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                                                                   Exhibit 10.28

                                                                  CONFORMED COPY

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



                            HEWITT PROPERTIES III LLC



                                   $40,000,000




              6.89 % Secured Credit Tenant Notes due April 27, 2014



                               -------------------

                             NOTE PURCHASE AGREEMENT

                               -------------------




                            Dated as of July 31, 1998




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                                TABLE OF CONTENTS


1.   AUTHORIZATION OF NOTES; SECURITY.........................................1

2.   SALE AND PURCHASE OF NOTES...............................................1

3.   CLOSING..................................................................2

4.   CONDITIONS TO CLOSING....................................................2

   4.1.    Representations and Warranties.....................................2

   4.2.    Performance; No Default............................................2

   4.3.    Compliance Certificates............................................3

   4.4.    Opinions of Counsel................................................3

   4.5.    Purchase Permitted By Applicable Law, etc..........................3

   4.6.    Sale of Other Notes................................................3

   4.7.    Payment of Special Counsel Fees....................................3

   4.8.    Private Placement Number...........................................4

   4.9.    Changes in Organizational Structure................................4

   4.10.   Operative Agreements...............................................4

   4.11.   Filing and Recording...............................................4

   4.12.   Title Insurance Policy.............................................4

   4.13.   Environmental Reliance Letter......................................5

   4.14.   Proceedings and Documents..........................................5

5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE TENANT.............5

   5.1.    Organization; Power and Authority..................................5

   5.2.    Authorization, etc.................................................5

   5.3.    Disclosure.........................................................6

   5.4.    No Company Subsidiaries; Organization and Ownership of Shares
           of Subsidiaries; Affiliates........................................6

                                       -i-

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   5.5.    Financial Statements...............................................7

   5.6.    Compliance with Laws, Other Instruments, etc.......................7

   5.7.    Governmental Authorizations, etc...................................8

   5.8.    Litigation; Observance of Agreements, Statutes and Orders..........8

   5.9.    Taxes..............................................................8

   5.10.   Title to Property; Leases..........................................9

   5.11.   Licenses, Permits, etc.............................................9

   5.12.   Compliance with ERISA..............................................9

   5.13.   Private Offering by the Company...................................10

   5.14.   Use of Proceeds; Margin Regulations...............................11

   5.15.   Existing Indebtedness; Future Liens...............................11

   5.16.   Foreign Assets Control Regulations, etc...........................11

   5.17.   Status under Certain Statutes.....................................11

   5.18.   Environmental Matters.............................................12

   5.19.   Security Documents................................................12

   5.20.   Assignments.......................................................12

6.   REPRESENTATIONS OF THE PURCHASER........................................12

   6.1.    Purchase for Investment...........................................12

   6.2.    Source of Funds...................................................13

7.   INFORMATION AS TO COMPANY AND TENANT....................................14

   7.1.    Financial and Business Information................................14

   7.2.    Officer's Certificate.............................................16

   7.3.    Inspection........................................................17

8.   PREPAYMENT OF THE NOTES.................................................18

   8.1.    Required Prepayments..............................................18

                                      -ii-

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   8.2.    [Reserved]........................................................19

   8.3.    Optional Prepayments with Make-Whole Amount.......................19

   8.4.    Allocation of Partial Prepayments.................................19

   8.5.    Maturity; Surrender, etc..........................................19

   8.6.    Purchase of Notes.................................................20

   8.7.    Make-Whole Amount.................................................20

9.   AFFIRMATIVE COVENANTS...................................................21

   9.1.    Compliance with Law...............................................21

   9.2.    Insurance.........................................................21

   9.3.    Maintenance of Properties.........................................22

   9.4.    Payment of Taxes and Claims.......................................22

   9.5.    Existence, etc....................................................22

   9.6.    Nature of Business................................................22

   9.7.    Compliance with Terms of Operative Agreements.....................23

10.  NEGATIVE COVENANTS......................................................23

   10.1.   Transactions with Affiliates......................................23

   10.2.   Merger, Consolidation, etc........................................23

   10.3.   Consolidated Net Capital..........................................24

   10.4.   Funded Indebtedness...............................................24

   10.5.   Current Indebtedness..............................................25

   10.6.   Indebtedness of Restricted Subsidiaries...........................25

   10.7.   Liens.............................................................25

   10.8.   Lease Amendments..................................................26

   10.9.   Sale of Assets....................................................26

   10.10.  Restricted Subsidiary Stock.......................................27

                                     -iii-

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   10.11.  Distributions.....................................................28

   10.12.  Amendments to Articles of Organization and Operating Agreement....28

   10.13.  Change in Business................................................28

   10.14.  Permitted Investments.............................................28

11.  EVENTS OF DEFAULT.......................................................28

12.  REMEDIES ON DEFAULT, ETC................................................31

   12.1.   Acceleration......................................................31

   12.2.   Other Remedies....................................................31

   12.3.   Rescission........................................................32

   12.4.   No Waivers or Election of Remedies, Expenses, etc.................32

13.  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES...........................32

   13.1.   Registration of Notes.............................................32

   13.2.   Transfer and Exchange of Notes....................................33

   13.3.   Replacement of Notes..............................................33

14.  PAYMENTS ON NOTES.......................................................34

   14.1.   Place of Payment..................................................34

   14.2.   Home Office Payment...............................................34

15.  EXPENSES, ETC...........................................................34

   15.1.   Transaction Expenses..............................................34

   15.2.   Survival..........................................................35

16.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT............35

17.  AMENDMENT AND WAIVER....................................................35

   17.1.   Requirements......................................................35

   17.2.   Solicitation of Holders of Notes..................................36

   17.3.   Binding Effect, etc...............................................36

                                      -iv-

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   17.4.   Notes held by Company or the Tenant, etc..........................36

18.  NOTICES.................................................................37

19.  REPRODUCTION OF DOCUMENTS...............................................37

20.  CONFIDENTIAL INFORMATION................................................37

21.  SUBSTITUTION OF PURCHASER...............................................38

22.  MISCELLANEOUS...........................................................39

   22.1.   Successors and Assigns............................................39

   22.2.   Payments Due on Non-Business Days.................................39

   22.3.   Severability......................................................39

   22.4.   Construction......................................................39

   22.5.   Counterparts......................................................39

   22.6.   Governing Law.....................................................40


SCHEDULE A       --  INFORMATION RELATING TO PURCHASERS

SCHEDULE B       --  DEFINED TERMS

SCHEDULE C       --  EXISTING INVESTMENTS

SCHEDULE 4.9     --  Changes in Corporate Structure

SCHEDULE 5.3     --  Disclosure Materials

SCHEDULE 5.4     --  Subsidiaries of the Tenant and Ownership of Subsidiary
                     Stock

SCHEDULE 5.5     --  Financial Statements

SCHEDULE 5.8     --  Certain Litigation

SCHEDULE 5.11    --  Patents, etc.

SCHEDULE 5.14    --  Use of Proceeds

SCHEDULE 5.15    --  Existing Indebtedness

                                      -v-

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SCHEDULE 8.1     --  Required Prepayments

SCHEDULE 10.7    --  Liens

EXHIBIT 1        --  Form of Secured Credit Tenant Note due April 27, 2014

EXHIBIT 4.4(a)   --  Form of Legal Opinion of Counsel For the Company

EXHIBIT 4.4(b)   --  Form of Legal Opinion of Special Counsel For the
                     Purchasers



                                      -vi-

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                            HEWITT PROPERTIES III LLC
                                100 Half Day Road
                          Lincolnshire, Illinois 60069

              6.89 % Secured Credit Tenant Notes due April 27, 2014

                                                            as of April 22, 1999

TO EACH OF THE PURCHASERS LISTED IN
    THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

               HEWITT PROPERTIES III LLC, a limited liability company organized
under the laws of Illinois (the "Company"), and, for purposes of Sections 4, 5,
7, 9, 10, 11 and 17 only, Hewitt Associates, LLC, a limited liability company
organized under the laws of Illinois, 100 Half Day Road, Lincolnshire, Illinois
60069 (the "Tenant") agree with you as follows:

1.       AUTHORIZATION OF NOTES; SECURITY

               The Company will authorize the issue and sale of $40,000,000
aggregate principal amount of its Secured Credit Tenant Notes due April 27, 2014
(the "Notes", such term to include any such notes issued in substitution
therefor pursuant to Section 13 of this Agreement). The funding of the Notes
will take place on April 30, 1999. The Notes issued on this date shall bear
interest at 6.89%. The Notes shall be substantially in the form set out in
Exhibit 1, with such changes therefrom, if any, as may be approved by you and
the Company. Certain capitalized terms used in this Agreement are defined in
Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise
specified, to a Schedule or an Exhibit attached to this Agreement.

               The Notes and this Agreement will be secured by and entitled to
the benefits of (a) the Mortgage, (b) the Assignment of Leases and Rents, and
(c) the Subordination Agreement, each of which will be in the form and substance
satisfactory to you and your special counsel.

               The Property, pursuant to the Lease, will be triple-net leased to
Tenant for a term at least contemporaneous with the maturity of the Notes.
Payments by Tenant under the Lease will be sufficient to cover (i) all costs
associated with the Property and (ii) all payments of principal, interest and
Make-Whole Amounts, if any, on the Notes. Tenant's Lease payments will be paid
directly to the Collateral and Paying Agent, who will, pursuant to the
Collateral Agency and Paying Agreement, make payments on the Notes to the
holders of the Notes.

2.       SALE AND PURCHASE OF NOTES.

               Subject to the terms and conditions of this Agreement, the
Company will issue and sell to you and you will purchase from the Company, at
the Closing, Notes in the principal amount specified opposite your name in
Schedule A at the purchase price of 100% of the principal amount thereof. You
are referred to herein as a "Purchaser" and, together with the other purchasers
named in Schedule A hereto, as the "Purchasers." Your obligation hereunder and
the obligations of the other Purchasers are several and not joint obligations
and you shall have no

                                      -1-

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obligation hereunder and no liability to any Person for the performance or non
performance by any other Purchaser thereunder.

3.       CLOSING.

               The sale and purchase of the Notes to be purchased by you and the
other Purchasers shall occur at the offices of Gardner, Carton & Douglas, 321 N.
Clark, Suite 3400. Chicago, Illinois 60610-4795, at a closing (the "Closing") on
April 30, 1999, or on such other Business Day thereafter on or prior to April
30, 1999, as may be agreed upon by the Company and you and the other Purchasers.
At the Closing, the Company will deliver to you the Notes to be purchased by you
in the form of a single Note (or such greater number of Notes in denominations
of at least $100,000 as you may request) dated the date of the Closing and
registered in your name (or in the name of your nominee), against delivery by
you to the Company or its order of immediately available funds in the amount of
the purchase price therefor by wire transfer of immediately available funds for
the account of the Company to account number 285-401-6 at Harris Trust and
Savings Bank, 111 W. Monroe Street, P.O. Box 755, Chicago, IL 60690-0755, ABA
#071000288. If at the Closing the Company shall fail to tender ! such Notes to
you as provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to your satisfaction, you shall, at your
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights you may have by reason of such failure or such
nonfulfillment.

4.       CONDITIONS TO CLOSING.

               Your obligation to purchase and pay for the Notes to be sold to
you at the Closing is subject to the fulfillment to your satisfaction, prior to
or at the Closing, of the following conditions:

         4.1.  Representations and Warranties.

               The representations and warranties of the Company and the Tenant
in this Agreement and in the other Operative Agreements shall be correct when
made and at the time of the Closing.

         4.2.  Performance; No Default.

               Each of the Company and the Tenant shall have performed and
complied with all agreements and conditions contained in this Agreement and the
other Operative Agreements required to be performed or complied with by it prior
to or at the Closing and after giving effect to the issue and sale of the Notes
(and the application of the proceeds thereof as contemplated by Schedule 5.14)
no Default or Event of Default shall have occurred and be continuing. None of
the Company, the Tenant or any Subsidiary shall have entered into any
transaction since the date of the Memorandum that would have been prohibited by
Sections 10.1 through 10.11 hereof had the Sections 10.1 through 10.11 applied
since such date.

                                      -2-

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         4.3.  Compliance Certificates.

               (a)    Officer's Certificate. Each of the Company and the Tenant
         shall have delivered to you an Officer's Certificate, dated the date of
         the Closing, certifying that the conditions specified in Sections 4.1,
         4.2 and 4.9 have been fulfilled.

