "Net Worth" means, at any time the same is to be determined, the sum of all
equity and retained earnings of the Borrower (and its Subsidiaries, on a
consolidated basis), determined in accordance with GAAP.

     "Notes" means and includes the Revolving Notes and the Swing Note.

     "Obligations" means all obligations of the Borrower to pay principal and
interest on the Loans, all Reimbursement Obligations owing under the
Applications, all fees and charges payable hereunder, and all other payment
obligations of the Borrower or any of its Subsidiaries arising under or in
relation to any Loan Document, in each case whether now existing or hereafter
arising, due or to become due, direct or indirect, absolute or contingent, and
howsoever evidenced, held or acquired.

     "Operating Agreement" is defined in Section 5.1 hereof.

     "Parent" means Hewitt Holdings LLC, an Illinois limited liability company.

     "Participating Interest" is defined in Section 1.2(d) hereof.

     "Participating Lender" is defined in Section 1.2(d) hereof.

     "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

     "Percentage" means for any Lender its Revolver Percentage.

     "Permitted Acquisition" means any Acquisition with respect to which all
(except as noted below) of the following conditions shall have been satisfied:

                                      -24-

<PAGE>

          (a) if the Total Consideration for such Acquisition exceeds
     $10,000,000, the Acquired Business is in an Eligible Line of Business (it
     being understood that if the Total Consideration for such Acquisition is
     $10,000,000 or less, the Acquired Business need not be in an Eligible Line
     of Business);

          (b) the Acquisition shall not be a Hostile Acquisition;

          (c) the Borrower shall have provided the Administrative Agent and the
     Lenders with, or directed such parties to the appropriate public location
     for, copies of any filings (with all exhibits) by HAI or any of its
     Subsidiaries with the Securities and Exchange Commission relating to such
     Acquisition;

          (d) after giving effect to the Acquisition, no Default or Event of
     Default shall exist, including with respect to the covenants contained in
     Sections 7.7, 7.8 and 7.9 on a pro forma basis; and

          (e) after giving effect to the Acquisition, the Total Debt of the
     Borrower and its Subsidiaries (including any indebtedness of the Acquired
     Business assumed in the Acquisition) shall not exceed 50% of the sum of the
     Total Debt and Net Worth of the Borrower and its Subsidiaries (such Net
     Worth also to be calculated on a pro forma basis after giving effect to the
     Acquisition).

     "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.

     "Plan" means any employee pension benefit plan covered by Title IV of ERISA
or subject to the minimum funding standards under Section 412 of the Code that
either (a) is maintained by a member of the Controlled Group for employees of a
member of the Controlled Group or (b) is maintained pursuant to a collective
bargaining agreement or any other arrangement under which more than one employer
makes contributions and to which a member of the Controlled Group is then making
or accruing an obligation to make contributions or has within the preceding five
plan years made contributions.

     "Prior Credit Agreement" means that certain Revolving and Term Credit
Agreement dated as of May 28, 1996, as amended, among the Borrower, the lenders
party thereto and Harris Trust and Savings Bank, as Administrative Agent.

     "Property" means, as to any Person, all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in the
most recent balance sheet of such Person and its subsidiaries under GAAP.

     "Reimbursement Obligation" is defined in Section 1.2(c) hereof.

                                      -25-

<PAGE>

     "Rental Expense" means, with reference to any period, the aggregate amount
of fixed rentals and other consideration payable by the Borrower and its
Subsidiaries during such period under all leases of Property (other than Capital
Leases), determined in accordance with GAAP.

     "Required Lenders" means, as of the date of determination thereof, Lenders
holding, collectively, more than 66-2/3% of the aggregate Revolving Credit
Commitments or, if the aggregate Revolving Credit Commitments have been
terminated, Lenders holding, collectively, more than 66-2/3% of the aggregate
principal amount of outstanding Loans and Participating Interests in Letters of
Credit.

     "Responsible Officer" means any of the chief executive officer, chief
financial officer, general counsel or chief administrative officer of the
Borrower.

     "Restricted Subsidiary" shall mean any Subsidiary of the Borrower which, as
of the time of determination of whether such Subsidiary is a Restricted
Subsidiary, either accounts for 5% or more of total revenues of the Borrower and
its Subsidiaries for the most recent four full fiscal quarters of the Borrower
then ended or accounts for 5% or more of the total assets of the Borrower and
its Subsidiaries at the time of determination.

     "Revolver Percentage" means, for each Lender, the percentage of the
Revolving Credit Commitments represented by such Lender's Revolving Credit
Commitment or, if the Revolving Credit Commitments have been terminated, the
percentage held by such Lender (including through participation interests in
Reimbursement Obligations) of the aggregate principal amount of all Revolving
Loans and L/C Obligations then outstanding.

     "Revolving Credit" means the credit facility for making Revolving Loans and
issuing Letters of Credit described in Sections 1.1 and 1.2 hereof.

     "Revolving Credit Commitment" means, as to any Lender, the obligation of
such Lender to make Revolving Loans and to participate in Letters of Credit
issued for the account of the Borrower hereunder in an aggregate principal or
face amount at any one time outstanding not to exceed the amount set forth
opposite such Lender's name on Schedule 1 attached hereto and made a part
hereof, as the same may be reduced or modified at any time or from time to time
pursuant to the terms hereof. The Borrower and the Lenders acknowledge and agree
that the Revolving Credit Commitments of the Lenders aggregate $50,000,000 on
the date hereof.

     "Revolving Credit Termination Date" means September 27, 2005, or such
earlier date on which the Revolving Credit Commitments are terminated in whole
pursuant to Section 1.12, 8.2 or 8.3 hereof.

     "Revolving Loan" is defined in Section 1.1 hereof and, as so defined,
includes a Base Rate Loan or a Eurodollar Loan, each of which is a "type" of
Revolving Loan hereunder.

     "Revolving Note" is defined in Section 1.10 hereof.

                                      -26-

<PAGE>

     "S&P" means Standard & Poor's Ratings Services Group, a division of The
McGraw-Hill Companies, Inc.

     "SEC" means the Securities and Exchange Commission.

     "Security" has the same meaning as in Section 2(l) of the Securities Act of
1933, as amended.

     "Subsidiary" means, as to any particular parent corporation or
organization, any other corporation or organization more than 50% of the
outstanding Voting Stock of which is at the time directly or indirectly owned by
such parent corporation or organization or by any one or more other entities
which are themselves subsidiaries of such parent corporation or organization.
Unless otherwise expressly noted herein, the term "Subsidiary" means a
Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries.

     "Swing Line" means the credit facility for making one or more Swing Loans
described in Section 1.14 hereof.

     "Swing Line Sublimit" means $5,000,000, as reduced pursuant to the terms
hereof.

     "Swing Loan" and "Swing Loans" each is defined in Section 1.14 hereof.

     "Swing Note" is defined in Section 1.10 hereof.

     "Tangible Net Worth" means, at any time the same is to be determined, (a)
the sum of all equity and retained earnings of the Borrower (and its
Subsidiaries, on a consolidated basis), determined in accordance with GAAP, less
(b) the sum of (i) the aggregate book value of all assets of the Borrower and
its Subsidiaries which would be classified as intangible assets under GAAP,
including, without limitation, goodwill, patents, trademarks, trade names,
copyrights, franchises and deferred charges (including, without limitation,
unamortized debt discount and expense, organization costs and deferred research
and development expense) and similar assets, and (ii) the write-up of assets of
the Borrower and its Subsidiaries above cost, determined on a consolidated basis
in accordance with GAAP.

     "Total Assets" means the aggregate of all items which would be listed as
assets on a balance sheet of the Borrower and its Subsidiaries prepared on a
consolidated basis in accordance with GAAP.

     "Total Consideration" means the total amount (but without duplication) of
(a) cash paid in connection with any Acquisition, plus (b) indebtedness payable
to the seller in connection with such Acquisition, plus (c) the fair market
value of any equity securities, including any warrants or options therefor,
delivered in connection with any Acquisition, plus (d) the amount of
indebtedness assumed in connection with such Acquisition.

                                      -27-

<PAGE>

     "Total Debt" means, at any time the same is to be determined, the aggregate
of all Indebtedness of the Borrower and its Subsidiaries determined without
duplication on a consolidated basis.

     "Unfunded Vested Liabilities" means, for any Plan at any time, the amount
(if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

     "Unused Revolving Credit Commitments" means, at any time, the difference
between the Revolving Credit Commitments then in effect and the aggregate
outstanding principal amount of Revolving Loans and L/C Obligations.

     "U.S. Dollars" and "$" each means the lawful currency of the United States
of America.

     "Voting Stock" of any Person means capital stock or other equity interests
of any class or classes (however designated) having ordinary power for the
election of directors or other similar governing body of such Person, other than
stock or other equity interests having such power only by reason of the
happening of a contingency.

     "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of ERISA.

     "Wholly-owned Subsidiary" means a Subsidiary of which all of the issued and
outstanding shares of capital stock (other than directors' qualifying shares as
required by law) or other equity interests are owned by the Borrower and/or one
or more Wholly-owned Subsidiaries within the meaning of this definition.

     Section 4.2. Interpretation. The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof", "herein", and "hereunder" and words of like import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references to time of day herein are references
to Chicago, Illinois, time unless otherwise specifically provided. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, it shall be done in
accordance with GAAP except where such principles are inconsistent with the
specific provisions of this Agreement.

     Section 4.3. Change in Accounting Principles. If, after the date of this
Agreement, there shall occur any change in GAAP from those used in the
preparation of the financial statements referred to in Section 5.5 hereof and
such change shall result in a change in the method of calculation of any
financial covenant, standard or term found in this Agreement, either the
Borrower or the Required Lenders may by notice to the Lenders and the Borrower,
respectively, require that the Lenders and the Borrower negotiate in good faith
to amend such covenants, standards, and term so as equitably to reflect such
change in accounting principles, with the desired result being that the criteria
for evaluating the financial condition of the Borrower and its

                                      -28-

<PAGE>

Subsidiaries shall be the same as if such change had not been made. No delay by
the Borrower or the Required Lenders in requiring such negotiation shall limit
their right to so require such a negotiation at any time after such a change in
accounting principles. Until any such covenant, standard, or term is amended in
accordance with this Section 4.3, financial covenants shall be computed and
determined in accordance with GAAP in effect prior to such change in accounting
principles. Without limiting the generality of the foregoing, the Borrower shall
neither be deemed to be in compliance with any financial covenant hereunder nor
out of compliance with any financial covenant hereunder if such state of
compliance or noncompliance, as the case may be, would not exist but for the
occurrence of a change in accounting principles after the date hereof.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants to the Lenders as follows:

     Section 5.1. Organization and Qualification. The Borrower is duly
organized, validly existing and in good standing as a limited liability company
under the laws of the State of Illinois created pursuant to its Articles of
Organization (the "Articles") and its Operating Agreement (the "Operating
Agreement"), has full and adequate power to own its Property and conduct its
business as now conducted, and is duly licensed or qualified and in good
standing in each jurisdiction in which the failure to be so licensed or
qualified could reasonably be expected to have a Material Adverse Effect.

