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                                                                   EXHIBIT 10.23
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                            364-DAY 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

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                                TABLE OF CONTENTS

SECTION                                 DESCRIPTION                         PAGE

SECTION 1.            THE CREDIT FACILITIES .................................. 1

       Section 1.1.   Revolving Credit Commitments ........................... 1
       Section 1.2.   Applicable Interest Rates .............................. 1
       Section 1.3.   Minimum Borrowing Amounts; Maximum Eurodollar Loans .... 3
       Section 1.4.   Manner of Borrowing Loans and Designating Applicable
                        Interest Rates ....................................... 3
       Section 1.5.   Interest Periods ....................................... 5
       Section 1.6.   Maturity of Loans ...................................... 6
       Section 1.7.   Prepayments ............................................ 6
       Section 1.8.   Default Rate ........................................... 7
       Section 1.9.   The Notes .............................................. 7
       Section 1.10.  Funding Indemnity ...................................... 7
       Section 1.11.  Commitment Terminations ................................ 8
       Section 1.12.  Substitution of Lenders ................................ 8

SECTION 2.            FEES ................................................... 9

       Section 2.1.   Fees ................................................... 9

SECTION 3.            PLACE AND APPLICATION OF PAYMENTS ...................... 9

       Section 3.1.   Place and Application of Payments ...................... 9

SECTION 4.            DEFINITIONS; INTERPRETATION ............................11

       Section 4.1.   Definitions ............................................11
       Section 4.2.   Interpretation .........................................21
       Section 4.3.   Change in Accounting Principles ........................21

SECTION 5.            REPRESENTATIONS AND WARRANTIES .........................22

       Section 5.1.   Organization and Qualification .........................22
       Section 5.2.   Subsidiaries ...........................................22
       Section 5.3.   Authority and Validity of Obligations ..................23
       Section 5.4.   Use of Proceeds; Margin Stock ..........................23
       Section 5.5.   Financial Reports ......................................23
       Section 5.6.   No Material Adverse Change .............................23
       Section 5.7.   Full Disclosure ........................................24
       Section 5.8.   Good Title .............................................24
       Section 5.9.   Litigation and Other Controversies .....................24
       Section 5.10.  Taxes ..................................................24
       Section 5.11.  Approvals ..............................................24
       Section 5.12.  Affiliate Transactions .................................24

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       Section 5.13.  Investment Company; Public Utility Holding Company .....25
       Section 5.14.  ERISA ..................................................25
       Section 5.15.  Compliance with Laws ...................................25
       Section 5.16.  Other Agreements .......................................25
       Section 5.17.  No Default .............................................25

SECTION 6.            CONDITIONS PRECEDENT ...................................26

       Section 6.1.   All Credit Events ......................................26
       Section 6.2.   Initial Credit Event ...................................26

SECTION 7.            COVENANTS ..............................................27

       Section 7.1.   Maintenance of Business ................................27
       Section 7.2.   Maintenance of Properties ..............................28
       Section 7.3.   Taxes and Assessments ..................................28
       Section 7.4.   Insurance ..............................................28
       Section 7.5.   Financial Reports ......................................29
       Section 7.6.   Inspection .............................................30
       Section 7.7.   Interest Coverage Ratio ................................30
       Section 7.8.   Tangible Net Worth .....................................30
       Section 7.9.   Leverage Ratio .........................................31
       Section 7.10.  Distributions ..........................................31
       Section 7.11.  Indebtedness ...........................................31
       Section 7.12.  Liens ..................................................31
       Section 7.13.  Investments, Acquisitions, Loans, Advances and
                        Guaranties ...........................................32
       Section 7.14.  Use of Proceeds ........................................33
       Section 7.15.  Mergers, Consolidations and Sales ......................33
       Section 7.16.  Maintenance of Subsidiaries ............................34
       Section 7.17.  ERISA ..................................................34
       Section 7.18.  Compliance with Laws ...................................34
       Section 7.19.  Burdensome Contracts With Affiliates ...................34
       Section 7.20.  No Changes in Fiscal Year ..............................34
       Section 7.21.  Amendments to Articles and Operating Agreement .........35