               (b)    Secretary's Certificate. Each of the Company and the
         Tenant shall have delivered to you a certificate certifying as to the
         resolutions attached thereto and other organizational proceedings
         relating to the authorization, execution and delivery of the Operative
         Documents to which it is a party.

         4.4.  Opinions of Counsel.

               You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from C. Lawrence Connolly
III, Esq., counsel for the Company and the Tenant covering the matters set forth
in Exhibit 4.4(a) and covering such other matters incident to the transactions
contemplated hereby as you or your counsel may reasonably request (and the
Company hereby instructs its counsel to deliver such opinion to you) and (b)
from Gardner, Carton & Douglas, your special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and covering
such other matters incident to such transactions as you may reasonably request.

         4.5.  Purchase Permitted By Applicable Law, etc.

               On the date of the Closing your purchase of Notes shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions permitting limited investments by
insurance companies without restriction as to the character of the particular
investment, (ii) not violate any applicable law or regulation (including,
without limitation, Regulation G, T or X of the Board of Governors of the
Federal Reserve System) and (iii) not subject you to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or
regulation was not in effect on the date hereof. If requested by you, you shall
have received an Officer's Certificate certifying as to such matters of fact as
you may reasonably specify to enable you to determine whether such purchase is
so permitted.

         4.6.  Sale of Other Notes.

               Contemporaneously with the Closing the Company shall sell to the
other Purchasers and the other Purchasers shall purchase the Notes to be
purchased by them at the Closing as specified in Schedule A.

         4.7.  Payment of Special Counsel Fees.

               Without limiting the provisions of Section 15.1, the Company
shall have paid on or before the Closing the reasonable fees, charges and
disbursements of your special counsel referred to in Section 4.4 to the extent
reflected in a statement of such counsel rendered to the Company at least one
Business Day prior to the Closing.

                                      -3-

<PAGE>

         4.8.  Private Placement Number.

               A Private Placement number issued by Standard & Poor's CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissioners) shall have been obtained for
the Notes.

         4.9.  Changes in Organizational Structure.

               Except as specified in Schedule 4.9, neither the Company nor the
Tenant shall have changed its jurisdiction of formation or been a party to any
merger or consolidation or shall have succeeded to all or any substantial part
of the liabilities of any other entity, at any time following the date of the
most recent financial statements referred to in Schedule 5.5 or delivered
pursuant to Section 7.1(a) and (b) hereof.

         4.10. Operative Agreements.

               The Operative Agreements shall be in form and substance
satisfactory to you and your special counsel, shall have been duly executed and
delivered by the parties thereto and, if appropriate duly filed or recorded of
record and shall be in full force and effect and you shall have received true,
correct and complete copies of each of them. In connection with the Operative
Agreements, the Company shall have delivered to you such title policies,
surveys, environmental audits, UCC searches, financing statements and other
items as shall be reasonably requested by you and which shall be reasonably
satisfactory to you and your special counsel.

         4.11. Filing and Recording.

               The Security Documents (and/or financing statements or similar
notices thereof if and to the extent permitted or required by applicable law) in
form reasonably satisfactory to you and your special counsel shall have been
recorded or filed for record in such public offices as may be deemed necessary
or appropriate by you or your special counsel in order to perfect the Liens and
security interests granted or conveyed thereby.

         4.12. Title Insurance Policy.

               Prior to the Closing Date, the Company shall have obtained from a
title insurance company of national standing and reasonably satisfactory to you
and your special counsel (the "Title Company") a policy of mortgage title
insurance in the standard ALTA form mortgage title insurance policy (Loan Policy
- 1992 Form (with the creditors' rights exception from coverage excluded) with a
lender's comprehensive or like endorsement, an ALTA 3.1 zoning endorsement, an
usury endorsement and such other endorsements as you or your special counsel
deem reasonably necessary or appropriate) and otherwise in form and substance
reasonably satisfactory to you and your special counsel in an aggregate amount
not less than the aggregate principal amount of the Notes, covering the Property
and showing good and indefeasible fee title in the Property to be vested in the
Company subject only to (a) the Lien of the Security Documents, (b) Liens
otherwise permitted by the Security Documents and (c) such other exceptions as
shall be satisfactory to you and your special counsel and insuring the first
lien position of the Mortgage.

                                      -4-

<PAGE>

         4.13. Environmental Reliance Letter.

               You shall have received from Boelter & Yates, Inc. an agreement
in form and substance reasonably satisfactory to you and your special counsel
stating that the holders of the Notes may rely on the information contained in
the Phase 1 Environmental Site Assessment for the Property dated April 14, 1999,
a copy of which shall be delivered at Closing.

         4.14. Proceedings and Documents.

               All authorizations and other proceedings in connection with the
transactions contemplated by this Agreement, the Notes and the Operative
Agreements and all documents and instruments incident to such transactions shall
be satisfactory to you and your special counsel, and you and your special
counsel shall have received all such counterpart originals or certified or other
copies of such documents as you or they may reasonably request.

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE TENANT.

               Each of the Company and the Tenant severally represent and
warrant to you that:

         5.1.  Organization; Power and Authority.

               Each of the Company and the Tenant is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Illinois, and is duly qualified as a foreign limited liability company
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Each of the Company
and the Tenant has the requisite power and authority to own or hold under lease
the properties it purports to own or hold under lease, to transact the business
it transacts and proposes to transact, to execute and deliver this Agreement,
the Operative Agreements to which it is a party and, in the case of the Company,
the Notes, and to perform the provisions hereof and thereof.

         5.2.  Authorization, etc.

               (a)    This Agreement, the Operative Agreements to which it is a
         party and the Notes have been duly authorized by all necessary action
         on the part of the Company as required by the Operating Agreement and
         the Company's articles of organization, and this Agreement and the
         Operative Agreements to which the Company is a party constitute, and
         upon execution and delivery thereof each Note will constitute, a legal,
         valid and binding obligation of the Company enforceable against the
         Company in accordance with its terms, except as such enforceability may
         be limited by (i) applicable bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting the enforcement of
         creditors' rights generally and (ii) general principles of equity
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

               (b)    This Agreement and the Operative Agreements to which the
         Tenant is a party have been duly authorized by all necessary action on
         the part of the Tenant as

                                      -5-

<PAGE>

         required by the Tenant Operating Agreement and Tenant's articles of
         organization, and this Agreement and the Operative Agreements to which
         the Tenant is a party constitute a legal, valid and binding obligation
         of the Tenant enforceable against the Tenant in accordance with its
         terms, except as such enforceability may be limited by (i) applicable
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws affecting the enforcement of creditors' rights generally and (ii)
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law).

         5.3.  Disclosure.

               The Company, through its agent, NationsBanc Montgomery
Securities, LLC, has delivered to you and each other Purchaser a copy of a
Private Placement Memorandum, dated March, 1999 (the "Memorandum"), relating to
the transactions contemplated hereby. The Memorandum fairly describes, in all
material respects, the general nature of the business and principal properties
of the Company, the Tenant and the Tenant's Subsidiaries. Except as disclosed in
Schedule 5.3, this Agreement, the Memorandum, the documents, certificates or
other writings delivered to you by or on behalf of the Company in connection
with the transactions contemplated hereby and the financial statements listed in
Schedule 5.5, taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they
were made. Except as disclosed in the Memorandum or as expressly described in
Schedule 5.3, or in one of the documents, certificates or other writings
identified therein, or in the financial statements listed in Schedule 5.5, since
December 31, 1998 there has been no change in the financial condition,
operations, business, properties or prospects of the Company, the Tenant or any
Subsidiary thereof except changes that individually or in the aggregate could
not reasonably be expected to have a Material Adverse Effect. There is no fact
known to the Company or the Tenant that could reasonably be expected to have a
Material Adverse Effect that has not been set forth herein or in the Memorandum
or in the other documents, certificates and other writings delivered to you by
or on behalf of the Company or the Tenant specifically for use in connection
with the transactions contemplated hereby.

         5.4.  No Company Subsidiaries; Organization and Ownership of Shares
               of Subsidiaries; Affiliates

               (a)    The Company has no Subsidiaries. Schedule 5.4 contains
         (except as noted therein) complete and correct lists (i) of the
         Company's Affiliates and (ii) the Company's Manager and senior
         officers.

               (b)    Schedule 5.4 contains (except as noted therein) complete
         and correct lists (i) of the Tenant's Subsidiaries, showing, as to each
         such Subsidiary, the correct name thereof, the jurisdiction of its
         organization, and the percentage of shares of each class of its capital
         stock or similar equity interests outstanding owned by the Tenant and
         each other Subsidiary, (ii) of the Tenant's Affiliates, other than
         Subsidiaries, and (iii) of the Tenant's Manager and senior officers.

               (c)    All of the outstanding shares of capital stock or similar
         equity interests of each Subsidiary shown in Schedule 5.4 as being
         owned by the Tenant and its

                                      -6-

<PAGE>

         Subsidiaries have been validly issued, are fully paid and nonassessable
         and are owned by the Tenant or another Subsidiary free and clear of any
         Lien (except as otherwise disclosed in Schedule 5.4).

               (d)    Each Subsidiary identified in Schedule 5.4 is a
         corporation, limited liability company or other legal entity duly
         organized, validly existing and in good standing under the laws of its
         jurisdiction of organization, and is duly qualified as a foreign
         corporation or other legal entity and is in good standing in each
         jurisdiction in which such qualification is required by law, other than
         those jurisdictions as to which the failure to be so qualified or in
         good standing could not, individually or in the aggregate, reasonably
         be expected to have a Material Adverse Effect. Each such Subsidiary has
         the corporate or other power and authority to own or hold under lease
         the properties it purports to own or hold under lease and to transact
         the business it transacts and proposes to transact.

               (e)    No Subsidiary is a party to, or otherwise subject to any
         legal restriction or any agreement (other than this Agreement, the
         agreements listed on Schedule 5.4 and customary limitations imposed by
         corporate law statutes) restricting the ability to such Subsidiary to
         pay dividends out of profits or make any other similar distributions of
         profits to the Tenant or any of its Subsidiaries that owns outstanding
         shares of capital stock or similar equity interests of such Subsidiary.

         5.5.  Financial Statements.

               The Company and the Tenant have delivered to each Purchaser
copies of the consolidated financial statements of the Tenant and the
Subsidiaries and the financial statements of the Company listed on Schedule 5.5.
All of said financial statements (including in each case the related schedules
and notes) fairly present in all material respects the financial position of the
Company, the Tenant and the Subsidiaries as of the respective dates specified in
such Schedule and the results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in any
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments).

         5.6.  Compliance with Laws, Other Instruments, etc.

               The execution, delivery and performance .by the Company and the
Tenant of this Agreement, the Operative Agreements to which the Company or the
Tenant is a party and, in the j case of the Company, the Notes will not (i)
contravene, result in any breach of, or constitute a default under, or result in
the creation of any Lien (other than the Liens contemplated by the Operative
Agreements) in respect of any property of the Company, the Tenant or any
Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, operating agreement, articles of organization,
corporate charter or by-laws, or any other agreement or instrument to which the
Company, the Tenant or any Subsidiary is bound or by which the Company, the
Tenant or any Subsidiary or any of their respective properties may be bound or
affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental

                                      -7-

<PAGE>

Authority applicable to the Company, the Tenant or any Subsidiary or (iii)
violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company, the Tenant or any Subsidiary.
The Company is not in default or in violation of any Material term or provision
of its Operating Agreement. The Tenant is not in default or in violation of any
Material term or provision of the Tenant Operating Agreement.

         5.7.  Governmental Authorizations, etc.

               No consent, approval or authorization of, or registration, filing
or declaration with, any Governmental Authority is required in connection with
the execution, delivery or performance by the Company or the Tenant of this
Agreement, the Operative Agreements to which the Company or the Tenant is a
party or, in the case of the Company, the Notes, other than customary filings
and/or recordings of certain of the Security Documents.