     Section 5.2. Subsidiaries. Each Subsidiary is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
incorporated or organized, as the case may be, has full and adequate power to
own its Property and conduct its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying. Schedule 5.2 hereto identifies each
Subsidiary, the jurisdiction of its incorporation or organization, as the case
may be, the percentage of issued and outstanding shares of each class of its
capital stock or other equity interests owned by the Borrower and its
Subsidiaries and, if such percentage is not 100% (excluding directors'
qualifying shares as required by law), a description of each class of its
authorized capital stock and other equity interests and the number of shares of
each class issued and outstanding. All of the outstanding shares of capital
stock and other equity interests of each Subsidiary are validly issued and
outstanding and fully paid and nonassessable and all such shares and other
equity interests indicated on Schedule 5.2 as owned by the Borrower or a
Subsidiary are owned, beneficially and of record, by the Borrower or such
Subsidiary free and clear of all Liens. There are no outstanding commitments or
other obligations of any Restricted Subsidiary to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of
capital stock or other equity interests of any Restricted Subsidiary. Each
Domestic Subsidiary which is a Restricted Subsidiary (if any) is identified on
Schedule 5.2. As of the Closing Date, no Domestic Subsidiaries which are
Restricted Subsidiaries exist.

     Section 5.3. Authority and Validity of Obligations. The Borrower has full
right and authority to enter into this Agreement and the other Loan Documents to
which it is a party, to

                                      -29-

<PAGE>

make the borrowings herein provided for, to issue Notes in evidence thereof, and
to perform all of its obligations hereunder and under the other Loan Documents.
Without limiting the generality of the foregoing, the Borrower has full right,
power and authority to make the borrowings herein provided for and to issue its
Notes in evidence thereof and to apply for the issuance of Letters of Credit.
The Loan Documents have been duly authorized, executed and delivered by the
Borrower and constitute valid and binding obligations of the Borrower
enforceable in accordance with their terms except as enforceability may be
limited by bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting creditors' rights generally and general principles of equity
(regardless of whether the application of such principles is considered in a
proceeding in equity or at law); and this Agreement and the other Loan Documents
do not, nor does the performance or observance by the Borrower of any of the
matters and things herein or therein provided for, contravene or constitute a
default under any provision of law or any judgment, injunction, order or decree
binding upon the Borrower or any provision of the Articles or the Operating
Agreement of the Borrower or any covenant, indenture or agreement of or
affecting the Borrower or any of its Properties, or result in the creation or
imposition of any Lien on any Property of the Borrower.

     Section 5.4. Use of Proceeds; Margin Stock. The Borrower shall use the
proceeds of the Loans and other extensions of credit made available hereunder to
refinance any obligations outstanding under the Prior Credit Agreement, for its
general working capital purposes and for such other legal and proper purposes as
are consistent with all applicable laws, the Borrower's Articles and Operating
Agreement and the terms of this Agreement. Neither the Borrower nor any
Subsidiary is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System), and no part of the proceeds
of any Loan or any other extension of credit made hereunder will be used to
purchase or carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock.

     Section 5.5. Financial Reports. The consolidated balance sheet of the
Borrower and its Subsidiaries as at September 30, 2001, and the related
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the fiscal year then ended, and accompanying
notes thereto, which financial statements are accompanied by the audit report of
Ernst & Young LLP, independent public accountants, and the unaudited interim
consolidated balance sheet of the Borrower and its Subsidiaries as at June 30,
2002 and the related consolidated statements of income, retained earnings and
cash flows of the Borrower and its Subsidiaries for the nine months then ended,
heretofore furnished to the Lenders, fairly present the consolidated financial
condition of the Borrower and its Subsidiaries as at said dates and the
consolidated results of their operations and cash flows for the periods then
ended in conformity with generally accepted accounting principles applied on a
consistent basis. Neither the Borrower nor any of its Subsidiaries has
contingent liabilities which are material to it other than as indicated on such
financial statements or, with respect to future periods, on the financial
statements furnished pursuant to Section 7.5 hereof.

     Section 5.6. No Material Adverse Change. Since September 30, 2001, there
has been no Material Adverse Effect, except for changes disclosed to the
Administrative Agent and the Lenders in writing prior to the Closing Date. The
parties agree that the Lenders were

                                      -30-

<PAGE>

appropriately notified of the acquisition of Bacon & Woodrow, LLP and the
initial public offering of the equity in HAI, and changes in corporate form
required as a result thereof.

     Section 5.7. Full Disclosure. The Borrower has delivered true and correct
copies of its Articles and the Operating Agreement to the Lenders and said
Articles and Operating Agreement remain in full force and effect and have not
been revised or amended. The statements and information furnished to the Lenders
in connection with the negotiation of this Agreement and the other Loan
Documents and the commitments by the Lenders to provide all or part of the
financing contemplated hereby do not contain any untrue statements of a material
fact or omit a material fact necessary to make the material statements contained
herein or therein not misleading, the Lenders acknowledging that as to any
projections furnished to Lenders, the Borrower only represents that the same
were prepared on the basis of information and estimates the Borrower believed to
be reasonable.

     Section 5.8. Good Title. The Borrower and its Subsidiaries each have good
and defensible title to their assets as reflected on the most recent
consolidated balance sheet of the Borrower and its Subsidiaries furnished to the
Lenders (except for sales of assets by the Borrower and its Subsidiaries in the
ordinary course of business), subject to no Liens other than such thereof as are
permitted by Section 7.12 hereof.

     Section 5.9. Litigation and Other Controversies. There is no litigation or
governmental proceeding or labor controversy pending, nor to the knowledge of
the Borrower threatened, against the Borrower or any Subsidiary which if
adversely determined would result in a Material Adverse Effect.

     Section 5.10. Taxes. All tax returns required to be filed by the Borrower
or any of its Subsidiaries in any jurisdiction have, in fact, been filed, and
all taxes, assessments, fees and other governmental charges upon the Borrower or
any of its Subsidiaries or upon any of their respective Properties, income or
franchises, which are shown to be due and payable in such returns, have been
paid. The Borrower does not know of any proposed additional tax assessment
against it or its Subsidiaries for which adequate provision in accordance with
GAAP has not been made on its accounts. Adequate provisions in accordance with
GAAP for taxes on the books of the Borrower and each of its Subsidiaries have
been made for all open years, and for its current fiscal period. The United
States income tax returns of the Borrower and its Subsidiaries have been closed
by the Internal Revenue Service through the fiscal year ended September 30,
1998.

     Section 5.11. Approvals. No authorization, consent, license, or exemption
from, or filing or registration with, any court or governmental department,
agency or instrumentality, nor any approval or consent of the members or
stockholders of the Borrower or any other Person, is or will be necessary to the
valid execution, delivery or performance by the Borrower of this Agreement or
any other Loan Document.

     Section 5.12. Affiliate Transactions. Neither the Borrower nor any of its
Subsidiaries is a party to any contracts or agreements with any of its
Affiliates on terms and conditions which are less favorable to the Borrower or
such Subsidiary than would be usual and customary in similar

                                      -31-

<PAGE>

contracts or agreements between Persons not affiliated with each other other
than management fees payable by Hewitt Services LLC and the Parent to the
Borrower.

     Section 5.13. Investment Company; Public Utility Holding Company. Neither
the Borrower nor any of its Subsidiaries is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "public utility holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended. The
Borrower is not in breach of the preceding sentence despite the fact that the
Borrower is an Affiliate of AHA Investment Funds, Inc., a registered open-end
investment company, for whom it acts as an investment consultant, and the
Borrower, which acts as its administrator and shareholder servicing
Administrative Agent, and Hewitt Services LLC, an Affiliate of the Borrower that
acts as its distributor, are Affiliates of Hewitt Series Trust, a registered
open-end investment company.

     Section 5.14. ERISA. The Borrower and each other member of its Controlled
Group has fulfilled its obligations under the minimum funding standards of and
is in compliance in all material respects with ERISA and the Code to the extent
applicable to it and has not incurred any liability to the PBGC or a Plan under
Title IV of ERISA other than a liability to the PBGC for premiums under Section
4007 of ERISA. Neither the Borrower nor any of its Subsidiaries has any
contingent liabilities with respect to any post-retirement benefits under a
Welfare Plan, other than liability for continuation coverage described in
Article 6 of Title I of ERISA and except for post-retirement benefit obligations
for retiree health care benefits estimated to be less than $4,000,000 in total
as of June 30, 2001.

     Section 5.15. Compliance with Laws. The Borrower and its Subsidiaries each
are in compliance with the requirements of all federal, state and local laws,
rules and regulations applicable to or pertaining to their Properties or
business operations (including, without limitation, the Occupational Safety and
Health Act of 1970, the Americans with Disabilities Act of 1990, and laws and
regulations establishing quality criteria and standards for air, water, land and
toxic or hazardous wastes and substances) non-compliance with any of which laws,
rules or regulations could have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries has received notice to the effect that its
operations are not in compliance with any of the requirements of applicable
federal, state or local environmental, health and safety statutes and
regulations or are the subject of any governmental investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial action could have a Material Adverse Effect.

     Section 5.16. Other Agreements. Neither the Borrower nor any of its
Subsidiaries is in default under the terms of any covenant, indenture or
agreement of or affecting the Borrower, any such Subsidiary or any of their
Properties, which default if uncured would have a Material Adverse Effect.

     Section 5.17. No Default. No Default or Event of Default has occurred and
is continuing.

                                      -32-

<PAGE>

SECTION 6. CONDITIONS PRECEDENT.

     The obligation of each Lender to advance, continue or convert any Loan
(other than the continuation of, or conversion into, a Base Rate Loan) or of the
L/C Issuer to issue, extend the expiration date (including by not giving notice
of non-renewal) of or increase the amount of any Letter of Credit under this
Agreement, shall be subject to the following conditions precedent:

     Section 6.1. All Credit Events. At the time of each Credit Event hereunder:

          (a) each of the representations and warranties set forth herein and in
     the other Loan Documents shall be and remain true and correct as of said
     time, except to the extent the same expressly relate to an earlier date, in
     which case the same shall be and remain true and correct as of such earlier
     date;

          (b) the Borrower and each Subsidiary shall be in compliance with all
     of the terms and conditions hereof and of the other Loan Documents, and no
     Default or Event of Default shall have occurred and be continuing or would
     occur as a result of such Credit Event;

          (c) in the case of a Borrowing the Administrative Agent shall have
     received the notice required by Section 1.5 hereof, in the case of the
     issuance of any Letter of Credit the L/C Issuer shall have received a duly
     completed Application for such Letter of Credit together with any fees
     called for by Section 2.1 hereof, and, in the case of an extension or
     increase in the amount of a Letter of Credit, a written request therefor in
     a form acceptable to the L/C Issuer together with fees called for by
     Section 2.1 hereof; and

          (d) such Credit Event shall not violate any order, judgment or decree
     of any court or other authority or any provision of law or regulation
     applicable to the Administrative Agent or any Lender (including, without
     limitation, Regulation U of the Board of Governors of the Federal Reserve
     System) as then in effect.

     Each request for a Borrowing hereunder and each request for the issuance
of, increase in the amount of, or extension of the expiration date of, a Letter
of Credit shall be deemed to be a representation and warranty by the Borrower on
the date on such Credit Event as to the facts specified in subsections (a)
through (c), both inclusive, of this Section.