SECTION 8.            EVENTS OF DEFAULT AND REMEDIES .........................35

       Section 8.1.   Events of Default ......................................35
       Section 8.2.   Non-Bankruptcy Defaults ................................37
       Section 8.3.   Bankruptcy Defaults ....................................37
       Section 8.4.   Notice of Default ......................................37
       Section 8.5.   Expenses ...............................................37

SECTION 9.            CHANGE IN CIRCUMSTANCES ................................37

       Section 9.1.   Change of Law ..........................................37
       Section 9.2.   Unavailability of Deposits or Inability to Ascertain,
                        or Inadequacy of, LIBOR ..............................38

                                      -ii-


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       Section 9.3.   Increased Cost and Reduced Return ......................38
       Section 9.4.   Lending Offices ........................................40
       Section 9.5.   Discretion of Lender as to Manner of Funding ...........40

SECTION 10.           THE ADMINISTRATIVE AGENT ...............................40

       Section 10.1.  Appointment and Authorization of Administrative Agent ..40
       Section 10.2.  Administrative Agent and its Affiliates ................40
       Section 10.3.  Action by Administrative Agent .........................41
       Section 10.4.  Consultation with Experts ..............................41
       Section 10.5.  Liability of Administrative Agent; Credit Decision .....41
       Section 10.6.  Indemnity ..............................................42
       Section 10.7.  Resignation of Administrative Agent and Successor
                        Administrative Agent .................................42
       Section 10.9.  Designation of Additional Agents .......................43

SECTION 11.           MISCELLANEOUS ..........................................43

       Section 11.1.  Withholding Taxes ......................................43
       Section 11.2.  No Waiver, Cumulative Remedies .........................44
       Section 11.3.  Non-Business Days ......................................45
       Section 11.4.  Documentary Taxes ......................................45
       Section 11.5.  Survival of Representations ............................45
       Section 11.6.  Survival of Indemnities ................................45
       Section 11.7.  Sharing ................................................45
       Section 11.8.  Notices ................................................45
       Section 11.9.  Counterparts ...........................................46
       Section 11.10. Successors and Assigns .................................46
       Section 11.11. Participants ...........................................46
       Section 11.12. Assignments ............................................47
       Section 11.13. Amendments .............................................48
       Section 11.14. Headings ...............................................48
       Section 11.15. Costs and Expenses; Indemnification ....................48
       Section 11.16. Entire Agreement .......................................49
       Section 11.17. Governing Law ..........................................49
       Section 11.18. Severability of Provisions .............................49
       Section 11.19. Construction ...........................................49
       Section 11.20. Lender's Obligations Several ...........................50
       Section 11.21. Submission to Jurisdiction; Waiver of Jury Trial .......50


                                      -iii-


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EXHIBIT A       --    Notice of Borrowing
EXHIBIT B       --    Notice of Continuation/Conversion
EXHIBIT C       --    Revolving Note
EXHIBIT D       --    Compliance Certificate
EXHIBIT E       --    Assignment and Acceptance
SCHEDULE 1      --    Commitments
SCHEDULE 5.2    --    Subsidiaries



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                            364-DAY CREDIT AGREEMENT

     This 364-Day 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 aggregate principal amount of Revolving
Loans 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 1.4(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. 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

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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 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

                                      -2-

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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).

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

     Section 1.3. 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 1.4. 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 1.3'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

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Exhibit A (Notice of Borrowing) or Exhibit B (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 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 1.4(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 1.4(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 1.7(a). If the Borrower
fails to give notice pursuant to Section 1.4(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 1.4(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 1.7(a), such Borrowing shall
automatically be converted into a Borrowing of Base Rate Loans.

     (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.

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     (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 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 1.10 hereof so that the Borrower will have no liability under such
Section with respect to such payment.