         5.8.  Litigation; Observance of Agreements, Statutes and Orders.

               (a)    Except as disclosed in Schedule 5.8 there are no actions,
         suits or proceedings pending or, to the knowledge of the Company or the
         Tenant, threatened against or affecting the Company, the Tenant or any
         Subsidiary or any property of the Company, the Tenant or any Subsidiary
         in any court or before any arbitrator of any kind or before or by any
         Governmental Authority that, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

               (b)    None of the Company, the Tenant or any Subsidiary is in
         default under any term of any agreement or instrument to which it is a
         party or by which it is bound, or any order, judgment, decree or ruling
         of any court, arbitrator or Governmental Authority or is in violation
         of any applicable law, ordinance, rule or regulation (including without
         limitation Environmental Laws) of any Governmental Authority, which
         default or violation, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

         5.9.  Taxes.

               The Company, the Tenant and the Subsidiaries have filed all Tax
Returns that are required to have been filed in any jurisdiction and sent all
Tax Returns to any party as required under applicable law or regulation, and
have paid all Taxes shown to be due and payable on such returns and all other
Taxes to the extent such Taxes have become due and payable and before they have
become delinquent, except for any Taxes (i) the amount of which is not
individually or in the aggregate Material or (ii) the amount, applicability or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company, the Tenant or a Subsidiary,
as the case may be, has established adequate reserves in accordance with GAAP.
Neither the Company nor the Tenant knows of any basis for any Tax that could
reasonably be expected to have a Material Adverse Effect. The charges, accruals
and reserves on the books of the Company, the Tenant and the Subsidiaries in
respect of Taxes for all fiscal periods are adequate. Each of the Company and
the Tenant is properly treated as a partnership for, and is not taxable as, a
corporation for Federal income tax purposes.

                                      -8-

<PAGE>

         5.10. Title to Property; Leases.

               The Company, the Tenant and the Subsidiaries have good and
sufficient title to their respective properties that individually or in the
aggregate are Material, including all such properties reflected in the most
recent audited balance sheet referred to in Section 5.5 or purported to have
been acquired by the Company, the Tenant or any Subsidiary after said date
(except as sold or otherwise disposed of in the ordinary course of business), in
each case free and clear of Liens prohibited by this Agreement or the other
Operative Agreements. The Lease and all leases that individually or in the
aggregate are Material are valid and subsisting and are in full force and effect
in all material respects.

         5.11. Licenses, Permits, etc.

               Except as disclosed in Schedule 5.11,

               (a)    the Company, the Tenant and the Subsidiaries own or
         possess all licenses, permits, franchises, authorizations, patents,
         copyrights, service marks, trademarks and trade names, or rights
         thereto, that individually or in the aggregate are Material, without
         known conflict with the rights of others;

               (b)    to the best knowledge of the Company and the Tenant, no
         product of the Company or the Tenant infringes in any material respect
         any license, permit, franchise, authorization, patent, copyright,
         service mark, trademark, trade name or other right owned by any other
         Person; and

               (c)    to the best knowledge of the Company and the Tenant, there
         is no Material violation by any Person of any right of the Company, the
         Tenant or any of its Subsidiaries with respect to any patent,
         copyright, service mark, trademark, trade name or other right owned or
         used by the Company, the Tenant or any of its Subsidiaries.

         5.12. Compliance with ERISA.

               (a)    The Company, the Tenant and each ERISA Affiliate have
         operated and administered each Plan in compliance with all applicable
         laws except for such instances of noncompliance as have not resulted in
         and could not reasonably be expected to result in a Material Adverse
         Effect. None of the Company, the Tenant or any ERISA Affiliate has
         incurred any liability pursuant to Title I or IV of ERISA or the
         penalty or excise tax provisions of the Code relating to employee
         benefit plans (as defined in Section 3 of ERISA), and no event,
         transaction or condition has occurred or exists that could reasonably
         be expected to result in the incurrence of any such liability by the
         Company, the Tenant or any ERISA Affiliate, or in the imposition of any
         Lien on any of the rights, properties or assets of the Company, the
         Tenant or any ERISA Affiliate, in either case pursuant to Title I or IV
         of ERISA or to such penalty or excise tax provisions or to Section
         401(a)(29) or 412 of the Code, other than such liabilities or Liens as
         would not be individually or in the aggregate Material.

               (b)    The present value of the aggregate benefit liabilities
         under each of the Plans (other than Multiemployer Plans), determined as
         of the end of such Plan's most

                                      -9-

<PAGE>

         recently ended plan year on the basis of the actuarial assumptions
         specified for funding purposes in such Plan's most recent actuarial
         valuation report, did not exceed the aggregate current value of the
         assets of such Plan allocable to such benefit liabilities by more than
         $500,000 in the case of any single Plan and by more than $500,000 in
         the aggregate for all Plans. The term "benefit liabilities" has the
         meaning specified in section 4001 of ERISA and the terms "current
         value" and "present value" have the meaning specified in section 3 of
         ERISA.

               (c)    The Company, the Tenant and the ERISA Affiliates have not
         incurred withdrawal liabilities (and are not subject to contingent
         withdrawal liabilities) under section 4201 or 4204 of ERISA in respect
         of Multiemployer Plans that individually or in the aggregate are
         Material.

               (d)    The accumulated postretirement benefit obligation
         (determined as of September 30, 1998 in accordance with Financial
         Accounting Standards Board Statement No. 106, without regard to
         liabilities attributable to continuation coverage mandated by section
         4980B of the Code) of the Company, the Tenant and the Subsidiaries does
         not exceed $5,000,000.

               (e)    The execution and delivery of this Agreement and the
         Operative Agreements and the issuance and sale of the Notes will not
         involve any transaction that is subject to the prohibitions of section
         406 of ERISA or in connection with which a tax could be imposed
         pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation
         by the Company and the Tenant in the first sentence of this Section
         5.12(e) is made in reliance upon and subject to the accuracy of your
         representation in Section 6.2 as to the sources of the funds used to
         pay the purchase price of the Notes to be purchased by you.

               (f)    All Foreign Pension Plans have been established, operated,
         administered and maintained in compliance with all laws, regulations
         and orders applicable thereto except for such failures to comply that,
         in the aggregate for all such failures, could not reasonably be
         expected to have a Material Adverse Effect. All premiums, contributions
         and any other amounts required by applicable Foreign Pension Plan
         documents or applicable laws have been paid or accrued as required,
         except for premiums, contributions and amounts that, in the aggregate
         for all such obligations, could not reasonably be expected to have a
         Material Adverse Effect.

         5.13. Private Offering by the Company.

               Neither the Company nor anyone acting on its behalf has offered
the Notes or any similar securities for sale to, or solicited any offer to buy
any of the same from, or otherwise approached or negotiated in respect thereof
with more than 26 Institutional Investors (excluding the Purchasers), each of
which has been offered the Notes at a private sale for investment. Neither the
Company nor anyone acting on its behalf has taken, or will take, any action that
would subject the issuance or sale of the Notes to the registration requirements
of Section 5 of the Securities Act.

                                      -10-

<PAGE>

         5.14. Use of Proceeds; Margin Regulations.

               The Company will apply the proceeds of the sale of the Notes as
set forth in Schedule 5.14. No part of the proceeds from the sale of the Notes
hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation G of the Board of
Governors of the Federal Reserve System (12 CFR 207), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Company in a violation of Regulation X of said Board (12 CFR 224) or
to involve any broker or dealer in a violation of Regulation T of said Board (12
CFR 220). The Company, as of the date of Closing, owns no margin stock and the
Company does not have any present intention that margin stock will constitute
more than 5% of the value of the consolidated assets of the Company. As used in
this Section, the terms "margin stock" and "purpose of buying or carrying" shall
have the meanings assigned to them in said Regulation G.

         5.15. Existing Indebtedness; Future Liens.

               (a)    Except as described therein, Schedule 5.15 sets forth a
         complete and correct list of all outstanding Indebtedness of the
         Company, the Tenant and the Subsidiaries as of the date of Closing.
         None of the Company, the Tenant or any Subsidiary is in default and no
         waiver of default is currently in effect, in the payment of any
         principal or interest on any Indebtedness of the Company, the Tenant or
         such Subsidiary and no event or condition exists with respect to any
         Indebtedness of the Company, the Tenant or any Subsidiary that would
         permit (or that with notice or the lapse of time, or both, would
         permit) one or more Persons to cause such Indebtedness to become due
         and payable before its stated maturity or before its regularly
         scheduled dates of payment.

               (b)    Except as disclosed in Schedule 5.15, none of the Company,
         the Tenant or any Subsidiary has agreed or consented . to -cause or
         .permit in the. future (upon the happening of a contingency or
         otherwise) any of its property, whether now owned or' hereafter
         acquired, to be subject to a Lien not permitted by Section 10.7.

         5.16. Foreign Assets Control Regulations, etc.

               Neither the sale of the Notes by the Company hereunder nor its
use of the proceeds thereof will cause the Company to violate the Trading with
the Enemy Act, as amended, or any of the foreign assets control regulations of
the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating thereto.

         5.17. Status under Certain Statutes.

               None of the Company, the Tenant or any Subsidiary is subject to
regulation under the Investment Company Act of 1940 (except with respect to
certain investment advisory services performed by the Tenant), as amended, the
Public Utility Holding Company Act of 1935, as amended, the Interstate Commerce
Act, as amended, or the Federal Power Act, as amended.

                                      -11-

<PAGE>

         5.18. Environmental Matters.

               None of the Company, the Tenant or any Subsidiary has
knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against the Company, the Tenant
or any of the Subsidiaries or any of their respective real C properties now or
formerly owned, leased or operated by any of them or other assets, alleging any
damage to the environment or violation of any Environmental Laws, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect. Except as otherwise disclosed to you in the environmental report
referred to in Section 4.13 hereof:

               (a)    None of the Company, the Tenant or any Subsidiary has
         knowledge of any facts which would give rise to any claim, public or
         private, of violation of Environmental Laws or damage to the
         environment emanating from, occurring on or in any way related to real
         properties now or formerly owned, leased or operated by any of them or
         to other assets or their use, except, in each case, such as could not
         reasonably be expected to result in a Material Adverse Effect;

               (b)    None of the Company, the Tenant or any of the Subsidiaries
         has stored any Hazardous Materials on real properties now or formerly
         owned, leased or operated by any of them and has not disposed of any
         Hazardous Materials in a manner contrary to any Environmental Laws in
         each case in any manner that could reasonably be expected to result in
         a Material Adverse Effect; and

         5.19. Security Documents.

               The Mortgage is effective to grant to the Collateral and Paying
Agent, as agent on behalf of the Purchasers, a legal, valid and enforceable
first mortgage Lien on the Property. Upon recording with and payment of
recording fees to the Lake County Recorder of Deeds, the Collateral and Paying
Agent, as agent, for the Purchasers, will have a fully perfected first priority
Lien on the Property subject only to Liens permitted under Section 10.7 of this
Agreement.

         5.20. Assignments.

               The Assignment of Leases and Rents is effective to assign to the
Collateral and Paying Agent, on behalf of the holders of the Notes, the rights
of the Company and the payments due to the Company under the Lease. Upon
recording with and payment of recording fees to the Lake County Recorder of
Deeds, there will be a fully perfected first position assignment of leases and
rents.

6.       REPRESENTATIONS OF THE PURCHASER.

         6.1.  Purchase for Investment.

               You represent that you are purchasing the Notes for your own
account or for one or more separate accounts maintained by you or for the
account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of your or their property
shall at all times be within your or their control. You understand that the
Notes have not been registered under the Securities Act and may be resold only
if registered pursuant to

                                      -12-

<PAGE>

the provisions of the Securities Act or if an exemption from registration is
available, except under circumstances where neither such registration nor such
an exemption is required by law, and that the Company is not required to
register the Notes.