     Section 6.2. Initial Credit Event. Before or concurrently with the initial
Credit Event:

          (a) The Administrative Agent shall have received for each Lender the
     favorable written opinion of counsel for the Borrower (which opinion may be
     rendered by a member of the Borrower's law department) and a supplemental
     opinion of Chapman and Cutler, each of which shall be in form and substance
     satisfactory to the Administrative Agent and the Lenders;

                                      -33-

<PAGE>

          (b) The Administrative Agent shall have received copies of the
     Borrower's Articles and Operating Agreement, certified in each instance by
     its secretary or an assistant secretary (or its equivalent);

          (c) The Administrative Agent shall have received copies, certified by
     the secretary or assistant secretary (or its equivalent) of the Borrower,
     of all legal documents or proceedings taken in connection with the
     execution and delivery of this Agreement and the other Loan Documents;

          (d) The Administrative Agent shall have received an incumbency
     certificate from the secretary or assistant secretary (or its equivalent)
     of the Borrower, which shall identify by name and title and bear the
     signature of the individuals authorized to sign the Loan Documents to which
     the Borrower is a party;

          (e) The Administrative Agent shall have received for each Lender such
     Lender's duly executed Notes of the Borrower dated the date hereof and
     otherwise in compliance with the provisions hereof;

          (f) The Administrative Agent shall have received for each Lender a
     list of the Borrower's Authorized Representatives;

          (g) All legal matters incident to the execution and delivery of the
     Loan Documents shall be satisfactory to the Lenders and their counsel;

          (h) The Administrative Agent shall have received a good standing
     certificate for the Borrower (dated as of a date acceptable to the
     Administrative Agent) from the office of the secretary of state of its
     state of organization, dated not earlier than ten days prior to the Closing
     Date;

          (i) The Administrative Agent shall have received such other
     agreements, instruments, documents, certificates and opinions as the Agent
     or the Lenders may reasonably request;

          (j) The Administrative Agent shall have received for itself and for
     the Lenders the initial fees, if any, contemplated by Section 2.1 hereof;

          (k) The Borrower shall have Tangible Net Worth of not less than
     $125,000,000 on the Closing Date;

          (l) The commitments under the Prior Credit Agreement shall have been
     terminated and all outstanding obligations thereunder shall have been paid
     or shall be paid with the proceeds of such initial Credit Event; and

          (m) The Borrower, the Administrative Agent and the lenders party
     thereto shall have entered into the 364-Day Credit Agreement.

                                      -34-

<PAGE>

SECTION 7. COVENANTS.

     The Borrower agrees that, so long as any credit is available to or in use
by the Borrower hereunder, except to the extent compliance in any case or cases
is waived in writing pursuant to the terms of Section 11.13 hereof:

     Section 7.1. Maintenance of Business. The Borrower shall, and shall cause
each of its Subsidiaries to, preserve and maintain its existence. The Borrower
shall, and shall cause each of its Subsidiaries to, preserve and keep in force
and effect all licenses, permits and franchises necessary to the proper conduct
of its business. The Borrower shall not, nor shall it permit any of its
Restricted Subsidiaries to, engage in any business activities substantially
different from its present business, any other Eligible Line of Business, or any
business reasonably related thereto, provided that, (i) in the case of any
Subsidiary acquired in a Permitted Acquisition, such acquired Subsidiary (and
its permitted successors) may also engage in the type of business activities in
which such acquired Subsidiary was engaged immediately prior to such Permitted
Acquisition, or any business reasonably related thereto, and (ii) in the case of
a Person holding assets of an Acquired Business following a Permitted
Acquisition, such Person may also engage in the type of business activities in
which such Acquired Business was engaged immediately prior to such Permitted
Acquisition, or any business reasonably related thereto. In addition to the
foregoing, the Borrower may create a new Subsidiary in order to act as a captive
insurance company to insure risks incurred by the Parent, HAI, the Borrower or
any of their Subsidiaries (but not any other Persons) in their respective
businesses.

     Section 7.2. Maintenance of Properties. The Borrower shall maintain,
preserve and keep its property, plant and equipment in good repair, working
order and condition (ordinary wear and tear excepted) and shall from time to
time make all needful and proper repairs, renewals, replacements, additions and
betterments thereto so that at all times the efficiency thereof shall be fully
preserved and maintained, and the Borrower shall cause each of its Subsidiaries
to do so in respect of Property owned or used by it.

     Section 7.3. Taxes and Assessments. The Borrower shall duly pay and
discharge, and shall cause each of its Subsidiaries to duly pay and discharge,
all taxes, rates, assessments, fees and governmental charges upon or against it
or its Properties, in each case before the same become delinquent and before
penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings which prevent enforcement
of the matter under contest and adequate reserves in accordance with GAAP are
provided therefor.

     Section 7.4. Insurance. The Borrower shall insure and keep insured, and
shall cause each of its Subsidiaries to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Borrower shall insure, and shall cause each of its
Subsidiaries to insure, such other hazards and risks (including employers' and
public liability risks) with good and responsible insurance companies as and to
the extent usually insured by Persons similarly situated and conducting similar
businesses. The foregoing insurance requirements may be met

                                      -35-

<PAGE>

through the captive insurance company described in Section 7.1 hereof with
respect to such risks as are reasonably acceptable to the Administrative Agent;
provided that the coverage limits of insurance policies written by the captive
insurance company may not exceed $25,000,000 in the aggregate at any time and
the premiums charged by the captive insurance company in any fiscal year may not
exceed two times its statutory surplus as of the end of such fiscal year. The
Borrower shall upon request furnish to the Agent or any Lender a certificate
setting forth in summary form the nature and extent of the insurance maintained
pursuant to this Section.

     Section 7.5. Financial Reports. The Borrower shall, and shall cause each
Subsidiary to, maintain a standard system of accounting in accordance with GAAP
and shall furnish to the Agent, each Lender and each of their duly authorized
representatives such information respecting the business and financial condition
of the Borrower and its Subsidiaries as the Agent or such Lender may reasonably
request; and without any request, shall furnish to the Lenders:

          (a) as soon as available, and in any event within forty-five (45) days
     (in the case of the first three fiscal quarters in each fiscal year) or
     ninety (90) days (in the case of the last fiscal quarter in each fiscal
     year) after the close of each quarterly accounting period of the Borrower,
     a copy of the consolidated balance sheet of the Borrower and its
     Subsidiaries as of the close of such period and the consolidated statements
     of profit and loss and cash flows of the Borrower and its Subsidiaries for
     such period, each in reasonable detail showing in comparative form the
     figures for the corresponding date and period in the previous fiscal year,
     prepared by the Borrower and certified to by the chief financial officer of
     the Borrower;

          (b) as soon as available, and in any event within ninety (90) days
     after the close of each annual accounting period of the Borrower, a copy of
     the annual audit report for the Borrower and its Subsidiaries as of the
     close of such period with accompanying financial statements (including
     consolidated balance sheet and profit and loss and cash flow statements of
     the Borrower and its Subsidiaries for such period), and accompanying notes
     thereto, each in reasonable detail showing in comparative form the figures
     for the previous fiscal year, accompanied by an unqualified opinion thereon
     of Ernst & Young LLP or another firm of independent public accountants of
     recognized national standing, selected by the Borrower and satisfactory to
     the Required Lenders, to the effect that the financial statements have been
     prepared in accordance with GAAP and present fairly in accordance with GAAP
     the consolidated financial condition of the Borrower and its Subsidiaries
     as of the close of such fiscal year and the results of their operations and
     cash flows for the fiscal year then ended and that an examination of such
     accounts in connection with such financial statements has been made in
     accordance with generally accepted auditing standards and, accordingly,
     such examination included such tests of the accounting records and such
     other auditing procedures as were considered necessary in the
     circumstances; and

          (c) within the period provided in subsection (b) above, the written
     statement of the accountants who certified the audit report thereby
     required that in the course of their audit they have obtained no knowledge
     of any Default or Event of Default, or, if

                                      -36-

<PAGE>

     such accountants have obtained knowledge of any such Default or Event of
     Default, they shall disclose in such statement the nature and period of the
     existence thereof;

          (d) promptly after receipt thereof, any additional written reports,
     management letters or other detailed information contained in writing
     concerning significant aspects of the Borrower's or any Subsidiary's
     operations and financial affairs given to it by its independent public
     accountants;

          (e) promptly upon the filing thereof, copies of all registration
     statements, periodic reports or other reports the Borrower or any
     Subsidiary files with the Securities and Exchange Commission; and

          (f) promptly after knowledge thereof shall have come to the attention
     of any Responsible Officer of the Borrower, written notice of (i) any
     Reportable Event as defined in Section 4043 of ERISA and the regulations
     issued thereunder, other than any such event as to which the PBGC has by
     regulation waived the requirement of Section 4043(a) of ERISA that it be
     notified within 30 days of the occurrence of such event, (ii) any
     threatened or pending litigation or governmental proceeding or labor
     controversy against the Borrower or any Subsidiary which, if adversely
     determined, would have a Material Adverse Effect, (iii) any material
     adverse change in the condition (financial or otherwise) or operations of
     the Borrower or any Subsidiary, or (iv) the occurrence of any Default or
     Event of Default hereunder.

Each of the financial statements furnished to the Bank pursuant to subsections
(a) and (b) of this Section shall be accompanied by a written certificate in the
form attached hereto as Exhibit E signed by the chief financial officer of the
Borrower to the effect that to the best of the chief financial officer's
knowledge and belief no Default or Event of Default has occurred during the
period covered by such statements or, if any such Default or Event of Default
has occurred during such period, setting forth a description of such Default or
Event of Default and specifying the action, if any, taken by the Borrower to
remedy the same. Such certificate shall also set forth the calculations
supporting such statements in respect of Sections 7.7, 7.8 and 7.9 of this
Agreement.

     Section 7.6. Inspection. The Borrower shall, and shall cause each of its
Subsidiaries to, permit the Agent, each Lender and each of their duly authorized
representatives and agents to visit and inspect any of the Properties, corporate
books and financial records of the Borrower and each such Subsidiary, to examine
and make copies of the books of accounts and other financial records of the
Borrower and each such Subsidiary, and to discuss the affairs, finances and
accounts of the Borrower and each such Subsidiary with, and to be advised as to
the same by, its officers and independent public accountants (and by this
provision the Borrower hereby authorizes such accountants to discuss with the
Agent and such Lenders the finances and affairs of the Borrower and of each
Subsidiary) at such reasonable times and reasonable intervals as the Agent or
any such Lender may designate. Prior to the occurrence and continuance of a
Default or Event of Default hereunder, the costs and expenses of such
inspections shall be borne by the Lenders.

                                      -37-

<PAGE>

     Section 7.7. Interest Coverage Ratio. The Borrower will not, as of the last
day of any fiscal quarter of the Borrower, permit the Interest Coverage Ratio to
be less than 2.0 to 1.0.

     Section 7.8. Tangible Net Worth. The Borrower will at all times have
Tangible Net Worth of not less than the Minimum Required Amount. For purposes
hereof, the "Minimum Required Amount" shall mean, from the Closing Date through
September 30, 2002, $125,000,000, and thereafter shall mean (x) the greater of
(i) $125,000,000 or (ii) the Borrower's Tangible Net Worth as of September 30,
2002 less $40,000,000, plus (y) on and after January 1, 2003, 30% of the
aggregate Net Income (without deduction for losses) earned during each fiscal
quarter of the Borrower ending on and after December 31, 2002, plus (z) 80% of
the amount of the Net Cash Proceeds received by the Borrower from any equity
issuance by, or capital or equity contribution to, the Borrower after the
Closing Date.