     Section 1.5. Interest Periods. As provided in Section 1.4(a) hereof, at the
time of each request to advance, continue or create by conversion a Borrowing of
Eurodollar 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) and (b) in the case of a Eurodollar Loan, 1, 2, 3 or 6 months
thereafter; provided, however, that:

          (a) any Interest Period for a Borrowing of Revolving 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 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

                                      -5-

<PAGE>

     the following calendar month, the last day of such Interest Period shall be
     the immediately preceding Business Day; and

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

     Section 1.7. Prepayments. (a) The Borrower shall have the right of
prepaying without premium or penalty (except as set forth in Section 1.10 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 1.3 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 1.11 hereof, prepay the Revolving Loans by the
amount, if any, necessary to reduce the aggregate principal amount of Revolving
Loans 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 1.7 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 1.7 shall be made by the payment of the principal
amount to be prepaid and, in the case of any Eurodollar Loans, accrued interest
thereon to the date of prepayment together with any amounts due the Lenders
under Section 1.10 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 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 1.8. Default Rate. Notwithstanding anything to the contrary
contained in Section 1.2 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

                                      -6-

<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 1.9. 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 C 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) 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, 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 1.10. 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 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 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 to convert a Base Rate Loan into a Eurodollar Loan, on the date
     specified in a notice given pursuant to Section 1.4(a) hereof,

          (c) any failure by the Borrower to make any payment of principal on
     any Eurodollar Loan when due (whether by acceleration or otherwise), or

          (d) any acceleration of the maturity of a Eurodollar Loan as a result
     of the occurrence of any Event of Default hereunder,

                                      -7-

<PAGE>

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 1.11. 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 aggregate principal amount of
Revolving Loans then outstanding. 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 1.11 may
not be reinstated.

     Section 1.12. 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 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 (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 1.10 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.

                                      -8-

<PAGE>

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 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) Utilization Fee. For every day during which (x) the sum of (i) the
aggregate principal amount of all Loans outstanding hereunder, (ii) the
aggregate principal amount of all outstanding Swing Loans under (and as defined
in) the Three Year Credit Agreement, (iii) the L/C Obligations (and as defined
in) the Three Year Credit Agreement, and (iv) the aggregate principal amount of
Revolving Loans outstanding under the Three Year Credit Agreement exceeds (y)
50% of the sum of the Commitments hereunder and the Commitments under and as
defined in the Three Year 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 amount described in the foregoing clause
(x)(i), a utilization fee (the "Utilization Fee") on the amount described in
clause (x)(i) 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 Three Year 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.

     (c) 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.

     (d) Fee Calculations. All fees payable under Section 2.1(a) and (b) 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 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 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

                                      -9-

<PAGE>

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 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 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;

          (c) third, to the payment of principal on the Notes and Hedging
     Liability, the aggregate amount paid to 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;

          (d) fourth, to the payment of all other unpaid Obligations and all
     other indebtedness, obligations, and liabilities of the Borrower and its
     Subsidiaries to be allocated pro rata in accordance with the aggregate
     unpaid amounts owing to each holder thereof; and

          (e) fifth, 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:

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

                                      -10-

<PAGE>

     "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 1.2(b) hereof.

     "Administrative Agent" means Harris Trust and Savings Bank and any
successor pursuant to Section 10.7 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 364-Day Credit Agreement, as the same may be
amended, modified, restated or supplemented from time to time pursuant to the
terms hereof.

     "Applicable Margin" means, with respect to Loans and the facility 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
         LEVERAGE RATIO FOR        BASE RATE LOANS       EURODOLLAR LOANS     APPLICABLE MARGIN FOR
LEVEL    SUCH PRICING DATE           SHALL BE:              SHALL BE:         FACILITY FEE SHALL BE:

<S>                             <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 1.0            0%                   0.625%                   0.125%
       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>

                                      -11-

<PAGE>

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.

     "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 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 1.2(a) hereof.

     "Base Rate Loan" means a Loan bearing interest at a rate specified in
Section 1.2(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 1.4(a) hereof.

                                      -12-

<PAGE>

     "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;

          (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.

     "Commitments" means the Revolving Credit Commitments.

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

                                      -13-

<PAGE>

     "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 the Revolving Credit.

     "Credit Event" means the advancing of any Loan or the continuation of or
conversion into a Eurodollar Loan.

     "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 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 1.2(b) hereof.