         6.2.  Source of Funds.

               You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be used by
you. to pay the purchase price of the Notes to be purchased by you hereunder:

               (a)    if you are an insurance company, the Source does not
         include assets allocated to any separate account maintained by you in
         which any employee benefit plan (or its related trust) has any
         interest, other than a separate account that is maintained solely in
         connection with your fixed contractual obligations under which the
         amounts payable, or credited, to such plan and to any participant or
         beneficiary of such plan (including any annuitant) are not affected in
         any manner by the investment performance of the separate account;

               (b)    the Source is either (i) an insurance company pooled
         separate account, within the meaning of Prohibited Transaction
         Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank
         collective investment fund, within the meaning of the PTE 91-38 (issued
         July 12, 1991) and, except as you have disclosed to the Company in
         writing pursuant to this paragraph (b), no employee benefit plan or
         group of plans maintained by the same employer or employee organization
         beneficially owns more than 10% of all assets allocated to such pooled
         separate account or collective investment fund;

               (c)    the Source constitutes assets of an "investment fund"
         (within the meaning of Part V of the QPAM Exemption) managed by a
         "qualified professional asset manager" or "QPAM" (within the meaning of
         Part V of the QPAM Exemption), no employee benefit plan's assets that
         are included in such investment fund, when combined with the assets of
         all other employee benefit plans established or maintained by the same
         employer or by an affiliate (within the meaning of Section V(c)(1) of
         the QPAM Exemption) of such employer or by the same employee
         organization and managed by such QPAM, exceed 20% of the total client
         assets managed by such QPAM, the conditions of Part I(c) and (g) of the
         QPAM Exemption are satisfied, neither the QPAM nor a person controlling
         or controlled by the QPAM (applying the definition of "control" in
         Section V(e) of the QPAM Exemption) owns a 5% or more interest in the
         Company and (j) the identity of such QPAM and (ji) the names of all
         employee benefit plans whose assets are included in such investment
         fund have been disclosed to the Company in writing pursuant to this
         paragraph (c);

               (d)    the Source is a governmental plan;

               (e)    DUE TO THE NATURE OF THE COMPANY'S AND THE TENANT'S
         BUSINESS, PURCHASERS SHOULD NOT RELY ON THIS SECTION 6.2(E) AS THE
         SOURCE. The Source is one or more employee benefit plans, or a separate
         account or trust fund comprised of one or more employee benefit

                                      -13-

<PAGE>

         plans, each of which has been identified to the Company in writing
         pursuant to this paragraph (e);

               (f)    the Source does not include assets of any employee benefit
         plan, other than a plan exempt from the coverage of ERISA; or

               (g)    if you are an insurance company and the Source includes
         assets of your general account, the acquisition of the Notes by the
         Purchaser is exempt under PTE 95-60 (issued July 12, 1995).

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan", "party in interest" and "separate account" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

7.       INFORMATION AS TO COMPANY AND TENANT.

         7.1.  Financial and Business Information

               The Company or the Tenant shall deliver to each holder of Notes
that is an Institutional Investor:

               (a)    Quarterly Statements -- within 60 days after the end of
         each quarterly fiscal period in each fiscal year of the Tenant (other
         than the last quarterly fiscal period of each such fiscal year),
         duplicate copies of,

                      (i)    a consolidated balance sheet of the Tenant and its
               Subsidiaries as at the end of such quarter, and

                      (ii)   consolidated statements of income, expenses, cash
               flows and, if prepared by the Tenant in connection with its
               quarterly financial statements, statements of changes in capital
               of the Tenant and its Subsidiaries, for such quarter and (in the
               case of the second and third quarters) for the portion of the
               fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP applicable to quarterly financial statements generally, and
certified by a Senior Financial Officer as fairly presenting, in all material
respects, the financial position of the companies being reported on and their
results of operations and cash flows, subject to changes resulting from year-end
adjustments;

               (b)    Annual Statements of the Tenant -- within 90 days after
         the end of each fiscal year of the Tenant, duplicate copies of,

                      (i)     a consolidated balance sheet of the Tenant and its
               Subsidiaries, as at the end of such year, and

                                      -14-

<PAGE>

                      (ii)   consolidated statements of income, expenses, cash
               flows and, if prepared by the Tenant in connection with its
               annual audited financial statements, statements of changes in
               capital of the Tenant and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied

               (c)    by an opinion thereon` of independent- certified public
         accountants of recognized national standing, which opinion shall state
         that such financial statements present fairly, in all material
         respects, the financial position of the companies being reported upon
         and their results of operations and cash flows and have been prepared
         in conformity with GAAP, and that the examination of such accountants
         in connection with such financial statements has been made in
         accordance with generally accepted auditing standards, and that such
         audit provides a reasonable basis for such opinion in the
         circumstances, and

               (d)    a certificate of such accountants stating that they have
         reviewed this Agreement and stating further whether, in making their
         audit, they have become aware of any condition or event that then
         constitutes a Default or an Event of Default, and, if they are aware
         that any such condition or event then exists, specifying the nature and
         period of the existence thereof (it being understood that such
         accountants shall not be liable, directly or indirectly, for any
         failure to obtain knowledge of any Default or Event of Default unless
         such accountants should have obtained knowledge thereof in making an
         audit in accordance with generally accepted auditing standards or did
         not make such an audit),

               (e)    SEC and Other Reports-- if applicable, promptly upon their
         becoming available, one copy of any of the following which are publicly
         available: (i) each financial statement, report, notice or proxy
         statement sent by the Company, the Tenant or any Subsidiary to public
         securities holders generally, and (ii) each regular or periodic report
         (other than reports arising from the Tenant's investment advisory and
         transfer agency services), each registration statement (without
         exhibits except as expressly requested by such holder), and each
         prospectus and all amendments thereto filed by the Company, the Tenant
         or any Subsidiary with the Securities and Exchange Commission and of
         all press releases and other statements made available generally by the
         Company, the Tenant or any Subsidiary to the public concerning
         developments that are Material;

               (f)    Notice of Default or Event of Default -- promptly, and in
         any event within five days after a Responsible Officer becoming aware
         of the existence of any Default or Event of Default or that any Person
         has given any notice or taken any action with respect to a claimed
         default hereunder or that any Person has given any notice or taken any
         action with respect to a claimed default of the type referred to in
         Section 11(f), a written notice specifying the nature and period of
         existence thereof and what action the Company or the Tenant is taking
         or proposes to take with respect thereto;

               (g)    ERISA Matters -- .promptly, and in any event within five
         days after a Responsible Officer becoming aware of any of the
         following, a written notice setting

                                      -15-

<PAGE>

         forth the nature thereof and the action, if any, that the Company, the
         Tenant or an ERISA Affiliate proposes to take with respect thereto:

                      (i)    with respect to any Plan, any reportable event, as
               defined in section 4043(b) of ERISA and the regulations
               thereunder, for which notice thereof has not been waived pursuant
               to such regulations as in effect on-the date hereof; or

                      (ii)   the taking by the PBGC of steps to institute, or
               the threatening by the PBGC of the institution of, proceedings
               under section 4042 of ERISA for the termination of, or the
               appointment of a trustee to administer, any Plan, or the receipt
               by the [Company, the Tenant or any ERISA Affiliate] of a notice
               from a Multiemployer Plan that such action has been taken by the
               PBGC with respect to such Multiemployer Plan; or

                      (iii)  any event, transaction or condition that could
               result in the incurrence of any liability by the Company, Tenant
               or any ERISA Affiliate pursuant to Title I or IV of ERISA or the
               penalty or excise tax provisions of the Code relating to Plans,
               or in the imposition of any Lien on any of the rights, properties
               or assets of the Company, the Tenant or any ERISA Affiliate
               pursuant to Title I or IV of ERISA or such penalty or excise tax
               provisions, if such liability or Lien, taken together with any
               other such liabilities or Liens then existing, could reasonably
               be expected to have a Material Adverse Effect;

               (h)    Notices from Governmental Authority -- promptly, and in
         any event within 30 days of receipt thereof, copies of any notice to
         the Company, the Tenant or any Subsidiary from any Federal or state
         Governmental Authority relating to any order, ruling, statute or, other
         law or regulation that could reasonably be expected to have a Material
         Adverse Effect;

               (i)    Restricted Subsidiary Status -- promptly, and in any event
         within ten days of the occurrence thereof, the designation of an
         Unrestricted Subsidiary of Tenant as a Restricted Subsidiary of Tenant;

               (j)    [Reserved]

               (k)    Requested Information -- with reasonable promptness, such
         other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Company, the
         Tenant or any of the Subsidiaries or relating to the ability of the
         Company or the Tenant to perform its respective obligations hereunder,
         under the Operative Agreements to which each is a party, and, in the
         case of the Company only, under the Notes as from time to time may be
         reasonably requested by any such holder of Notes.

         7.2.  Officer's Certificate.

               Each set of financial statements delivered to a holder of Notes
pursuant to Section 7.1 (a) or Section 7.1 (b) hereof shall be accompanied by a
certificate of a Senior Financial Officer of each of the Company and the Tenant,
as applicable, setting forth:

                                      -16-

<PAGE>

               (a)    Covenant Compliance -- the information (including detailed
         calculations) required in order to establish whether the Tenant or the
         Company, as applicable, was in compliance with the requirements of
         Section 10.2 through Section 10.11 hereof, inclusive, during the
         quarterly or annual period covered by the statements then being
         furnished (including with respect to each such Section, where
         applicable, the calculations I of the maximum or minimum amount, ratio
         or percentage, as the case may be, permissible under the terms of such
         Sections, and the calculation of the amount, ratio or percentage then
         in existence); and

               (b)    Event of Default -- a statement that each such officer has
         reviewed the relevant terms hereof and has made, or caused to be made,
         under his or her supervision, a review of the transactions and
         conditions of the Company, the Tenant and the Subsidiaries from the
         beginning of the quarterly or annual period covered by the statements
         then being furnished to the date of the certificate and that such
         review shall not have disclosed the existence during such period of any
         condition or event that constitutes a Default or an Event of Default
         or, if any such condition or event existed or exists (including,
         without limitation, any such event or condition resulting from the
         failure of the Company, the Tenant or any Subsidiary to comply with any
         Environmental Law), specifying the nature and period of existence
         thereof and what action the Company r or the Tenant shall have taken or
         proposes to take with respect thereto.

         7.3.  Inspection.

               The Company and the Tenant shall permit the representatives of
each holder of Notes that is an Institutional Investor: a

               (a)    No Default -- if no Default or Event of Default then
         exists, at the expense of such holder and upon reasonable prior notice
         to the Company or the Tenant, as applicable, to visit the respective
         principal executive office of the Company or the j Tenant, to discuss
         the affairs, finances and accounts of the Company, the Tenant and the
         Subsidiaries with the respective officers of the Company and the
         Tenant, and (with the j consent of the Company and the Tenant, which
         consent will not be unreasonably withheld) their respective independent
         public accountants, and (with the consent of the Company and the
         Tenant, which consent will not be unreasonably withheld) to visit the r
         other offices and properties of the Company, the Tenant and each
         Subsidiary, all at such ! reasonable times and as often as may be
         reasonably requested in writing; and

               (b)   Default -- if a Default or Event of Default then exists,
         at the expense of the Company or the Tenant, as applicable, to visit
         and inspect any of the offices or properties of the Company, the Tenant
         or any Subsidiary, to examine all their respective books of account,
         records, reports and other papers, to make copies and extracts
         therefrom, and to discuss their respective affairs, finances and
         accounts with their respective officers and independent public
         accountants (and by this provision the Company and the Tenant authorize
         said accountants to discuss the affairs, finances and accounts of the
         Company, the Tenant and Subsidiaries), all at such times and as often
         as may be requested.

                                      -17-

<PAGE>

8.       PREPAYMENT OF THE NOTES

         8.1.  Required Prepayments.

               (a)   On the twenty-seventh (27th) day of each month, commencing
         April 27, 1999 and continuing through and including May 27, 2014, the
         Company will prepay principal on the Notes as set forth on Schedule 8.1
         attached hereto (together with accrued and unpaid interest thereon in
         accordance with Schedule 8.1 and the Notes) and without payment of the
         Make-Whole Amount or any premium, provided that upon any partial
         prepayment of the Notes pursuant to Section 8.1(b), Section 8.1(c),
         Section 8.1(d), Section 8.1(e) or Section 8.3 or purchase of the Notes
         permitted by Section 8.6 the amount of each required prepayment of the
         Notes becoming due under this Section 8.1(a) on and after the date of
         such prepayment or purchase shall be recalculated and reduced based on
         the aggregate unpaid principal amount of Notes outstanding, the stated
         interest rate and the then existing remaining life to maturity and a
         new Schedule 8.1 shall be attached hereto.

               (b)    Upon the Tenant's exercise of the Option (as defined in
         the Lease) to purchase the Property, the Company shall, upon notice as
         provided below, prepay the entire principal amount of the Notes
         outstanding together with accrued interest thereon to the date of
         prepayment and any Make-Whole Amount.

               (c)    Upon the occurrence of the condemnation, taking by
         exercise of the power of eminent domain, or a deed in lieu of the
         foregoing (a "Taking"), of the entire amount of the Property, the
         Company shall, upon notice as provided below, prepay the entire
         principal amount of the Notes, together with interest accrued thereon
         to the date of prepayment, without payment of the Make-Whole Amount.