     Section 7.9. Leverage Ratio. The Borrower will not, as of the last day of
any fiscal quarter of the Borrower, permit the Leverage Ratio to exceed 2.25 to
1.00.

     Section 7.10. Distributions. The Borrower will not during any fiscal year
declare or pay any distributions to HAI or any other Person if at the time of
any such distribution a Default or Event of Default shall have occurred and be
continuing hereunder or would occur as a result thereof.

     Section 7.11. Indebtedness. The Borrower shall not, nor shall it permit any
Subsidiary to, issue, incur, assume, create or have outstanding any
Indebtedness; provided, however, that the foregoing provisions shall not
restrict nor operate to prevent:

          (a) the Obligations of the Borrower owing to the Lenders;

          (b) Capitalized Lease Obligations; and

          (c) other Indebtedness in an aggregate principal amount at any time
     outstanding not to exceed $250,000,000.

     Section 7.12. Liens. The Borrower shall not, nor shall it permit any of its
Subsidiaries to, create, incur or permit to exist any Lien of any kind on any
Property owned by the Borrower or any such Subsidiary; provided, however, that
this Section shall not apply to nor operate to prevent:

          (a) Liens arising by statute in connection with worker's compensation,
     unemployment insurance, old age benefits, social security obligations,
     taxes, assessments, statutory obligations or other similar charges, good
     faith cash deposits in connection with tenders, contracts or leases to
     which the Borrower or any Subsidiary is a party or other cash deposits
     required to be made in the ordinary course of business, provided in each
     case that the obligation is not for borrowed money and that the obligation
     secured is not overdue or, if overdue, is being contested in good faith by
     appropriate proceedings which prevent enforcement of the matter under
     contest and adequate reserves have been established therefor;

                                      -38-

<PAGE>

          (b) mechanics', workmen's, materialmen's, landlords', carriers', or
     other similar Liens arising in the ordinary course of business with respect
     to obligations which are not due or which are being contested in good faith
     by appropriate proceedings which prevent enforcement of the matter under
     contest;

          (c) the pledge of assets for the purpose of securing an appeal, stay
     or discharge in the course of any legal proceeding, provided that the
     aggregate amount of liabilities of the Borrower and its Subsidiaries
     secured by a pledge of assets permitted under this subsection, including
     interest and penalties thereon, if any, shall not be in excess of
     $5,000,000 at any one time outstanding; and

          (d) other Liens encumbering Property of the Borrower and its
     Subsidiaries with a book value not in excess of 5% Total Assets.

     Section 7.13. Investments, Acquisitions, Loans, Advances and Guaranties.
The Borrower shall not, nor shall it permit any Subsidiary to, directly or
indirectly, make, retain or have outstanding any investments (whether through
purchase of stock or obligations or otherwise) in, or loans or advances (other
than for travel advances and other similar cash advances made to employees in
the ordinary course of business) to, any other Person, undertake any
Acquisition, or be or become liable as endorser, guarantor, surety or otherwise
for any debt, obligation or undertaking of any other Person, or otherwise agree
to provide funds for payment of the obligations of another, or supply funds
thereto or invest therein or otherwise assure a creditor of another against
loss, or apply for or become liable to the issuer of a letter of credit which
supports an obligation of another, or subordinate any claim or demand it may
have to the claim or demand of any other Person; provided, however, that the
foregoing provisions shall not apply to nor operate to prevent:

          (a) investments in direct obligations of the United States of America
     or of any agency or instrumentality thereof whose obligations constitute
     full faith and credit obligations of the United States of America, provided
     that any such obligations shall mature within eighteen months of the date
     of issuance thereof;

          (b) investments in commercial paper rated at least P-1 by Moody's and
     at least A-1 by S&P maturing within 365 days of the date of issuance
     thereof;

          (c) investments in certificates of deposit issued by any United States
     commercial bank having capital and surplus of not less than $50,000,000
     which have a maturity of one year or less, investments in high grade
     municipal securities, investments in other money market instruments with a
     maturity of one year or less and rated A or better and investments in
     mutual funds which invest only in short term government securities,
     certificates of deposit, high grade commercial paper and similar high grade
     money market instruments and high grade municipal securities;

          (d) endorsement of items for deposit or collection of commercial paper
     received in the ordinary course of business;

                                      -39-

<PAGE>

          (e) the guaranties by the Borrower of the indebtedness of its
     Subsidiaries permitted under Section 7.11(c) hereof;

          (f) the Borrower's investments from time to time in its Subsidiaries,
     and investments made from time to time by a Subsidiary in one or more of
     its Subsidiaries, provided that (x) the incremental additional investments
     of the Borrower in its Subsidiaries after the Closing Date comprised of
     funds advanced from the Borrower to such Subsidiaries, whether in the form
     of contributions to equity capital or loans or advances, plus (y) the
     aggregate value of Property transferred from the Borrower to its
     Subsidiaries (in excess of any cash consideration or consideration in the
     form of Property of a type similar to that transferred received from such
     Subsidiaries therefor) pursuant to Section 7.15(b) hereof after the Closing
     Date, shall not exceed 5% of Total Assets at any time of determination;

          (g) investments, loans, advances and guaranties in addition to those
     otherwise permitted by this Section 7.13, provided that the aggregate
     amount of such investments, loans, advances and guaranties does not at any
     time exceed $50,000,000; and

          (h) Permitted Acquisitions.

In determining the amount of investments, Acquisitions, loans, advances and
guarantees permitted under this Section, investments and Acquisitions shall
always be taken at the original cost thereof (regardless of any subsequent
appreciation or depreciation therein), loans and advances shall be taken at the
principal amount thereof then remaining unpaid, and guarantees shall be taken at
the amount of obligations guaranteed thereby.

     Section 7.14. Use of Proceeds. The Borrower shall use the credit extended
under this Agreement solely for the purposes set forth in, or otherwise
permitted by, Section 5.4 hereof.

     Section 7.15. Mergers, Consolidations and Sales. The Borrower shall not,
nor shall it permit any Restricted Subsidiary to, be a party to any merger or
consolidation, or during any fiscal year sell, transfer, lease or otherwise
dispose of (whether in a single transaction or in multiple transactions) all or
any part of its Property, including any disposition of Property as part of a
sale and leaseback transaction, or in any event sell or discount (with or
without recourse) any of its notes or accounts receivable; provided, however,
that this Section shall not apply to nor operate to prevent:

          (a) the sale or lease of inventory in the ordinary course of business;

          (b) the sale, transfer, lease or other disposition of Property of the
     Borrower and its Subsidiaries to one another in the ordinary course of its
     business;

          (c) the merger of any Subsidiary with and into the Borrower or any
     other Subsidiary, provided that, in the case of any merger involving the
     Borrower, the Borrower is the corporation surviving the merger;

                                      -40-

<PAGE>

          (d) the sale of delinquent notes or accounts receivable in the
     ordinary course of business for purposes of collection only (and not for
     the purpose of any bulk sale or securitization transaction);

          (e) the sale, transfer or other disposition of any tangible personal
     property that, in the reasonable business judgment of the Borrower or its
     Subsidiary, has become obsolete or worn out, and which is disposed of in
     the ordinary course of business;

          (f) sales or other dispositions (whether as part of a sale and
     leaseback transaction or otherwise) of fixed assets within 180 days of the
     acquisition thereof; and

          (g) the sale, transfer, lease or other disposition of Property of the
     Borrower or any Restricted Subsidiary (including any disposition of
     Property as part of a sale and leaseback transaction but excluding
     dispositions permitted pursuant to the preceding clause (f)) in an amount
     for the Borrower and its Restricted Subsidiaries aggregating not more,
     during any fiscal year of the Borrower, than 5% of Total Assets as of the
     last day of the immediately preceding fiscal year computed on a
     consolidated basis in accordance with GAAP.

     Section 7.16. Maintenance of Subsidiaries. The Borrower shall not, nor
shall it permit any Restricted Subsidiary to, issue, assign, sell or transfer,
any shares of capital stock of a Restricted Subsidiary; provided that the
foregoing shall not operate to prevent the issuance, sale and transfer to any
person of any shares of capital stock of a Restricted Subsidiary solely for the
purpose of qualifying, and to the extent legally necessary to qualify, such
person as a director of such Restricted Subsidiary.

     Section 7.17. ERISA. The Borrower shall, and shall cause each of its
Subsidiaries to, promptly pay and discharge all obligations and liabilities
arising under ERISA of a character which if unpaid or unperformed might result
in the imposition of a Lien against any of its Properties. The Borrower shall,
and shall cause each of its Subsidiaries to, promptly notify the Agent and each
Lender of (i) the occurrence of any reportable event (as defined in ERISA) with
respect to a Plan, (ii) receipt of any notice from the PBGC of its intention to
seek termination of any Plan or appointment of a trustee therefor, (iii) its
intention to terminate or withdraw from any Plan, and (iv) the occurrence of any
event with respect to any Plan which would result in the incurrence by the
Borrower or any such Subsidiary of any material liability, fine or penalty, or
any material increase in the contingent liability of the Borrower or any such
Subsidiary with respect to any post-retirement Welfare Plan benefit.

     Section 7.18. Compliance with Laws. The Borrower shall, and shall cause
each of its Subsidiaries to, comply in all respects with the requirements of all
federal, state and local laws, rules, regulations, ordinances and orders
applicable to or pertaining to their Properties or business operations,
non-compliance with which could have a Material Adverse Effect or could result
in a Lien upon any of their Property except as permitted under Section 7.12
hereof.

     Section 7.19. Burdensome Contracts With Affiliates. The Borrower shall not,
nor shall it permit any Subsidiary to, enter into any contract, agreement or
business arrangement with any of

                                      -41-

<PAGE>

its Affiliates (other than with Wholly-Owned Subsidiaries) or the Parent on
terms and conditions which are less favorable to the Borrower or such Subsidiary
than would be usual and customary in similar contracts, agreements or business
arrangements between Persons not affiliated with each other other than
management fees payable by Hewitt Services LLC and the Parent to the Borrower.

     Section 7.20. No Changes in Fiscal Year. The Borrower shall not, nor shall
it permit any Subsidiary to, change its fiscal year from its present basis
without the prior written consent of the Required Lenders, except that the
Borrower may change its fiscal year end to December 31 provided that, prior to
such change becoming effective, the Borrower and the Required Lenders have
entered into an amendment to the provisions of this Agreement with respect to
the effects of such change on the provisions hereof.

     Section 7.21. Amendments to Articles and Operating Agreement. The Borrower
shall not amend or modify its Articles or Operating Agreement in any manner
which might materially and adversely affect the rights of the Lenders or any
holder of the Notes hereunder (it being agreed that amendments for the purpose
of admitting additional members, or reflecting deaths, retirements,
resignations, withdrawals or removals of members will not be deemed to have such
an adverse effect and amendments permitting members to incorporate and such
corporations to become members of the Borrower shall not be deemed to have such
an adverse effect).

SECTION 8. EVENTS OF DEFAULT AND REMEDIES.