                                      -14-

<PAGE>

     "Eurodollar Reserve Percentage" is defined in Section 1.2(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.

     "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 1.2(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 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.

                                      -15-

<PAGE>

     "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 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 1.5 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.

     "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 1.2(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, 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 and each other instrument
or document to be delivered hereunder or thereunder or otherwise in connection
therewith.

                                      -16-

<PAGE>

     "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.

     "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.

     "Obligations" means all obligations of the Borrower to pay principal and
interest on the Loans, 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.

     "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.

                                      -17-

<PAGE>

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

          (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.

                                      -18-

<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.

     "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 of the aggregate principal amount of all
Revolving Loans.

     "Revolving Credit" means the credit facility for making Revolving Loans
described in Section 1.1 hereof.

     "Revolving Credit Commitment" means, as to any Lender, the obligation of
such Lender to make Revolving Loans hereunder in an aggregate principal 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 $70,000,000 on the date
hereof.

     "Revolving Credit Termination Date" means September 26, 2003, or such
earlier date on which the Revolving Credit Commitments are terminated in whole
pursuant to Section 1.11, 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 1.9 hereof.

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

                                      -19-

<PAGE>

     "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.

     "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.

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

     "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.

     "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.

                                      -20-

<PAGE>

     "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.

     "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 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.

                                      -21-

<PAGE>

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 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. 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

                                      -22-

<PAGE>

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 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

                                      -23-

<PAGE>

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 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

                                      -24-

<PAGE>

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.

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), 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;
                                      -25-

<PAGE>

          (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) the Administrative Agent shall have received the notice required
     by Section 1.4 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 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;

          (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;

                                      -26-

<PAGE>

          (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 Three Year Credit Agreement.

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

                                      -27-

<PAGE>

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 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

                                      -28-

<PAGE>

     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 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

                                      -29-

<PAGE>

     (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 D 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.

     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.

                                      -30-

<PAGE>

     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;

          (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

                                      -31-

<PAGE>

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;

          (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.

                                      -32-

<PAGE>

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;

          (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.

                                      -33-

<PAGE>

     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 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

                                      -34-

<PAGE>

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 (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 Loan or conversion of a Loan into a Base Rate Loan under the
     circumstances described in Section 1.4(c) hereof shall not, in and of
     itself, constitute a default in the payment when due of the principal
     amount of a Loan, 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 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 Three Year 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

                                      -35-

<PAGE>

     $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 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

                                      -36-

<PAGE>

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); and (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. 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.

     Section 8.4. 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 8.5. 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 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.

                                      -37-

<PAGE>

     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, or its
     obligation to make Eurodollar Loans, 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 or any other amounts due under this
     Agreement or any other Loan Document in respect of its Eurodollar Loans or
     its obligation to make Eurodollar Loans (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, or its obligation to make
     Eurodollar Loans;

                                      -38-

<PAGE>

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, 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 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.

                                      -39-

<PAGE>

     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 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 clearly requires, 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

                                      -40-

<PAGE>

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; (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

                                      -41-

<PAGE>

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 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
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(c).

     Section 10.8. 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,"

                                      -42-

<PAGE>

"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 such withholding 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
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

                                      -43-

<PAGE>

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 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

                                      -44-

<PAGE>

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 1.10, 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 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 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 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.

     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.

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<PAGE>

     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 Loans made 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 1.10 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) 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 and outstanding

                                      -46-

<PAGE>

Loans, the assigning Lender shall retain at least $10,000,000 in unused
Commitments and outstanding Loans, (ii) the assignee Lender shall have
Commitments and outstanding Loans 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 E 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 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 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 fee payable hereunder
     without the consent of the Lender to which such payment is owing or which
     has committed to make such Loan 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, change the definitions of Revolving Credit Termination Date or
     Required Lenders, change the

                                      -47-

<PAGE>

     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 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, 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 1.4(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

                                      -48-

<PAGE>

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.

     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

                                      -49-

<PAGE>

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]

                                      -50-

<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 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 P. Holland
                                         Telephone:  (404) 332-4168
                                         Telecopier: (404) 332-4058





                                      S-5