               (d)    Upon the occurrence of a Taking of less than the entire
         Property but more than 15% of the floor area of the Improvements (as
         defined in the Lease), or more than 50% of the Land (as defined in the
         Lease), the Company shall, upon notice as provided below, prepay the
         principal amount of the Notes, together with accrued interest thereon
         to the date of prepayment, in an amount equal to the total award for
         such partial Taking without payment of the Make-Whole Amount. Subject
         to the terms of the Lease, the remaining scheduled principal and
         interest payments shall be reduced on a pro rata basis for the
         remaining term of the Notes. Notwithstanding the foregoing, in the
         event the Tenant has satisfied the conditions of paragraph 17B of the
         Lease and has the right to terminate the balance of the Lease, Company
         shall, upon notice provided below, prepay the entire principal amount
         of the Notes, together with interest accrued thereon to the date of
         prepayment without payment of the Make-Whole Amount.

               (e)    Upon the occurrence of a Taking other than as described in
         subsection (c) or (d) above, the Company shall, upon notice as provided
         below, prepay the principal amount of the Notes, together with accrued
         interest thereon to the date of prepayment, in an amount equal the
         total award for such partial Taking, without payment of the Make-Whole
         Amount.

                                      -18-

<PAGE>

               The Company will give each holder of Notes written notice of each
prepayment under this Section 8.1 not less than 30 days and not more than 60
days prior to the date fixed for such payment. Each such notice shall specify
such date the aggregate principal amount of the Notes to be prepaid on such
date, and the principal amount of each Note held by such holder to be prepaid
(determined in accordance with Section 8.4).

         8.2.  [Reserved].

         8.3.  Optional Prepayments with Make-Whole Amount.

               The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part of, the Notes, in an
amount not less than $5,000,000 or integral multiples of $100,000 in excess
thereof (or such lesser amount as shall then be outstanding) in the case of a
partial prepayment, at 100% of the principal amount so prepaid, plus interest on
such principal amount accrued to the prepayment date and the Make-Whole Amount
determined for the prepayment date with respect to such principal amount. The
Company will give each holder of Notes written notice of each optional
prepayment under this Section 8.3 not less than 30 days and not more than 60
days prior to the date fixed for such prepayment. Each such notice shall specify
such date, the aggregate principal amount of the Notes to be prepaid on such
date, the principal amount of each Note held by such holder to be prepaid
(determined in accordance with Section 8.4), and the interest to be paid on the
prepayment date with respect to such principal amount being prepaid, and shall
be accompanied by a certificate of a Senior Financial Officer as to the
estimated Make-Whole Amount due in connection with such prepayment (calculated
as if the date of such notice were the date of the prepayment), setting forth
the details of such computation. Two Business Days prior to such prepayment, the
Company shall deliver to each holder of Notes a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the
specified prepayment date.

         8.4.  Allocation of Partial Prepayments.

               In the case of each partial prepayment of the Notes, the
principal amount of the Notes to be prepaid shall be allocated among all of the
Notes at the time outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof not theretofore called for
prepayment.

         8.5.  Maturity; Surrender, etc.

               In the case of each prepayment of Notes pursuant to this Section
8, the principal amount of each Note to be prepaid shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and Make
Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the
Company and canceled and shall not be reissued, arid no Note shall be issued in
lieu of any prepaid principal amount of any Note.

                                      -19-

<PAGE>

         8.6.  Purchase of Notes.

               The Company will not and will not permit any Affiliate (including
but not limited to the Tenant) to purchase, redeem, prepay or otherwise acquire,
directly or indirectly, any of the outstanding Notes except upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the
Notes. The Company will promptly cancel all Notes acquired by it or any
Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to
any provision of this Agreement and no Notes may be issued in substitution or
exchange for any such Notes.

         8.7.  Make-Whole Amount.

               The term "Make-Whole Amount" means, with respect to any Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:

               "Called Principal" means, with respect to any Note, the principal
of such Note that is to be prepaid pursuant to Section 8.1(b), 8.2 or 8.3 or has
become or is declared to be immediately due and payable pursuant to Section
12.1, as the context requires.

               "Discounted Value" means, with respect to the Called Principal of
any Note, the amount obtained by discounting all Remaining Scheduled Payments
with respect to such Called Principal from their respective scheduled due dates
to the Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the
Reinvestment Yield with respect to such Called Principal.

               "Reinvestment Yield" means, with respect to the Called Principal
of any Note, 0.50% over the yield to maturity implied by (i) the yields
reported, as of 10:00 A.M. (New York City time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as Page "USD" of the Bloomberg Financial Markets Service (or
such other display as may replace Page "USD" of the Bloomberg Financial Markets
Service) for actively traded U.S. Treasury securities having a maturity equal to
the Remaining Average Life of such Called Principal as of such Settlement Date,
or (ii) if such yields are not reported as of such time or the yields reported
as of such time are not ascertainable, the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so reported
as of the second Business Day preceding the Settlement Date with respect to such
Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. Such implied yield will be determined, if
necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent
yields in accordance with accepted financial practice and (b) interpolating
linearly between (1) the actively traded U.S. Treasury security with the
duration closest to and greater than the Remaining Average Life and (2) the
actively traded U.S. Treasury security with the duration closest to and less
than the Remaining Average Life.

                                      -20-

<PAGE>

               "Remaining Average Life" means, with respect to any Called
Principal, the number of years (calculated to the nearest one-twelfth year)
obtained by dividing (i) such Called Principal into (ii) the sum of the products
obtained by multiplying (a) the principal component of each Remaining Scheduled
Payment with respect to such Called Principal by (b) the number of years
(calculated to the nearest one-twelfth year) that will elapse between the
Settlement Date with respect to such Called Principal and the scheduled due date
of such Remaining Scheduled Payment.

               "Remaining Scheduled Payments" means, with respect to the Called
Principal of any Note, all payments of such Called Principal and interest
thereon that would be due after the Settlement Date with respect to such Called
Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Notes, then the
amount of the next succeeding scheduled interest payment will be reduced by the
amount of interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to Section 8.1 (b) or 8.3 or 12.1.

               "Settlement Date" means, with respect to the Called Principal of
any Note, the date on which such Called Principal is to be prepaid pursuant to
Section 8.1 (b) or 8.3 or has become or is declared to be immediately due and
payable pursuant to Section 12.1, as the context requires.

9.       AFFIRMATIVE COVENANTS.

               Each of the Company and the Tenant covenants that so long as any
of the Notes are outstanding:

         9.1.  Compliance with Law.

               The Company and the Tenant will, and the Tenant will cause each
of its Subsidiaries to, comply with all laws, ordinances or governmental rules
or regulations to which each of them is subject, including, without limitation,
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary, to ensure
that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         9.2.  Insurance.

               Subject to the requirements of the other Operative Agreements,
the Company and the Tenant will, and the Tenant will cause each of its
Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a similar business
and similarly situated.

                                      -21-

<PAGE>

         9.3.  Maintenance of Properties.

               Subject to the requirements of the other Operative Agreements,
the Company and the Tenant will, and the Tenant will cause each of its
Subsidiaries to, maintain and keep, or cause to be maintained and kept, their
respective properties in good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection therewith
may be properly conducted at all times, provided that this Section shall not
prevent the Company, the Tenant or any Subsidiary from discontinuing the
operation and the maintenance of any of its properties (other than the Property)
if such discontinuance is desirable in the conduct of its business and the
Company and the Tenant have concluded that such discontinuance could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         9.4.  Payment of Taxes and Claims.

                  The Company and the Tenant will and the Tenant will cause each
of its Subsidiaries to file all tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of the Company, the
Tenant or any Subsidiary, provided that subject to the terms of the other
Operative Agreements, none of the Company, the Tenant or any Subsidiary need pay
any such tax or assessment or claims if (i) the amount, applicability or
validity thereof is contested by the Company, the Tenant or such Subsidiary on a
timely basis in good faith and in appropriate proceedings, and the Company, the
Tenant or a Subsidiary has established adequate reserves therefor in accordance
with GAAP on the books of the Company, the Tenant or such Subsidiary or (ii) the
nonpayment of all such taxes and assessments in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

         9.5.  Existence, etc.

               Each of the Company and the Tenant will at all times preserve and
keep in full force and effect its existence as a limited liability company.
Subject to Section 10.2, the Tenant will at all times preserve and keep in full
force and effect the corporate, limited liability company or partnership
existence of each of its Subsidiaries (unless merged into the Tenant or a
Subsidiary of Tenant) and all rights and franchises of the Tenant and its
Subsidiaries unless, in the good faith judgment of the Tenant, the termination
of or failure to preserve and keep in full force and effect such existence,
right or franchise could not, individually or in the aggregate, have a Material
Adverse Effect.

         9.6.  Nature of Business.

               The Company is and shall remain a special purpose entity and
limit the conduct of its business to ownership of the Property as contemplated
hereby and by the Operative Agreements and the leasing thereof and such other
business activities as are incident or necessary thereto, but no other
activities. The Company will do or cause to be done all things necessary to

                                      -22-

<PAGE>

preserve, renew and keep in full force and effect its rights, privileges and
franchises and its existence as a limited liability company, necessary or
desirable in the normal conduct of business; provided, however, that the Company
shall not be required to preserve any right, privilege or franchise, if the
Members of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not Material.

         9.7.  Compliance with Terms of Operative Agreements.

               The Company and the Tenant shall each comply with all of the
terms, conditions, and covenants in the Operative Agreements to which the
Company or the Tenant is a party.

10.      NEGATIVE COVENANTS.

               The Company and Tenant each covenants that so long as any of the
Notes are outstanding:

         10.1. Transactions with Affiliates.

               The Company will not create or suffer to exist any Subsidiaries.
The Company and the Tenant will not, and the Tenant will not permit any
Restricted Subsidiary to, enter into directly or indirectly any transaction or
Material group of related transactions (including without limitation the
purchase, lease, sale or exchange of properties of any kind or the rendering of
any service) with any Affiliate, except in the ordinary course and pursuant to
the reasonable requirements of the Company's, the Tenant's or such Restricted
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Company, the Tenant or such Restricted Subsidiary than would be obtainable
in a comparable arm's-length transaction with a Person not an Affiliate.

         10.2. Merger, Consolidation, etc.

               The Company and the Tenant shall not, and shall not permit any
Restricted Subsidiary of Tenant to, consolidate with or merge with any other
Person or convey, transfer or lease substantially all of its assets in a single
transaction or series of transactions to any other Person, except that:

               (a)    the Tenant may consolidate with or merge with or into any
         Person (other than the Company), or convey, transfer or lease
         substantially all of the assets of the Tenant as an entirety to any
         Person (other than the Company) provided that immediately after giving
         effect thereto,

                      (i)    the Tenant is the successor Person or, if the
               Tenant is not the successor Person, the successor Person is a
               Person organized under the laws of a state of the United States
               of America or the District of Columbia and shall expressly assume
               in writing the Tenant's obligations under this Agreement and the
               Operative Agreements to which the Tenant is a party (pursuant to
               such agreements and instruments reasonably satisfactory to the
               Required Holders), and the successor Person shall furnish to the
               holders of the Notes an opinion of

                                      -23-

<PAGE>

               nationally recognized independent counsel in form and substance
               satisfactory to the Required Holders to the effect that the
               instrument of assumption has been duly authorized, executed and
               delivered and constitutes the legal, valid and binding contract
               and agreement of the successor Person enforceable in accordance
               with its terms, except as enforcement of such terms may be
               limited by bankruptcy, insolvency, reorganization, moratorium or
               similar laws affecting the enforcement of creditors' rights
               generally and by general equitable principles;

                      (ii)   immediately after giving effect to such
               transaction, there shall exist no Event of Default or Default;
               and

                      (iii)  immediately after giving effect to such
               transaction, the Tenant or such successor Person could incur at
               least $1.00 of additional Funded Indebtedness pursuant to Section
               10.4(c).

               (b)    any Restricted Subsidiary of Tenant may (i) consolidate
         with or merge into the Tenant or any Restricted Subsidiary of Tenant or
         (ii) convey, transfer or lease substantially all of its assets to the
         Tenant or to any Restricted Subsidiary of Tenant, provided in each such
         instance there shall exist no Event of Default or Default.

         10.3. Consolidated Net Capital.

               The Tenant will not at any time permit its Consolidated Net
Capital to be less than the sum of (a) $85,000,000 plus (b) the cumulative sum
of 10% (without deduction for any loss) of its Consolidated Net Income for the
six month period ending September 30, 1996 and for each fiscal year thereafter.