     Section 8.1. Events of Default. Any one or more of the following shall
constitute an Event of Default:

          (a) default (x) in the payment when due of the principal amount of any
     Loan or of any Reimbursement Obligation or (y) for a period of five (5)
     Business Days in the payment when due of interest or of any other
     Obligation, provided that the making of a Base Rate or Swing Loan or
     conversion of a Loan into a Base Rate Loan under the circumstances
     described in Section 1.5(c) hereof shall not, in and of itself, constitute
     a default in the payment when due of the principal amount of a Loan or of a
     Reimbursement Obligation, or;

          (b) default in the observance or performance of any covenant set forth
     in Sections 7.1 (with respect to the existence of the Borrower),
     7.5(f)(iv), 7.7, 7.8, 7.9, 7.10, 7.11 (with respect to the Borrower), 7.12
     (with respect to Liens voluntarily entered into by the Borrower), 7.14,
     7.15, 7.16, 7.17 or 7.21 hereof; or

          (c) default in the observance or performance of any other provision
     hereof or of any other Loan Document (x) which, in the case of a default
     with respect to Sections 7.11 (with respect to a Subsidiary), 7.12 (with
     respect to Liens voluntarily entered into by a Subsidiary), 7.13, 7.19 or
     7.20 hereof, is not remedied within fifteen (15) days, and (y) in the case
     of any other default, is not remedied within thirty (30) days, in the case
     of defaults described in clauses (x) and (y), after the earlier of (i) the
     date on

                                      -42-

<PAGE>

     which such failure shall first become known to any officer of the Borrower
     or (ii) written notice thereof is given to the Borrower by the Agent or any
     Lender; or

          (d) any representation or warranty made or deemed (pursuant to Section
     6.1 hereof) made by the Borrower herein or in any other Loan Document, or
     in any statement or certificate furnished by it pursuant hereto or thereto,
     or in connection with any extension of credit made hereunder, proves untrue
     in any material respect as of the date of the issuance or making thereof;
     or

          (e) (x) an Event of Default shall occur under the 364-Day Credit
     Agreement, or (y) default shall occur under any evidence of Indebtedness
     issued, assumed or guaranteed by the Borrower or any Subsidiary aggregating
     $10,000,000 or more or under any indenture, agreement or other instrument
     under which the same may be issued, and such default shall continue for a
     period of time sufficient to permit the acceleration of the maturity of any
     such Indebtedness (whether or not such maturity is in fact accelerated) or
     any such Indebtedness shall not be paid when due (whether by lapse of time,
     acceleration or otherwise); or

          (f) any judgment or judgments, writ or writs, or warrant or warrants
     of attachment, or any similar process or processes in an aggregate amount
     in excess of $250,000 shall be entered or filed against the Borrower or any
     Subsidiary or against any of their Property and which remains unvacated,
     unbonded, unstayed or unsatisfied for a period of sixty (60) days; or

          (g) the Borrower or any member of its Controlled Group shall fail to
     pay when due an amount or amounts aggregating in excess of $50,000 which it
     shall have become liable to pay to the PBGC or to a Plan under Title IV of
     ERISA; or notice of intent to terminate a Plan or Plans having aggregate
     Unfunded Vested Liabilities in excess of $50,000 (collectively, a "Material
     Plan") shall be filed under Title IV of ERISA by the Borrower or any other
     member of its Controlled Group, any plan administrator or any combination
     of the foregoing; or the PBGC shall institute proceedings under Title IV of
     ERISA to terminate or to cause a trustee to be appointed to administer any
     Material Plan or a proceeding shall be instituted by a fiduciary of any
     Material Plan against the Borrower or any member of its Controlled Group to
     enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not
     have been dismissed within thirty (30) days thereafter; or a condition
     shall exist by reason of which the PBGC would be entitled to obtain a
     decree adjudicating that any Material Plan must be terminated; or

          (h) dissolution or termination of the existence of the Borrower or any
     Restricted Subsidiary; or

          (i) the Borrower or any Subsidiary shall (i) have entered
     involuntarily against it an order for relief under the United States
     Bankruptcy Code, as amended, (ii) not pay, or admit in writing its
     inability to pay, its debts generally as they become due, (iii) make an
     assignment for the benefit of creditors, (iv) apply for, seek, consent to,
     or acquiesce in, the appointment of a receiver, custodian, trustee,
     examiner, liquidator or similar official

                                      -43-

<PAGE>

     for it or any substantial part of its Property, (v) institute any
     proceeding seeking to have entered against it an order for relief under the
     United States Bankruptcy Code, as amended, to adjudicate it insolvent, or
     seeking dissolution, winding up, liquidation, reorganization, arrangement,
     adjustment or composition of it or its debts under any law relating to
     bankruptcy, insolvency or reorganization or relief of debtors or fail to
     file an answer or other pleading denying the material allegations of any
     such proceeding filed against it, or (vi) fail to contest in good faith any
     appointment or proceeding described in Section 8.1(j) hereof; or

          (j) a custodian, receiver, trustee, examiner, liquidator or similar
     official shall be appointed for the Borrower or any Subsidiary or any
     substantial part of any of their Property, or a proceeding described in
     Section 8.1(i)(v) shall be instituted against the Borrower or any
     Subsidiary, and such appointment continues undischarged or such proceeding
     continues undismissed or unstayed for a period of ninety (90) days; or

          (k) a Change of Control shall have occurred.

     Section 8.2. Non-Bankruptcy Defaults. When any Event of Default other than
those described in subsections (i) or (j) of Section 8.1 hereof has occurred and
is continuing, the Administrative Agent shall, by written notice to the
Borrower: (a) if so directed by the Required Lenders, terminate the remaining
Commitments and all other obligations of the Lenders hereunder on the date
stated in such notice (which may be the date thereof); (b) if so directed by the
Required Lenders, declare the principal of and the accrued interest on all
outstanding Loans and all other amounts due under the Loan Documents to be
forthwith due and payable and thereupon all outstanding Loans, including both
principal and interest thereon, shall be and become immediately due and payable
together with all other amounts payable under the Loan Documents without further
demand, presentment, protest or notice of any kind; and (c) if so directed by
the Required Lenders, demand that the Borrower immediately pay to the
Administrative Agent, subject to Section 8.4, the full amount then available for
drawing under each or any Letter of Credit, and the Borrower agrees to
immediately make such payment. The Administrative Agent, after giving notice to
the Borrower pursuant to Section 8.1(c) or this Section 8.2, shall also promptly
send a copy of such notice to the other Lenders, but the failure to do so shall
not impair or annul the effect of such notice.

     Section 8.3. Bankruptcy Defaults. When any Event of Default described in
subsections (i) or (j) of Section 8.1 hereof has occurred and is continuing,
then all outstanding Loans shall immediately become due and payable together
with all other amounts payable under the Loan Documents without presentment,
demand, protest or notice of any kind, the obligation of the Lenders to extend
further credit pursuant to any of the terms hereof shall immediately terminate
and the Borrower shall immediately pay to the Administrative Agent, subject to
Section 8.4, the full amount then available for drawing under all outstanding
Letters of Credit.

     Section 8.4. Collateral for Undrawn Letters of Credit. (a) If the
prepayment of the amount available for drawing under any or all outstanding
Letters of Credit is required under Section 1.8(b) or under Section 8.2 or 8.3
above, the Borrower shall forthwith pay the amount

                                      -44-

<PAGE>

required to be so prepaid, to be held by the Administrative Agent as provided in
subsection (b) below.

     (b) All amounts prepaid pursuant to subsection (a) above shall be held by
the Administrative Agent in one or more separate collateral accounts (each such
account, and the credit balances, properties, and any investments from time to
time held therein, and any substitutions for such account, any certificate of
deposit or other instrument evidencing any of the foregoing and all proceeds of
and earnings on any of the foregoing being collectively called the "Collateral
Account") as security for, and for application by the Administrative Agent (to
the extent available) to, the reimbursement of any payment under any Letter of
Credit then orthereafter made by the Administrative Agent, and to the payment of
the unpaid balance of any other Obligations. The Collateral Account shall be
held in the name of and subject to the exclusive dominion and control of the
Administrative Agent for the benefit of the Administrative Agent, the Lenders,
and the L/C Issuer. If and when requested by the Borrower, and for the benefit
of the Borrower (to the extent the amounts on deposit in the Collateral Account
exceed the Obligations secured thereby), the Administrative Agent shall invest
funds held in the Collateral Account from time to time in direct obligations of,
or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America with a remaining maturity of
eighteen months or less, provided that the Administrative Agent is irrevocably
authorized to sell investments held in the Collateral Account when and as
required to make payments out of the Collateral Account for application to
amounts due and owing from the Borrower to the L/C Issuer, the Administrative
Agent or the Lenders; provided, however, that if (i) the Borrower shall have
made payment of all such obligations referred to in subsection (a) above, (ii)
all relevant preference or other disgorgement periods relating to the receipt of
such payments have passed, and (iii) no Letters of Credit, Commitments, Loans or
other Obligations remain outstanding hereunder, then the Administrative Agent
shall release to the Borrower any remaining amounts held in the Collateral
Account.

     Section 8.5. Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 8.1(c) hereof promptly upon being requested to do
so by any Lender and shall thereupon notify all the Lenders thereof.

     Section 8.6. Expenses. The Borrower agrees to pay to the Administrative
Agent and each Lender, and any other holder of any Note outstanding hereunder,
all costs and expenses reasonably incurred or paid by the Administrative Agent
and such Lender or any such holder, including reasonable attorneys' fees and
court costs, in connection with any Default or Event of Default by the Borrower
hereunder or in connection with the enforcement of any of the Loan Documents
(including all such costs and expenses incurred in connection with any
proceeding under the United States Bankruptcy Code involving the Borrower or any
Subsidiary as a debtor thereunder).

SECTION 9. CHANGE IN CIRCUMSTANCES.

     Section 9.1. Change of Law. Notwithstanding any other provisions of this
Agreement or any Note, if at any time any adoption of or change in applicable
law or regulation or in the interpretation thereof makes it unlawful for any
Lender to make or continue to maintain any

                                      -45-

<PAGE>

Eurodollar Loans or to perform its obligations as contemplated hereby, such
Lender shall promptly give notice thereof to the Borrower and such Lender's
obligations to make or maintain Eurodollar Loans under this Agreement shall be
suspended until it is no longer unlawful for such Lender to make or maintain
Eurodollar Loans. The Borrower shall prepay on demand the outstanding principal
amount of any such affected Eurodollar Loans, together with all interest accrued
thereon and all other amounts then due and payable to such Lender under this
Agreement; provided, however, subject to all of the terms and conditions of this
Agreement, the Borrower may then elect to borrow the principal amount of the
affected Eurodollar Loans from such Lender by means of Base Rate Loans from such
Lender, which Base Rate Loans shall not be made ratably by the Lenders but only
from such affected Lender.

     Section 9.2. Unavailability of Deposits or Inability to Ascertain, or
Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurodollar Loans:

          (a) the Administrative Agent determines that deposits in U.S. Dollars
     (in the applicable amounts) are not being offered to it in the interbank
     eurodollar market for such Interest Period, or that by reason of
     circumstances affecting the interbank eurodollar market adequate and
     reasonable means do not exist for ascertaining the applicable LIBOR, or

          (b) the Required Lenders advise the Administrative Agent that (i)
     LIBOR as determined by the Administrative Agent will not adequately and
     fairly reflect the cost to such Lenders of funding their Eurodollar Loans
     for such Interest Period or (ii) that the making or funding of Eurodollar
     Loans become impracticable,

then the Administrative Agent shall forthwith give notice thereof to the
Borrower and the Lenders, whereupon until the Administrative Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist,
the obligations of the Lenders to make Eurodollar Loans shall be suspended,
provided that the Lenders shall thereupon be deemed to have waived any prior
notice period for the Borrowing of a Base Rate Loan to substitute for any such
Eurodollar Loan.

     Section 9.3. Increased Cost and Reduced Return. (a) If, on or after the
date hereof, the adoption of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency:

          (i) shall subject any Lender (or its Lending Office) to any tax, duty
     or other charge with respect to its Eurodollar Loans, its Notes, its
     Letter(s) of Credit, or its participation in any thereof, any Reimbursement
     Obligations owed to it or its obligation to make Eurodollar Loans, issue a
     Letter of Credit, or to participate therein, or shall change the basis of
     taxation of payments to any Lender (or its Lending Office) of the principal
     of or interest on its Eurodollar Loans, Letter(s) of Credit, or
     participations

                                      -46-

<PAGE>

     therein or any other amounts due under this Agreement or any other Loan
     Document in respect of its Eurodollar Loans, Letter(s) of Credit, any
     participation therein, any Reimbursement Obligations owed to it, or its
     obligation to make Eurodollar Loans, or issue a Letter of Credit, or
     acquire participations therein (except for changes in the rate of tax on
     the overall net income of such Lender or its Lending Office imposed by the
     jurisdiction in which such Lender's principal executive office or Lending
     Office is located); or

          (ii) shall impose, modify or deem applicable any reserve, special
     deposit or similar requirement (including, without limitation, any such
     requirement imposed by the Board of Governors of the Federal Reserve
     System, but excluding with respect to any Eurodollar Loans any such
     requirement included in an applicable Eurodollar Reserve Percentage)
     against assets of, deposits with or for the account of, or credit extended
     by, any Lender (or its Lending Office) or shall impose on any Lender (or
     its Lending Office) or on the interbank market any other condition
     affecting its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its
     participation in any thereof, any Reimbursement Obligation owed to it, or
     its obligation to make Eurodollar Loans, or to issue a Letter of Credit, or
     to participate therein;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Lending Office) of making or maintaining any Eurodollar Loan, issuing or
maintaining a Letter of Credit, or participating therein, or to reduce the
amount of any sum received or receivable by such Lender (or its Lending Office)
under this Agreement or under any other Loan Document with respect thereto, by
an amount deemed by such Lender to be material, then, within 30 days after
demand by such Lender (with a copy to the Administrative Agent), the Borrower
shall be obligated to pay to such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduction, provided that
no Lender may claim compensation for any such amount incurred or accrued more
than 90 days prior to the date of its demand for payment hereunder except to the
extent, if any, that the applicable adoption or change retroactively imposes
such increased cost or reduction on such party with respect to periods more than
90 days prior to such date of demand for payment.

     (b) If, after the date hereof, any Lender or the Administrative Agent shall
have determined that the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its Lending Office) or any corporation
controlling such Lender with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has had the effect of reducing the rate of return on such
Lender's or such corporation's capital as a consequence of its obligations
hereunder to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time,
within 30 days after demand by such Lender (with a copy to the Administrative
Agent), the Borrower shall pay to such Lender such additional amount or amounts
as will compensate such Lender for such

                                      -47-

<PAGE>

reduction,provided that no Lender may claim compensation for any such amount
incurred or accrued more than 90 days prior to the date of its demand for
payment hereunder except to the extent, if any, that the applicable adoption or
change retroactively imposes such increased cost or reduction on such party with
respect to periods more than 90 days prior to such date of demand for payment.

     (c) A certificate of a Lender claiming compensation under this Section 9.3,
outlining the applicable change, law, rule or regulation, and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive if
reasonably determined. In determining such amount, such Lender may use any
reasonable averaging and attribution methods.

     Section 9.4. Lending Offices. Each Lender may, at its option, elect to make
its Loans hereunder at the branch, office or affiliate specified on the
appropriate signature page hereof (each a "Lending Office") for each type of
Loan available hereunder or at such other of its branches, offices or affiliates
as it may from time to time elect and designate in a written notice to the
Borrower and the Administrative Agent. To the extent reasonably possible, a
Lender shall designate an alternative branch or funding office with respect to
its Eurodollar Loans to reduce any liability of the Borrower to such Lender
under Section 9.3 hereof or to avoid the unavailability of Eurodollar Loans
under Section 9.2 hereof, so long as such designation is not otherwise
disadvantageous to the Lender.

     Section 9.5. Discretion of Lender as to Manner of Funding. Notwithstanding
any other provision of this Agreement, each Lender shall be entitled to fund and
maintain its funding of all or any part of its Loans in any manner it sees fit,
it being understood, however, that for the purposes of this Agreement all
determinations hereunder with respect to Eurodollar Loans shall be made as if
each Lender had actually funded and maintained each Eurodollar Loan through the
purchase of deposits in the interbank eurodollar market having a maturity
corresponding to such Loan's Interest Period, and bearing an interest rate equal
to LIBOR for such Interest Period.

SECTION 10. THE ADMINISTRATIVE AGENT.

     Section 10.1. Appointment and Authorization of Administrative Agent. Each
Lender hereby appoints Harris Trust and Savings Bank as the Administrative Agent
under the Loan Documents and hereby authorizes the Administrative Agent to take
such action as Administrative Agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto.
The Lenders expressly agree that the Administrative Agent is not acting as a
fiduciary of the Lenders in respect of the Loan Documents, the Borrower or
otherwise, and nothing herein or in any of the other Loan Documents shall result
in any duties or obligations on the Administrative Agent or any of the Lenders
except as expressly set forth herein.

     Section 10.2. Administrative Agent and its Affiliates. The Administrative
Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any other Lender and may exercise or refrain from exercising
such rights and power as though it were not the Administrative Agent, and the
Administrative Agent and its affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrower or any

                                      -48-

<PAGE>

Affiliate or Subsidiary of the Borrower as if it were not the Administrative
Agent under the Loan Documents. The term "Lender" as used herein and in all
other Loan Documents, unless the context otherwise clearlyrequires, includes the
Administrative Agent in its individual capacity as a Lender. References in
Section 1 hereof to the Administrative Agent's Loans, or to the amount owing to
the Administrative Agent for which an interest rate is being determined, refer
to the Administrative Agent in its individual capacity as a Lender.

     Section 10.3. Action by Administrative Agent. If the Administrative Agent
receives from the Borrower a written notice of an Event of Default pursuant to
Section 7.5 hereof, the Administrative Agent shall promptly give each of the
Lenders written notice thereof. The obligations of the Administrative Agent
under the Loan Documents are only those expressly set forth therein. Without
limiting the generality of the foregoing, the Administrative Agent shall not be
required to take any action hereunder with respect to any Default or Event of
Default, except as expressly provided in Sections 8.2 and 8.5. Unless and until
the Required Lenders give such direction, the Administrative Agent may (but
shall not be obligated to) take or refrain from taking such actions as it deems
appropriate and in the best interest of all the Lenders. In no event, however,
shall the Administrative Agent be required to take any action in violation of
applicable law or of any provision of any Loan Document, and the Administrative
Agent shall in all cases be fully justified in failing or refusing to act
hereunder or under any other Loan Document unless it first receives any further
assurances of its indemnification from the Lenders that it may require,
including prepayment of any related expenses and any other protection it
requires against any and all costs, expense, and liability which may be incurred
by it by reason of taking or continuing to take any such action. The
Administrative Agent shall be entitled to assume that no Default or Event of
Default exists, except with respect to defaults in the payment of principal,
interest or fees required to be paid to the Administrative Agent for the account
of the Lenders, unless notified in writing to the contrary by a Lender or the
Borrower. In all cases in which the Loan Documents do not require the
Administrative Agent to take specific action, the Administrative Agent shall be
fully justified in using its discretion in failing to take or in taking any
action thereunder. Any instructions of the Required Lenders, or of any other
group of Lenders called for under the specific provisions of the Loan Documents,
shall be binding upon all the Lenders and the holders of the Obligations.

     Section 10.4. Consultation with Experts. The Administrative Agent may
consult with legal counsel, independent public accountants, and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts selected by it with reasonable care.

     Section 10.5. Liability of Administrative Agent; Credit Decision. Neither
the Administrative Agent nor any of its directors, officers or employees shall
be liable for any action taken or not taken by it in connection with the Loan
Documents: (i) with the consent or at the request of the Required Lenders or
(ii) in the absence of its own gross negligence or willful misconduct. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into or verify:
(i) any statement, warranty or representation made in connection with this
Agreement, any other Loan Document or any Credit Event; (ii) the performance or
observance of any of the covenants or agreements of the Borrower or any
Subsidiary contained herein or in any other Loan Document;

                                      -49-

<PAGE>

(iii) the satisfaction of any condition specified in Section 6 hereof, except
receipt of items required to be delivered to the Administrative Agent; or (iv)
the validity, effectiveness, genuineness, enforceability, perfection, value,
worth or collectibility hereof or of any other Loan Document or of any other
documents or writing furnished in connection with any Loan Document; and the
Administrative Agent makes no representation of any kind or character with
respect to any such matter mentioned in this sentence. The Administrative Agent
may execute any of its duties under any of the Loan Documents by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders for the default or misconduct of any such agents or attorneys-in-fact
selected with reasonable care. The Administrative Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate, other
document or statement (whether written or oral) believed by it to be genuine or
to be sent by the proper party or parties. In particular and without limiting
any of the foregoing, the Administrative Agent shall have no responsibility for
confirming the accuracy of any compliance certificate or other document or
instrument received by it under the Loan Documents. The Administrative Agent may
treat the payee of any Note as the holder thereof until written notice of
transfer shall have been filed with the Administrative Agent signed by such
payee in form satisfactory to the Administrative Agent. Each Lender acknowledges
that it has independently and without reliance on the Administrative Agent or
any other Lender, and based upon such information, investigations and inquiries
as it deems appropriate, made its own credit analysis and decision to extend
credit to the Borrower in the manner set forth in the Loan Documents. It shall
be the responsibility of each Lender to keep itself informed as to the
creditworthiness of the Borrower and its Subsidiaries, and the Administrative
Agent shall have no liability to any Lender with respect thereto.

     Section 10.6. Indemnity. The Lenders shall ratably, in accordance with
their respective Percentages, indemnify and hold the Administrative Agent, and
its directors, officers, employees, agents, and representatives harmless from
and against any liabilities, losses, costs or expenses suffered or incurred by
it under any Loan Document or in connection with the transactions contemplated
thereby, regardless of when asserted or arising, except to the extent they are
promptly reimbursed for the same by the Borrower and except to the extent that
any event giving rise to a claim was caused by the gross negligence or willful
misconduct of the party seeking to be indemnified. The obligations of the
Lenders under this Section shall survive termination of this Agreement. The
Administrative Agent shall be entitled to offset amounts received for the
account of a Lender under this Agreement against unpaid amounts due from such
Lender to the Administrative Agent hereunder (whether as fundings of
participations, indemnities or otherwise), but shall not be entitled to offset
against amounts owed to the Administrative Agent by any Lender arising outside
of this Agreement and the other Loan Documents.