         10.4. Funded Indebtedness.

               The Company will not at any time create, assume, incur, guarantee
or otherwise become liable, directly or indirectly, for any Funded Indebtedness
other than the Notes. The Tenant will not, nor shall it permit any Restricted
Subsidiary of Tenant to, at any time, create, assume, incur, guarantee or
otherwise become liable, directly or indirectly, for any Funded Indebtedness
other than:

               (a)    All existing Funded Indebtedness described in Schedule
         5.15;

               (b)    Funded Indebtedness of a Restricted Subsidiary of Tenant
         owed to the Tenant or to any Wholly-Owned Restricted Subsidiary of
         Tenant;

               (c)    Funded Indebtedness if, after giving effect to the
         incurrence of such Funded Indebtedness and to the application of
         proceeds thereof, Consolidated Funded Indebtedness would not exceed 55%
         of Total Capitalization as of the end of the most recent fiscal
         quarter.

                                      -24-

<PAGE>

         10.5. Current Indebtedness.

               The Company will not have, at any time, any Current Indebtedness
outstanding other than the Notes. The Tenant will not, and will not permit any
Restricted Subsidiary of Tenant to, have, at any time, any Current Indebtedness
outstanding unless, during the twelve month period immediately preceding, there
shall have been a period of 30 consecutive days during which the sum of (a) such
outstanding Current Indebtedness (if Current Indebtedness were categorized as
Funded Indebtedness) plus (b) outstanding Funded Indebtedness could have been
incurred as Consolidated Funded Indebtedness pursuant to Section 10.4(c).

         10.6. Indebtedness of Restricted Subsidiaries.

               The Tenant shall not permit any Restricted Subsidiary of Tenant
at any time to create, assume, incur, guarantee or otherwise become liable,
directly or indirectly, for any Indebtedness, except:

               (a)    Indebtedness owed to the Tenant or to any Wholly-Owned
         Restricted Subsidiary of Tenant; and

               (b)    Subject to compliance with Section 10.4(c), Indebtedness
         which, when added to aggregate outstanding Indebtedness incurred
         pursuant to Section 10.7(j), shall not at any time exceed 25% of
         Consolidated Net Capital determined as of the end of the Tenant's most
         recently ended fiscal quarter.

         10.7. Liens.

               The Company and the Tenant will not, and the Tenant will not
permit any Restricted Subsidiary to, create, assume or incur, or suffer to be
incurred or assumed or to exist, any Lien on its or their property or assets,
whether now owned or hereafter acquired, or upon any income or profits
therefrom, or transfer any property for the purpose of subjecting the same to
the payment of obligations in priority to the payment of its or their general
creditors, or acquire or E agree to acquire, or, in the case of the Tenant,
permit any Restricted Subsidiary to acquire, any property or assets upon
conditional sales agreements or other title retention devices, except:

               (a)    Liens existing on property or assets of the Company,
         Tenant or any Restricted Subsidiary of Tenant as of the date of this
         Agreement that are described in Schedule 10.7 to this Agreement;

               (b)    Liens created by the Security Documents;

               (c)    Liens permitted under the Operative Agreements;

               (d)    Liens for taxes, assessments or governmental charges the
         payment of which is not required under Section 9.4 and with respect to
         which adequate security is being maintained in accordance with this
         Agreement and the Security Documents;

               (e)    Liens created by or resulting from any litigation or legal
         proceedings which are being contested in good faith by appropriate
         legal proceedings and adequate

                                      -25-

<PAGE>

         reserves are maintained with respect thereto in accordance with GAAP,
         unless the judgment that such Liens secure shall not have been stayed,
         bonded or discharged within 60 days;

               (f)    Liens in connection with worker's compensation, social
         security taxes or similar charges arising in the ordinary course of
         business and not incurred in connection with the borrowing of money;

               (g)    Subject to the terms of the other Operative Agreements,
         Liens securing Indebtedness owed by any Restricted Subsidiary of Tenant
         to the Tenant or by the Tenant to any Wholly-Owned Restricted
         Subsidiary or by any Restricted Subsidiary to any Wholly-Owned
         Restricted Subsidiary;

               (h)    Subject to the terms of the other Operative Agreements,
         Liens consisting of encumbrances in the nature of zoning restrictions,
         rights and restrictions on the use of real property on the date of the
         acquisition thereof, roadway dedications, easements and statutory Liens
         of landlords, which in any case do not materially detract from the
         value of such property or impair the use thereof;

               (i)    Any Lien on fixed assets of Tenant or any Restricted
         Subsidiary of Tenant to secure any rights granted with respect to such
         property in connection with the provision of all or a part of the
         purchase price created contemporaneously with, or within 90 days after,
         such acquisition, provided that, (i) any Liens incurred pursuant to
         this clause (i) shall not (x) exceed 100% of the lesser of cost or fair
         market value (as determined by the Managers of the Tenant) of the
         related property at the time of the occurrence of the transactions
         described above in this clause (i) or (y) extend to any other property
         of the Tenant or any Restricted Subsidiary other than the fixed assets
         acquired pursuant to this clause (i) and (ii) such Indebtedness could
         be incurred by Tenant or any Restricted Subsidiary of Tenant pursuant
         to Section 10.4(c); and

               (j)    Liens which secure Indebtedness of Tenant or any
         Restricted Subsidiary of Tenant and which are not permitted by (a)
         through (h) above; provided that, after giving effect to the incurrence
         of such Indebtedness and the application of proceeds thereof, (A) the
         requirements of Section 10.4(c) shall have been met and (B)
         Indebtedness incurred by Tenant or any Restricted Subsidiary of Tenant
         under this Section 10.7(j), when added to outstanding Indebtedness of
         Restricted Subsidiaries of Tenant permitted by Section 10.6(b) will not
         exceed 25% of Consolidated Net Capital determined as of the end of the
         Tenant's most recently ended fiscal quarter.

         10.8. Lease Amendments.

               Neither the Company nor the Tenant shall allow the Lease to be
amended in any respect without the written consent of the Required Holders.

         10.9. Sale of Assets.

               Except as permitted by Section 10.2, the Tenant will not, and
will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise
dispose of any assets, including the

                                      -26-

<PAGE>

disposition of the stock of any Restricted Subsidiary (except as permitted by
Section 10.10(a) and Section 10.10(b)(i) and (ii)) and including any Sale and
Lease-Back Transaction (collectively, a Disposition"), in one or a series of
transactions, other than in the ordinary course of business, to any Person,
other than the Tenant or a Wholly-Owned Restricted Subsidiary if immediately
preceding such Disposition and after giving effect to such Disposition during
any fiscal year of the Tenant the aggregate book value of all such Dispositions
during such fiscal year, would exceed 15% of Consolidated Total Assets as of the
end of the immediately preceding fiscal year; provided, however, that the Tenant
may, and may permit any Restricted Subsidiary to, sell, lease, transfer or
otherwise dispose of assets in excess of the percentage specified above:

               (a)    if the cash proceeds therefrom are (i) utilized within 180
         days after such Disposition to purchase productive assets of at least
         equivalent value or (ii) used to prepay Consolidated Funded
         Indebtedness (except Subordinated Indebtedness), including the Notes,
         on a pro rata basis, subject to the prepayment requirements and at the
         price set forth in Section 8.3 (provided, however, that any holder of
         the Notes may, at its sole discretion, decline to have its Notes so
         prepaid); or

               (b)    if the Disposition is a Sale and Leaseback Transaction in
         which the Tenant or any Restricted Subsidiary sells property and leases
         the same property within 180 days of such sale; provided that, (i) the
         cash proceeds therefrom are utilized within 180 days after such
         Disposition to purchase productive assets of equivalent value and (ii)
         after giving effect to such Sale and Leaseback Transaction, no Default
         or Event of Default shall have occurred.

         10.10. Restricted Subsidiary Stock.

               (a)    The Tenant will not permit any Restricted Subsidiary to
         issue shares of its capital stock to any Person other than (i) the
         Tenant, (ii) any Wholly-Owned Restricted Subsidiary, (iii) management
         or employees of the Tenant or any Wholly-Owned Restricted Subsidiary or
         any Foreign Restricted Subsidiary or (iv) in connection with the
         issuance of director's qualifying shares with respect to Foreign
         Restricted Subsidiaries; provided, however, that (A) after giving
         effect to such stock issuance pursuant to the foregoing clause (iii),
         no Default or Event of Default shall have occurred and (B) the Managers
         of the Tenant shall have determined that such stock issuance is in the
         best interest of the Tenant.

               (b)    The Tenant will not sell, transfer or otherwise dispose of
         any capital stock or other equity or partnership interest (the
         "Interests") in any Restricted Subsidiary to any Person other than to
         (i) any Wholly-Owned Restricted Subsidiary, (ii) management or
         employees of the Tenant or any Wholly-Owned Restricted Subsidiary or
         any Foreign Restricted Subsidiary or (iii) in connection with the
         issuance of director's qualifying shares with respect to Foreign
         Restricted Subsidiaries; provided, however, that (A) after giving
         effect to such disposition pursuant to the foregoing clause (ii), no
         Default or Event of Default shall have occurred and (B) the Managers of
         the Tenant shall have determined that such disposition is in the best
         interest of the Tenant, and provided further, that the Tenant may sell,
         transfer or otherwise dispose of Interests other than as provided in
         clauses (i) and (ii) of this paragraph (b) if (A) the Interests are
         valued at book value

                                      -27-

<PAGE>

         determined as the date of such disposition, and such disposition is
         permitted by Section 10.9; (B) all Interests held by the Tenant in any
         Restricted Subsidiary shall be transferred in connection with such
         disposition; (C) following such disposition, neither the Tenant nor any
         Restricted Subsidiary shall own any Interests in such former Restricted
         Subsidiary or be owed any Indebtedness by such former Restricted
         Subsidiary; and (D) immediately after giving effect to such disposition
         (y) the Tenant could incur $1.00 of additional Funded Indebtedness
         pursuant to Section 10.4(c) and (z) no Default or Event of Default
         shall have occurred.

         10.11. Distributions.

               The Company and the Tenant will not, and the Tenant will not
permit any Restricted Subsidiary to, during any fiscal year, declare or pay any
distributions to any of its owners if at the time of any such distribution a
Default or Event of Default shall have occurred and be continuing hereunder or
under the other Operative Agreements or would occur as a result thereof.

         10.12. Amendments to Articles of Organization and Operating Agreement.

               The Company shall not amend or modify its articles of
organization or Operating Agreement nor shall the Tenant amend or modify its
articles of organization or the Tenant Operating Agreement, in any manner which
might materially and adversely affect the rights of any holders of the Notes (it
being agreed that amendments for the purpose of admitting additional members, or
reflecting deaths, retirements, resignations, withdrawals or removals of members
will not be deemed to have such an adverse effect and amendments permitting
members to incorporate and such corporations to become members of the Tenant
shall not be deemed to have such an adverse effect).

         10.13. Change in Business.

               None of the Company, the Tenant or any Restricted Subsidiary will
engage in any business as a result of which the general nature of the business,
taken as a whole, which would then be engaged in by the Company, the Tenant or
the Restricted Subsidiaries would be substantially changed from the general
nature of such business on the date hereof.

         10.14. Permitted Investments.

               The Company will not permit or authorize any Investments other
than Permitted Investments.