     Section 10.7. Resignation of Administrative Agent and Successor
Administrative Agent. The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower. Upon any such
resignation of the Administrative Agent, the Required Lenders shall have the
right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving of notice of resignation then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which may be any Lender hereunder or any commercial bank

                                      -50-

<PAGE>

organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $200,000,000. Upon the
acceptance of its appointment as the Administrative Agent hereunder, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Administrative Agent under the Loan
Documents, and the retiring Administrative Agent shall be discharged from its
duties and obligations thereunder. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this Section 10
and all protective provisions of the other Loan Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent, but no successor Administrative Agent shall in any event
be liable or responsible for any actions of its predecessor. If the
Administrative Agent resigns and no successor is appointed, the rights and
obligations of such Administrative Agent shall be automatically assumed by the
Required Lenders and the Borrower shall be directed to make all payments due
each Lender hereunder directly to such Lender. If no Administrative Agent is
appointed within five (5) days of such resignation, the Administrative Agent
shall reimburse, on a pro rata basis, any annual administrative agent's fees
paid to the Administrative Agent acting in such capacity, including without
limitation, those described in Section 2.1(d).

     Section 10.8. L/C Issuer. The L/C Issuer shall act on behalf of the Lenders
with respect to any Letters of Credit issued by it and the documents associated
therewith. The L/C Issuer shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this Section 10 with respect to any acts
taken or omissions suffered by the L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and the Applications
pertaining to such Letters of Credit as fully as if the term "Administrative
Agent", as used in this Section 10, included the L/C Issuer with respect to such
acts or omissions and (ii) as additionally provided in this Agreement with
respect to such L/C Issuer.

     Section 10.9. Designation of Additional Agents. The Administrative Agent
shall have the continuing right, for purposes hereof, at any time and from time
to time to designate one or more of the Lenders (and/or its or their Affiliates)
as "syndication agents," "documentation agents," "arrangers" or other
designations for purposes hereto, but such designation shall have no substantive
effect, and such Lenders and their Affiliates shall have no additional powers,
duties or responsibilities as a result thereof.

SECTION 11. MISCELLANEOUS.

     Section 11.1. Withholding Taxes. (a) Payments Free of Withholding. Except
as otherwise required by law and subject to Section 11.1(b) hereof, each payment
by the Borrower under this Agreement or the other Loan Documents shall be made
without withholding for or on account of any present or future taxes (other than
overall net income taxes on the recipient) imposed by or within the jurisdiction
in which the Borrower is domiciled, any jurisdiction from which the Borrower
makes any payment, or (in each case) any political subdivision or taxing
authority thereof or therein. If any suchwithholding is so required of the
Borrower (or the Administrative Agent, on its behalf) by applicable law or
regulation, the Borrower (or the Administrative Agent, on its behalf) shall make
the withholding, pay the amount withheld to the appropriate governmental
authority before penalties attach thereto or interest accrues thereon and the

                                      -51-

<PAGE>

Borrower shall forthwith pay such additional amount as may be necessary to
ensure that the net amount actually received by each Lender and the
Administrative Agent free and clear of such taxes (including such taxes on such
additional amount) is equal to the amount which that Lender or the
Administrative Agent (as the case may be) would have received had such
withholding not been made. If the Administrative Agent or any Lender pays any
amount in respect of any such taxes, penalties or interest, the Borrower shall
reimburse the Administrative Agent or such Lender for that payment on demand in
the currency in which such payment was made. If the Borrower pays any such
taxes, penalties or interest, it shall deliver official tax receipts evidencing
that payment or certified copies thereof to the Lender or Administrative Agent
on whose account such withholding was made (with a copy to the Administrative
Agent if not the recipient of the original) on or before the thirtieth day after
payment.

     (b) U.S. Withholding Tax Exemptions. Each Lender that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and the Administrative Agent on or before the date the
initial Credit Event is made hereunder or, if later, the date such financial
institution becomes a Lender hereunder, two duly completed and signed copies of
(i) either Form W-8 BEN (relating to such Lender and entitling it to a complete
exemption from withholding under the Code on all amounts to be received by such
Lender, including fees, pursuant to the Loan Documents and the Obligations) or
Form W-8 ECI (relating to all amounts to be received by such Lender, including
fees, pursuant to the Loan Documents and the Obligations) of the United States
Internal Revenue Service or (ii) solely if such Lender is claiming exemption
from United States withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of "portfolio interest", a Form W-8 BEN, or any
successor form prescribed by the Internal Revenue Service, and a certificate
representing that such Lender is not a bank for purposes of Section 881(c) of
the Code, is not a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Code). Thereafter and from time to time, each Lender shall submit to the
Borrower and the Administrative Agent such additional duly completed and signed
copies of one or the other of such Forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing authorities) and
such other certificates as may be (i) requested by the Borrower in a written
notice, directly or through the Administrative Agent, to such Lender and (ii)
required under then-current United States law or regulations to avoid or reduce
United States withholding taxes on payments in respect of all amounts to be
received by such Lender, including fees, pursuant to the Loan Documents or the
Obligations. Upon the request of the Borrower or the Administrative Agent, each
Lender that is a United States person (as such term is defined in Section
7701(a)(30) of the Code) shall submit to the Borrower and the Administrative
Agent a certificate to the effect that it is such a United States person.

     (c) Inability of Lender to Submit Forms. If any Lender determines, as a
result of any change in applicable law, regulation or treaty, or in any official
application or interpretation thereof, that it is unable to submit to the
Borrower or the Administrative Agent any form or certificate that such Lender is
obligated to submit pursuant to subsection (b) of this Section 11.1 or that such
Lender is required to withdraw or cancel any such form or certificate previously
submitted or any such form or certificate otherwise becomes ineffective or
inaccurate, such Lender shall promptly notify the Borrower and Administrative
Agent of such fact and the Lender

                                      -52-

<PAGE>

shall to that extent not be obligated to provide any such form or certificate
and will be entitled to withdraw or cancel any affected form or certificate, as
applicable.

     Section 11.2. No Waiver, Cumulative Remedies. No delay or failure on the
part of the Administrative Agent or any Lender or on the part of the holder or
holders of any of the Obligations in the exercise of any power or right under
any Loan Document shall operate as a waiver thereof or as an acquiescence in any
default, nor shall any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or
right. The rights and remedies hereunder of the Administrative Agent, the
Lenders and of the holder or holders of any of the Obligations are cumulative
to, and not exclusive of, any rights or remedies which any of them would
otherwise have.

     Section 11.3. Non-Business Days. If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall
be due and payable. In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such principal amount shall continue to
accrue during such extension at the rate per annum then in effect, which accrued
amount shall be due and payable on the next scheduled date for the payment of
interest.

     Section 11.4. Documentary Taxes. The Borrower agrees to pay on demand any
documentary, stamp or similar taxes payable in respect of this Agreement or any
other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

     Section 11.5. Survival of Representations. All representations and
warranties made herein or in any other Loan Document or in certificates given
pursuant hereto or thereto shall survive the execution and delivery of this
Agreement and the other Loan Documents, and shall continue in full force and
effect with respect to the date as of which they were made as long as any credit
is in use or available hereunder.

     Section 11.6. Survival of Indemnities. All indemnities and other provisions
relative to reimbursement to the Lenders of amounts sufficient to protect the
yield of the Lenders with respect to the Loans and Letters of Credit, including,
but not limited to, Sections 1.11, 9.3, and 11.15 hereof, shall survive the
termination of this Agreement and the other Loan Documents and the payment of
the Obligations.

     Section 11.7. Sharing. Each Lender agrees with each other Lender a party
hereto that if such Lender shall receive and retain any payment,whether by
application of deposit balances or otherwise, on any of the Loans or
Reimbursement Obligations in excess of its ratable share of payments on all such
Obligations then outstanding to the Lenders, then such Lender shall purchase for
cash at face value, but without recourse, ratably from each of the other Lenders
such amount of the Loans or Reimbursement Obligations, or participations
therein, held by each such other Lenders (or interest therein) as shall be
necessary to cause such Lender to share such excess payment ratably with all the
other Lenders; provided, however, that if any such purchase is made

                                      -53-

<PAGE>

by any Lender, and if such excess payment or part thereof is thereafter
recovered from such purchasing Lender, the related purchases from the other
Lenders shall be rescinded ratably and the purchase price restored as to the
portion of such excess payment so recovered, but without interest. For purposes
of this Section, amounts owed to or recovered by the L/C Issuer in connection
with Reimbursement Obligations in which Lenders have been required to fund their
participation shall be treated as amounts owed to or recovered by the L/C Issuer
as a Lender hereunder.

     Section 11.8. Notices. Except as otherwise specified herein, all notices
hereunder and under the other Loan Documents shall be in writing (including,
without limitation, notice by telecopy) and shall be given to the relevant party
at its address or telecopier number set forth below, or such other address or
telecopier number as such party may hereafter specify by notice to the
Administrative Agent and the Borrower given by courier, by United States
certified or registered mail, by telecopy or by other telecommunication device
capable of creating a written record of such notice and its receipt. Notices
under the Loan Documents to the Lenders and the Administrative Agent shall be
addressed to their respective addresses or telecopier numbers set forth on the
signature pages hereof, and to the Borrower to:

                           Hewitt Associates LLC
                           100 Half Day Road
                           Lincolnshire, Illinois  60069
                           Attention: Mr. Dan DeCanniere
                           Telephone: (847) 295-5000
                           Telecopy:  (847) 295-9127

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section or on the signature pages hereof and a confirmation of
such telecopy has been received by the sender, (ii) if given by mail, 5 days
after such communication is deposited in the mail, certified or registered with
return receipt requested, addressed as aforesaid or (iii) if given by any other
means, when delivered at the addresses specified in this Section or on the
signature pages hereof; provided that any notice given pursuant to Section 1
hereof shall be effective only upon receipt.

     Section 11.9. Counterparts. This Agreement may be executed in any number
of counterparts, and by the different parties hereto on separate counterpart
signature pages, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

     Section 11.10. Successors and Assigns. This Agreement shall be binding
upon the Borrower and its successors and assigns, and shall inure to the benefit
of the Administrative Agent and each of the Lenders and the benefit of their
respective successors and assigns, including any subsequent holder of any of the
Obligations. The Borrower may not assign any of its rights or obligations under
any Loan Document without the written consent of all of the Lenders.

     Section 11.11. Participants. Each Lender shall have the right at its own
cost to grant participations (to be evidenced by one or more agreements or
certificates of participation) in the

                                      -54-

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Loans made and/or Reimbursement Obligations and/or Commitments held by such
Lender at any time and from time to time to one or more other Persons; provided
that no such participation shall relieve any Lender of any of its obligations
under this Agreement, and such Lender shall remain fully liable with respect to
all of its obligations and duties hereunder, and, provided, further that no
such participant shall have any rights under this Agreement except as provided
in this Section, and the Administrative Agent shall have no obligation or
responsibility to such participant. Any agreement pursuant to which such
participation is granted shall provide that the granting Lender shall retain
the sole right and responsibility to enforce the obligations of the Borrower
under this Agreement and the other Loan Documents including, without limitation,
the right to approve any amendment, modification or waiver of any provision of
the Loan Documents, except that such agreement may provide that such Lender
will not agree to any modification, amendment or waiver of the Loan Documents
that would reduce the amount of or postpone any fixed date for payment of any
Obligation in which such participant has an interest. Any party to which such a
participation has been granted shall have the benefits of Section 1.11 and
Section 9.3 hereof. The Borrower authorizes each Lender to disclose to any
participant or prospective participant under this Section any financial or other
information pertaining to the Borrower or any Subsidiary, provided that, prior
to any such disclosure, such participant or prospective participant has agreed
to keep such information confidential pursuant to the terms of a written
confidentiality letter or agreement in the form customarily used by the
disclosing Lender for such purpose.