11.      EVENTS OF DEFAULT.

               An "Event of Default" shall exist if any of the following
conditions or events shall occur and be continuing:

               (a)    the Company defaults in the payment of any principal or
         Make-Whole Amount, if any, on any Note when the same becomes due and
         payable, whether at maturity or at a date fixed for prepayment or by
         declaration or otherwise;

                                      -28-

<PAGE>

               (b)    the Company defaults in the payment of any interest on any
         Note or the Company or the Tenant defaults in the payment of any other
         amount due under the Operative Agreements, in any case, for more than
         five Business Days after the same becomes due and payable;

               (c)    the Company or the Tenant defaults in the performance of
         or compliance with any term contained in Sections 10.1 through 10.12;

               (d)    the Company or the Tenant defaults in the performance of
         or compliance with any other term contained herein (other than those
         referred to in paragraphs (a), (b) and (c) of this Section 11) or any
         Operative Agreement and such default is not remedied within 30 days
         after the earlier of (i) a Responsible Officer of the Company or Tenant
         obtaining actual knowledge of such default and (ii) the Company
         receiving written notice of such default from any holder of a Note (any
         such written notice to be identified as a "notice of default" and, to
         refer specifically to this paragraph (d) of Section 1 I);

               (e)    any representation or warranty made in writing by or on
         behalf of the Company, the Tenant or by any officer of the Company or
         the Tenant in this Agreement, the Operative Agreements or in any
         writing famished in connection with the transactions contemplated
         hereby proves to have been false or incorrect in any material respect
         on the date as of which made;

               (f)    a default or event of default shall occur under any other
         Operative Agreement and such default or event of default shall remain
         incurred after the expiration of any applicable grace or cure period
         provided for therein or if no such cure period is provided for therein
         within thirty (30) days;

               (g)    the Company, the Tenant or any Subsidiary is in default
         (as principal or as guarantor or other surety) in the payment of any
         principal of or premium or make-whole amount or interest on any
         Indebtedness that is outstanding in an aggregate principal amount of at
         least $50,000 in the case of the Company, and at least $10,000,000 in
         the case of the Tenant or any Subsidiary, beyond any period of grace
         provided with respect thereto, or (ii) the Company, the Tenant or any
         Subsidiary is in default in the performance of or compliance with any
         term of any evidence of any Indebtedness in an aggregate outstanding
         principal amount of at least $50,000 in the case of the Company, and at
         least $10,000,000 in the case of the Tenant or any Subsidiary, or of
         any mortgage, indenture or other agreement relating thereto beyond any
         period of grace provided with respect to such default, or (iii) as a
         consequence of the occurrence or continuation of any event or condition
         (other than the passage of time or the right of the holder of
         Indebtedness to convert such Indebtedness into equity interests), (x)
         the Company, the Tenant or any Subsidiary has become obligated to
         purchase or repay Indebtedness before its regular maturity or before
         its regularly scheduled dates of payment in an aggregate outstanding
         principal amount of at least $50,000 in the case of the Company, and at
         least $10,000,000 in the case of the Tenant or any Subsidiary, or (y)
         one or more Persons have the right to require the Company, the Tenant
         or any Subsidiary so to purchase or repay such Indebtedness;

                                      -29-

<PAGE>

               (h)    the Company, the Tenant or any Subsidiary (i) is generally
         not paying, or admits in writing its inability to pay, its debts as
         they become due, (ii) files, or consents by answer or otherwise to the
         filing against it of, a petition for relief or reorganization or
         arrangement or any other petition in bankruptcy, for liquidation or to
         take advantage of any bankruptcy, insolvency, reorganization,
         moratorium or other similar law of any jurisdiction, (iii) makes an
         assignment for the benefit of its creditors, (iv) consents to the
         appointment of a custodian, receiver, trustee or other officer with
         similar powers with respect to it or with respect to any substantial
         part of its property, (v) is adjudicated as insolvent or to be
         liquidated, or (vi) takes corporate action for the purpose of any of
         the foregoing;

               (i)    a court or governmental authority of competent
         jurisdiction enters an order appointing, without consent by the
         Company, the Tenant or any of its Subsidiaries, a custodian, receiver,
         trustee or other officer with similar powers with respect to it or with
         respect to any substantial part of its property, or constituting an
         order for relief or approving a petition for relief or reorganization
         or any other petition in bankruptcy or for liquidation or to take
         advantage of any bankruptcy or insolvency law of any jurisdiction, or
         ordering the dissolution, winding-up or liquidation of the Company, the
         Tenant or any of the Subsidiaries, or any such petition shall be filed
         against the Company, the Tenant or any of the Subsidiaries and such
         petition shall not be dismissed within 60 days;

               (j)    a final judgment or judgments for the payment of money
         aggregating in excess of $50,000 in the case of the Company and
         $5,000,000 in the case of the Tenant or any Subsidiaries are rendered
         which judgments are not, within 30 days after entry thereof, bonded,
         discharged or stayed pending appeal, or are not discharged within 30
         days after the expiration of such stay; or

               (k)    if (i) any Plan shall fail to satisfy the minimum funding
         standards of ERISA or the Code for any plan year or part thereof or a
         waiver of such standards or extension of any amortization period is
         sought or granted under section 412 of the Code, (ii) a notice of
         intent to terminate any Plan shall have been or is reasonably expected
         to be filed with the PBGC or the PBGC shall have instituted proceedings
         under ERISA section 4042 to terminate or appoint a trustee to
         administer any Plan or the PBGC shall have notified the Company, the
         Tenant or any ERISA Affiliate that a Plan may become a subject of any
         such proceedings, (iii) the aggregate "amount of unfunded benefit
         liabilities" (within the meaning of section 4001(a)(18) of ERISA) under
         all Plans, determined in accordance with Title IV of ERISA, shall
         exceed $500,000, (iv) the Company, the Tenant or any ERISA Affiliate
         shall have incurred or is reasonably expected to incur any liability
         pursuant to Title I or IV of ERISA or the penalty or excise tax
         provisions of the Code relating to employee benefit plans, (v) the
         Company, the Tenant or any ERISA Affiliate withdraws from any
         Multiemployer Plan, or (vi) the Company, the Tenant or any Subsidiary
         establishes or amends any employee welfare benefit plan that provides
         post-employment welfare benefits in a manner that would increase the
         liability of the Company, the Tenant or any Subsidiary thereunder; and
         any such event or events described in clauses (i) through (vi) above,
         either individually or together with any other such event or events,
         could reasonably be expected to have a Material Adverse Effect.

                                      -30-

<PAGE>

As used in Section 11(k), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

12.      REMEDIES ON DEFAULT, ETC.

         12.1. Acceleration.

               (a)    If an Event of Default with respect to the Company or the
         Tenant described in paragraph (h) or (i) of Section 11 (other than an
         Event of Default described in clause (i) of paragraph (h) or described
         in clause (vi) of paragraph (h) by virtue of the fact that such clause
         encompasses clause (i) of paragraph (h)) has occurred, all the Notes
         then outstanding shall automatically become immediately due and
         payable.

               (b)    If any other Event of Default has occurred and is
         continuing, any holder or holders of more than 33% in principal amount
         of the Notes at the time outstanding may at any time at its or their
         option, by notice or notices to the Company, declare all the Notes then
         outstanding to be immediately due and payable.

               (c)    If any Event of Default described in paragraph (a) or (b)
         of Section 11 has occurred and is continuing, any holder or holders of
         Notes at the time outstanding affected by such Event of Default may at
         any time, at its or their option, by notice or notices to the Company,
         declare all the Notes held by it or them to be immediately due and
         payable.

               Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

         12.2. Other Remedies.

               If any Default or Event of Default has occurred and is
continuing, and irrespective whether any Notes have become or have been declared
immediately due and payable under Section 12.1, the holder of any Note at the
time outstanding may proceed to protect and enforce he rights of such holder by
an action at law, suit in equity or other appropriate proceeding, whether for
the specific performance of any agreement contained in this Agreement, any of
the Operative Agreements or in any Note, or for an injunction against a
violation of any of the terms hereof or thereof, or in aid of the exercise of
any power granted hereby or thereby or by law or otherwise.

                                      -31-

<PAGE>

         12.3. Rescission.

               At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 51%
in principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

         12.4. No Waivers or Election of Remedies, Expenses, etc.

               No course of dealing and no delay on the part of any holder of
any Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such holder's rights, powers or remedies. No
right, power or remedy conferred by this Agreement, any Operative Agreement or
by any Note upon any holder thereof shall be exclusive of any other-right, power
or remedy referred to herein or therein or now or hereafter available at law, in
equity, by statute or otherwise. Without limiting the obligations of the Company
under Section 15, the Company will pay to the holder of each Note on demand such
further amount as shall be sufficient to cover all costs and expenses of such
holder incurred in any enforcement or collection under this Section 12,
including, without limitation, reasonable attorneys' fees, expenses and
disbursements.

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

         13.1. Registration of Notes.

               The Company shall keep at its principal executive office a
register for the registration and registration of transfers of Notes. The name
and address of each holder of one or more Notes, each transfer thereof and the
name and address of each transferee of one or more Notes shall be registered in
such register. Prior to due presentment for registration of transfer, the Person
in whose name any Note shall be registered shall be deemed and treated as the
owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to
any holder of a Note that is an Institutional Investor promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes. The Company may direct the Collateral and Paying
Agent under the Collateral Agency and Paying Agreement to undertake the
obligation of the Company contained in this Section 13.1 or the Collateral
Agency and Paying Agreement may so provide.

                                      -32-

<PAGE>

         13.2. Transfer and Exchange of Notes.

               Upon surrender of any Note at the principal executive office of
the Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or his attorney duly authorized in writing and accompanied by the address
for notices and other Schedule A information of each transferee of such Note or
part thereof), the Company shall execute and deliver, at the Company's expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be substantially in
the form of Exhibit 1. Each such new Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Note or dated
the date of the surrendered Note if no interest shall have been paid thereon.
The Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes
shall not be transferred in denominations of less than $100,000, provided that
if necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than $100,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have made the representation set forth in
Section 6.1. The Company may direct the Collateral and Paying Agent under the
Collateral Agency and Paying Agreement to act on its behalf with respect to this
Section 13.2 other than with respect to the execution of Notes or the Collateral
Agency and Paying Agreement may so provide.

         13.3. Replacement of Notes.

               Upon receipt by the Company of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of any
Note (which evidence shall be, in the case of an Institutional Investor, notice
from such Institutional Investor of such ownership and such loss, theft,
destruction or mutilation), and

               (a)    in the case of loss, theft or destruction, of indemnity
         reasonably satisfactory to it (provided that if the holder of such Note
         is, or is a nominee for, an original Purchaser or another Institutional
         Holder, such Person's own unsecured agreement of indemnity shall be
         deemed to be satisfactory), or

               (b)    in the case of mutilation, upon surrender and cancellation
         thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon. The Company may direct the Collateral and Paying Agent under the
Collateral Agency and Paying Agreement to act on its behalf with respect to this
Section 13.3 other than with respect to the execution of Notes or the Collateral
Agency and Paying Agreement may so provide.

                                      -33-

<PAGE>

14.      PAYMENTS ON NOTES.

         14.1. Place of Payment.

               Subject to Section 14.2, and to the extent applicable, to the
Collateral Agency and Paying Agreement, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made
at the addresses of the Purchasers set forth in Schedule A hereto. The Company
may at any time, by notice to each holder of a Note, change the place of payment
of the Notes so long as such place of payment shall be either the principal
office of the Company in such jurisdiction or the principal office of a bank or
trust company in such jurisdiction.

         14.2. Home Office Payment.

               So long as you or your nominee shall be the holder of any Note,
and notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay or cause to be paid all sums becoming due on such
Note for principal, Make-Whole Amount, if any, and interest by the method and at
the address specified for such purpose below your name in Schedule A, or by such
other method or at such other address as you shall have from time to time
specified to the Company in writing for such purpose, without the presentation
or surrender of such Note or the making of any notation thereon, except that
upon written request of the Company or the Collateral and Paying Agent made
concurrently with or reasonably promptly after payment or prepayment in full of
any Note, you shall surrender such Note for cancellation, reasonably promptly
after any such request, to the Company or the Collateral and Paying Agent at its
principal executive office or at the place of payment most recently designated
by the Company or the Collateral and Paying Agent pursuant to Section 14.1.
Prior to any sale or other disposition of any Note held by you or your nominee
you will, at your election, either endorse thereon the amount of principal paid
thereon and the last date to which interest has been paid thereon or surrender
such Note to the Company or the Collateral and Paying Agent in exchange for a
new Note or Notes pursuant to Section 13.2. The Company will afford the benefits
of this Section 14.2 to any Institutional Investor that is the direct or
indirect transferee of any Note purchased by you under this Agreement and that
has made the same agreement relating to such Note as you have made in this
Section 14.2.

15.      EXPENSES, ETC.

         15.1. Transaction Expenses.

               Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable
attorneys' fees of a special counsel and, if reasonably required, local or other
counsel) incurred by you and each Other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement, the Operative Agreements or
the Notes (whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the costs and expenses incurred in enforcing
or defending (or determining whether or how to enforce or defend) any rights
under this Agreement, the Operative Agreements or the Notes or in responding to
any subpoena or other

                                      -34-

<PAGE>

legal process or informal investigative demand issued in connection with this
Agreement, the Operative Agreements or the Notes, or by reason of being a holder
of any Note, and (b) the costs and expenses, including financial advisors' fees,
incurred in connection with the insolvency or bankruptcy of the Company, the
Tenant or any Subsidiary or in connection with any work-out or restructuring of
the transactions contemplated hereby, by the Operative Agreements and by the
Notes. The Company will pay, and will save you and each other holder of a Note
harmless from, all claims in respect of any fees, costs or expenses if any, of
brokers and finders (other than those retained by you).

         15.2. Survival.

               The obligations of the Company under this Section 15 will survive
the payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement, the Operative Agreements or the Notes, and the
termination of this Agreement and/or the Operative Agreements.