     Section 11.12. Assignments. (a) Each Lender shall have the right at any
time, with the prior consent of the Administrative Agent and, so long as no
Default or Event of Default then exists, the Borrower (which consent of the
Borrower shall not be unreasonably withheld or delayed, and which consent of
the Borrower shall not be required with respect to  assignments to Lenders or
to financial institutions which are wholly-owned Subsidiaries of the assigning
Lender's ultimate parent corporation) to assign all or any part of its rights
and obligations under the Loan Documents (including, without limitation, the
indebtedness evidenced by the Notes then held by such assigning Lender, together
with an equivalent percentage of its obligation to make Loans and participate
in Letters of Credit) to one or more commercial banks or other financial
institutions or investors, provided that, unless otherwise agreed to by the
Administrative Agent, such assignment shall be of a fixed percentage (and not
by its terms of varying percentage) of the assigning Lender's rights and
obligations under the Loan Documents; provided, however, that in order to make
any such assignment (i) unless the assigning Lender is assigning all of its
Commitments, outstanding Loans and interests in Letters of Credit, the assigning
Lender shall retain at least $10,000,000 in unused Commitments, outstanding
Loans and interests in Letters of Credit, (ii) the assignee Lender shall have
Commitments, outstanding Loans and interests in Letters of Credit of at least
$5,000,000, (iii) each such assignment shall be evidenced by a written
agreement (substantially in the form attached hereto as Exhibit F or in such
other form acceptable to the Administrative Agent) executed by such assigning
Lender, such assignee Lender or Lenders, the Administrative Agent and, if
required as provided above, the Borrower, which agreement shall specify in each
instance the portion of the Obligations which are to be assigned to the assignee
Lender and the portion of the Commitments of the assigning Lender to be assumed
by the assignee Lender, and (iv) the assigning Lender shall pay to the
Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys'
fees and expenses incurred by the Administrative Agent in connection with any
such assignment

                                      -55-

<PAGE>

agreement. Any such assignee shall become a Lender for all purposes hereunder
to the extent of the rights and obligations under the Loan Documents it assumes
and the assigning Lender shall be released from its obligations, and will have
released its rights, under the Loan Documents to the extent of such assignment.
The address for notices to such assignee Lender shall be as specified in the
assignment agreement executed by it. Promptly upon the effectiveness of any
such assignment agreement, the Borrower shall execute and deliver replacement
Notes to the assignee Lender and the assigning Lender in the respective amounts
of their Commitments (or assigned principal amounts, as applicable) after
giving effect to the reduction occasioned by such assignment (all such Notes to
constitute "Notes" for all purposes of the Loan Documents), and the assignee
Lender shall thereafter surrender to the Borrower its old Notes. The Borrower
authorizes each Lender to disclose to any purchaser or prospective purchaser of
an interest in the Loans and interest in Letters of Credit owed to it or its
Commitments under this Section any financial or other information pertaining to
the Borrower or any Subsidiary.

          (b) Any Lender may at any time pledge or grant a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or grant of a security interest; provided that no such pledge or
grant of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or secured party for such Lender as a
party hereto.

     Section 11.13. Amendments. Any provision of this Agreement or the other
Loan Documents may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by (a) the Borrower, (b) the Required
Lenders, and (c) if the rights or duties of the Administrative Agent are
affected thereby, the Administrative Agent; provided that:

                   (i) no amendment or waiver pursuant to this Section 11.13
         shall (A) increase any Commitment of any Lender without the consent of
         such Lender or (B) reduce the amount of or postpone the date for any
         scheduled payment of any principal of or interest on any Loan or of
         any Reimbursement Obligation or of any fee payable hereunder without
         the consent of the Lender to which such payment is owing or which has
         committed to make such Loan or Letter of Credit (or participate
         therein) hereunder; and

                  (ii) no amendment or waiver pursuant to this Section 11.13
         shall, unless signed by each Lender, increase the aggregate Commitments
         of the Lenders (except as specifically provided in Section 1.15
         hereof), change the definitions of Revolving Credit Termination Date
         or Required Lenders, change the provisions of this Section 11.13, or
         affect the number of Lenders required to take any action hereunder or
         under any other Loan Document.

     Section 11.14. Headings. Section headings used in this Agreement are for
reference only and shall not affect the construction of this Agreement.

     Section 11.15. Costs and Expenses; Indemnification. The Borrower agrees
to pay all costs and expenses of the Administrative Agent in connection with the
preparation, negotiation, syndication, and administration of the Loan Documents,
including, without limitation, the

                                      -56-

<PAGE>

reasonable fees and disbursements of counsel to the Administrative Agent, in
connection with the preparation and execution of the Loan Documents, and any
amendment, waiver or consent related thereto, whether or not the transactions
contemplated herein are consummated. The Borrower further agrees to indemnify
the Administrative Agent, each Lender, and their respective directors, officers
and employees against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all reasonable expenses
of litigation or preparation therefor, whether or not the indemnified Person is
a party thereto, or any settlement arrangement arising from or relating to any
such litigation) which any of them may pay or incur arising out of or relating
to any Loan Document or any of the transactions contemplated thereby or the
direct or indirect application or proposed application of the proceeds of any
Loan or Letter of Credit, other than those which arise from the gross negligence
or willful misconduct of the party claiming indemnification, provided, however,
that the Borrower shall not be required to indemnify any Person for any losses,
claims, damages, penalties, judgments, liabilities or expenses incurred by such
Person:

         (i) in any litigation or other adversarial proceeding in which the
         Borrower or one of its Subsidiaries is the party opposing the Person to
         be indemnified, to the extent that (or in connection with any counts or
         parts of such litigation or other adversarial proceeding with respect
         to which) a court of competent jurisdiction has entered a final
         judgment in favor of the Borrower or such Subsidiary, it being
         understood that if such final judgment is in favor of the Borrower or
         such Subsidiary on some counts or parts of such litigation or other
         adversarial proceeding and in favor of the Person to be indemnified on
         other counts or parts, the Borrower shall only be obligated to pay a
         share of such Person's costs and expenses proportionate to the number
         of counts or parts of the litigation or other adversarial proceeding
         with respect to which a final judgment has been rendered in favor of
         such Person, or

         (ii) as a result of the Borrower's failure to receive the proceeds of
         any Borrowing because such Borrowing is not deposited by the
         Administrative Agent to the account of the Borrower designated for such
         purpose in accordance with the provisions of Section 1.5(d) hereof.

The Borrower, upon demand by the Administrative Agent or a Lender at any time,
shall reimburse the Administrative Agent or such Lender for any legal or other
expenses incurred in connection with investigating or defending against any of
the foregoing (including any settlement costs relating to the foregoing), except
if the same is directly due to the gross negligence or willful misconduct of the
party to be indemnified, or one of the exclusions in the foregoing clauses (i)
and (ii) applies, it being understood that such legal and other expenses (or a
proportionate share thereof, as described in said clause (i)) shall, in a
proceeding of the type described in said clause (i), be due and payable by the
Borrower upon the entry of a final judgment of a court of competent jurisdiction
in favor of the Person to be indemnified, or as otherwise agreed by the Borrower
and the Administrative Agent. The obligations of the Borrower under this Section
shall survive the termination of this Agreement.


                                      -57-

<PAGE>


     Section 11.16. Entire Agreement. The Loan Documents constitute the entire
understanding of the parties thereto with respect to the subject matter thereof
and any prior agreements, whether written or oral, with respect thereto are
superseded hereby.

     Section 11.17. Governing Law. This Agreement and the other Loan Documents,
and the rights and duties of the parties hereto, shall be construed and
determined in accordance with the internal laws of the State of Illinois.

     Section 11.18. Severability of Provisions. Any provision of any Loan
Document which is unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. All rights, remedies
and powers provided in this Agreement and the other Loan Documents may be
exercised only to the extent that the exercise thereof does not violate any
applicable mandatory provisions of law, and all the provisions of this Agreement
and other Loan Documents are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement or the other Loan
Documents invalid or unenforceable.

     Section 11.19. Construction. Nothing contained herein shall be deemed or
construed to permit any act or omission which is prohibited by the terms of any
Collateral Document, the covenants and agreements contained herein being in
addition to and not in substitution for the covenants and agreements contained
in the Collateral Documents.

     Section 11.20. Lender's Obligations Several. The obligations of the Lenders
hereunder are several and not joint. Nothing contained in this Agreement and no
action taken by the Lenders pursuant hereto shall be deemed to constitute the
Lenders a partnership, association, joint venture or other entity.

     Section 11.21. Submission to Jurisdiction; Waiver of Jury Trial. The
Borrower hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Northern District of Illinois and of any Illinois State
court sitting in the City of Chicago for purposes of all legal proceedings
arising out of or relating to this Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby. The Borrower irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum. THE BORROWER, THE ADMINISTRATIVE AGENT,
AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY.

                           [SIGNATURE PAGES TO FOLLOW]

                                      -58-

<PAGE>

     This Agreement is entered into between us for the uses and purposes herein
above set forth as of the date first above written.


                                       HEWITT ASSOCIATES LLC



                                       By /s/ C. L. Connolly III
                                         -----------------------
                                       Name  C. L. Connolly III
                                             -------------------
                                       Title Secretary
                                             -------------------


                                       S-1

<PAGE>

                                       "LENDERS"

                                       HARRIS TRUST AND SAVINGS BANK, in its
                                         individual capacity as a Lender, as
                                         L/C Issuer, and as Administrative Agent



                                       By /s/ Joann L. Homan
                                          -------------------
                                       Name  Joann L. Homan
                                             ----------------
                                       Title Vice President
                                             ----------------

                                       Address:


                                       111 West Monroe Street
                                       Chicago, Illinois  60603
                                       Attention:  Ms. Joann L. Holman
                                       Telephone:  (312) 461-2800
                                       Telecopy:   (312) 293-5068



                                       S-2

<PAGE>

                                       BANK OF AMERICA, N.A.



                                       By /s/ Robert Mauriello
                                          ----------------------
                                       Name  Robert Mauriello
                                             -------------------
                                       Title Principal
                                             -------------------


                                       100 North Tryon Street, 17th Floor
                                       NC1-007-17-15
                                       Charlotte, NC  28255
                                       Attention:  Mr. Robert Mauriello
                                       Telephone:  (704) 386-9134
                                       Telecopier: (704) 388-0960



                                      S-3

<PAGE>

                                       WELLS FARGO BANK, NATIONAL ASSOCIATION


                                       By /s/ Daniel A. Toll
                                         -------------------
                                       Name  Daniel A. Toll
                                             ---------------
                                       Title Vice President
                                             ---------------

                                       230 West Monroe Street, Suite 2900
                                       Chicago, Illinois  60606
                                       Attention:   Mr. Daniel A. Toll
                                       Telephone:   (312) 762-9013
                                       Telecopier:  (312) 795-9388


                                       S-4

<PAGE>

                                       WACHOVIA BANK, N.A.


                                       By /s/ Christa P. Holland
                                          ----------------------
                                       Name  Christa P. Holland
                                             -------------------
                                       Title Vice President
                                             -------------------


                                       191 Peachtree Street, N.E.
                                       Atlanta, Georgia 30303
                                       Attention:    Ms. Christa Holland
                                       Telephone:   (404) 332-4168
                                       Telecopier:  (404) 332-4058



                                       S-5