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

               All representations and warranties contained herein shall survive
the execution and delivery of this Agreement, the Operative Agreements and the
Notes, the purchase or transfer by you of any Note or portion thereof or
interest therein and the payment of any Note, and may be relied upon by any
subsequent holder of a Note, regardless of any investigation made at any time by
or on behalf of you or any other holder of a Note. All statements contained in
any certificate or other instrument delivered by or on behalf of the Company or
the Tenant pursuant to this Agreement shall be deemed representations and
warranties of the Company or the Tenant under this Agreement. Subject to the
preceding sentence, this Agreement, the Operative Agreements and the Notes
embody the entire agreement and understanding between you and the Company and
the Tenant and supersede all prior agreements and understandings relating to the
subject matter hereof.

17.      AMENDMENT AND WAIVER.

         17.1. Requirements.

               This Agreement, the other Operative Agreements and the Notes may
be amended, and the observance of any term hereof or of the Notes may be waived
(either retroactively or prospectively), with (and only with) the written
consent of the Company and the Required Holders, except that (a) no amendment or
waiver of any of the provisions of Section 1. 2, 3, 4, 5, 6 or 21 hereof, or any
defined term (as it is used therein), will be effective as to you unless
consented to by you in writing, and (b) no such amendment or waiver may, without
the written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating to acceleration or
rescission, change the amount or time of any prepayment or payment of principal
of, or change the rate or change the time of payment or method of computation of
interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage
of the principal amount of the Notes the holders of which are required to
consent to

                                      -35-

<PAGE>

any such amendment or waiver, (iii) amend any of Sections 8, 11(a), 11(b), 12,
17 or 20; or (iv) alter the first priority lien status granted by the Security
Documents.

         17.2. Solicitation of Holders of Notes.

               (a)    Solicitation. The Company will provide each holder of the
         Notes (irrespective of the amount of Notes then owned by it) with
         sufficient information, sufficiently far in advance of the date a
         decision is required, to enable such holder to make an informed and
         considered decision with respect to any proposed amendment, waiver or
         consent in respect of any of the provisions hereof, of the other
         Operative Agreements or of the Notes. The Company will deliver executed
         or true and correct copies of each amendment, waiver or consent
         effected pursuant to the provisions of this Section 17 to each holder
         of outstanding Notes promptly following the date on which it is
         executed and delivered by, or receives the consent or approval of, the
         requisite holders of Notes.

               (b)    Payment. Neither the Company nor the Tenant will directly
         or indirectly pay or cause to be paid any remuneration, whether by way
         of supplemental or additional interest, fee or otherwise, or grant any
         security, to any holder of Notes as consideration for or as an
         inducement to the entering into by any holder of Notes or any waiver or
         amendment of any of the terms and provisions hereof or of the other
         Operative Agreements unless such remuneration is concurrently paid, or
         security is concurrently granted, on the same terms, ratably to each
         holder of Notes then outstanding even if such holder did not consent to
         such waiver or amendment.

         17.3. Binding Effect, etc.

               Any amendment or waiver consented to as provided in this Section
17 applies equally to all holders of Notes and is binding upon them and upon
each future holder of any Note and upon the Company and the Tenant without
regard to whether such Note has been marked to indicate such amendment or
waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the Company
or the Tenant and the holder of any Note nor any delay in exercising any rights
hereunder or under any Note shall operate as a waiver of any rights of any
holder of such Note. As used herein, the term "this Agreement" and "the
Operative Agreements" and references thereto shall mean this Agreement and the
Operative Agreements as they may from time to time be amended or supplemented.

         17.4. Notes held by Company or the Tenant, etc.

               Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement or the Notes, or have directed the taking of any action provided
herein or in the Notes to be taken upon the direction of the holders of a
specified percentage of the aggregate principal amount of Notes then

                                      -36-

<PAGE>

outstanding, Notes directly or indirectly owned by the Company, the Tenant or
any of their Affiliates shall be deemed not to be outstanding.

18.      NOTICES.

               All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                      (i)    if to you or your nominee, to you or it at the
               address specified for such communications in Schedule A, or at
               such other address as you or it shall have specified to the
               Company in writing,

                      (ii)   if to any other holder of any Note, to such holder
               at such address as such other holder shall have specified to the
               Company in writing, or

                      (iii)  if to the Company or the Tenant, to the Company at
               its respective address set forth at the beginning hereof to the
               attention of the General Counsel, or at such other address as the
               Company or the Tenant shall have specified to the holder of each
               Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19.      REPRODUCTION OF DOCUMENTS.

               This Agreement, the Operative Agreements and all documents
relating thereto, including, without limitation, (a) consents, waivers and
modifications that may hereafter be executed, (b) documents received by you at
the Closing (except the Notes themselves), and (c) financial statements,
certificates and other information previously or hereafter furnished to you, may
be reproduced by you by any photographic, photostatic, microfilm, microcard,
miniature photographic or other similar process and you may destroy any original
document so reproduced. The Company agrees and stipulates that, to the extent
permitted by applicable law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by you in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not prohibit the
Company or any other holder of Notes from contesting any such reproduction to
the same extent that it could contest the original, or from introducing evidence
to demonstrate the inaccuracy of any such reproduction.

20.      CONFIDENTIAL INFORMATION.

               For the purposes of this Section 20, "Confidential Information"
means information delivered to you by or on behalf of the Company, the Tenant or
any Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified

                                      -37-

<PAGE>

when received by you as being confidential information of the Company, the
Tenant or such Subsidiary, provided that such term does not include information
that (a) was publicly known or otherwise known to you prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission
by you or any person acting on your behalf, (c) otherwise becomes known to you
other than through disclosure by the Company, the Tenant or any Subsidiary or
(d) constitutes financial statements delivered to you under Section 7.1 that are
otherwise publicly available. For purposes of this Section 20, "Confidential
Information" shall include the Memorandum and all financial statements delivered
by the Company or the Tenant pursuant to Section 7.1(a) and (b) of this
Agreement. You will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by you in good faith to
protect confidential information of third parties delivered to you, provided
that you may deliver or disclose Confidential Information to (i) your directors,
officers, employees, agents, attorneys and affiliates (to the extent such
disclosure reasonably relates to the administration of the investment
represented by your Notes), (ii) your financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20, (iii) any other
holder of any Note, (iv) any Institutional Investor to which you sell or offer
to sell such Note or any part thereof or any participation therein (if such
Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (v) any Person
from which you offer to purchase any security of the Company or the Tenant (if
such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (vi) any federal
or state regulatory authority having jurisdiction over you, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
your investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is continuing, to
the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes, this Agreement and/or the Operative Agreements.
Each holder of a Note, by its acceptance of a Note, will be deemed to have
agreed to be bound by and to be entitled to the benefits of this Section 20 as
though it were a party to this Agreement. On reasonable request by the Company
in connection with the delivery to any holder of a Note of information required
to be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of
this Section 20.

21.      SUBSTITUTION OF PURCHASER.

               You shall have the right to substitute any one of your Affiliates
as the purchaser of the Notes that you have agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both you and such
Affiliate, shall contain such Affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this Section 21), such word shall be deemed to refer to such Affiliate in lieu
of you. In the event that such Affiliate is

                                      -38-

<PAGE>

so substituted as a purchaser hereunder and such Affiliate thereafter transfers
to you all of the Notes then held by such Affiliate, upon receipt by the Company
of notice of such transfer, wherever the word "you" is used in this Agreement
(other than in this Section 21), such word shall no longer be deemed to refer to
such Affiliate, but shall refer to you, and you shall have all the rights of an
original holder of the Notes under this Agreement.

22.      MISCELLANEOUS.

         22.1. Successors and Assigns.

               All covenants and other agreements contained in this Agreement by
or on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

         22.2. Payments Due on Non-Business Days.

               Anything in this Agreement, any Operative Agreement or the Notes
to the contrary notwithstanding, any payment of principal of or Make-Whole
Amount or interest on any Note that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day.

         22.3. Severability.

               Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

         22.4. Construction.

               Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein, so that compliance with any one covenant shall not (absent such an
express contrary provision) be deemed to excuse compliance with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

         22.5. Counterparts.

               This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

                                      -39-

<PAGE>

         22.6. Governing Law.

               This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State
of Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.

                                    * * * * *


                                      -40-

<PAGE>

               If you are in agreement with the foregoing, please sign the form
of agreement on the accompanying counterpart of this Agreement and return it to
the Company, whereupon the foregoing shall become a binding agreement between
you and the Company.

                                       Very truly yours,

                                       HEWITT PROPERTIES III LLC

                                       By:  /s/ C. Lawrence Connolly, III
                                            ------------------------------------
                                                C. Lawrence Connolly III

                                       Title:   Manager and Assistant Secretary
                                              ----------------------------------


                                       HEWITT ASSOCIATES, LLC,
                                       For purposes of Sections 4, 5, 7, 9, 10,
                                       11 and 17 only.

                                       By: /s/ John M. Ryan
                                            ------------------------------------
                                               John M. Ryan

                                       Title:   Chief Administrative Officer
                                              ----------------------------------


                                       The foregoing is hereby agreed to as of
                                       the date thereof.


AID ASSOCIATION FOR LUTHERANS

By: /s/ R. Jerry Scheel
    -----------------------------------

Name:   R. Jerry Scheel
    -----------------------------------

Title: Second Vice President-Securities
      ---------------------------------

                                      -41-

<PAGE>

NATIONWIDE MUTUAL INSURANCE COMPANY

By: /s/ Mark W. Poeppelman
    -----------------------------------

Name:   Mark W. Poeppelman
    -----------------------------------

Title:  Investment Officer
      ---------------------------------


NATIONWIDE INDEMNITY COMPANY

By: /s/ Mark W. Poeppelman
    -----------------------------------

Name:   Mark W. Poeppelman
    -----------------------------------

Title:  Investment Officer
      ---------------------------------


NATIONWIDE MUTUAL FIRE INSURANCE COMPANY

By: /s/ Mark W. Poeppelman
    -----------------------------------

Name:   Mark W. Poeppelman
    -----------------------------------

Title:  Investment Officer
      ---------------------------------


PACIFIC LIFE INSURANCE COMPANY

By: /s/ William R. Schmidt
    -----------------------------------

Name:   William R. Schmidt
    -----------------------------------

Title:  Assistant Vice President
      ---------------------------------


By: /s/ Peter S. Fiek
    -----------------------------------

Name:   Peter S. Fiek
    -----------------------------------

Title:  Assistant Secretary
      ---------------------------------


                                      -42-

<PAGE>

MINNESOTA LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------


LIFE OF MARYLAND, INC.

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------


COLUMBIAN MUTUAL LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------


NATIONAL TRAVELERS LIFE COMPANY

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------

                                      -41-

<PAGE>



FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN

By:  Advantus Capital Management, Inc.

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------


PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------


LINCOLN LIFE AND CASUALTY COMPANY

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------


COLORADO BANKERS LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------

                                      -44-

<PAGE>



FARM BUREAU GENERAL INSURANCE COMPANY OF MICHIGAN

By: Advantus Capital Management, Inc.

By: /s/ Rodney B. Hare
    -----------------------------------

Name:   Rodney B. Hare
    -----------------------------------

Title:  Vice President
      ---------------------------------



                                      -45-

<PAGE>

                                                                  EXECUTION COPY

                            HEWITT PROPERTIES III LLC


                          FIRST AMENDMENT AND WAIVER TO
                             NOTE PURCHASE AGREEMENT

                                   $40,000,000
                        6.89% Secured Credit Tenant Notes
                               due April 27, 2014

                                                        Dated as of May 31, 2002

To the Holders of the Secured Credit
       Tenant Notes of Hewitt Properties III LLC
       Named in the Attached Schedule I

Ladies and Gentlemen:

         Reference is made to the Note Purchase Agreement dated as of April 22,
1999 among Hewitt Properties III LLC, a limited liability company organized
under the laws of Illinois (the "Company"), Hewitt Associates LLC, a limited
liability company organized under the laws of Illinois (the "Tenant"), and each
of the Purchasers named in Schedule A thereto (the "Note Agreement"), pursuant
to which the Company issued $40,000,000 aggregate principal amount of 6.89%
Secured Credit Tenant Notes due April 27, 2014 (the "Notes"). You are referred
to herein individually as a "Holder" and collectively as the "Holders."
Capitalized terms used and not otherwise defined in this Amendment and Waiver
shall have the meanings described to them in the Note Agreement.

         All of the ownership interests of the Tenant are owned by Hewitt
Holdings LLC (the "Parent"). The Parent has formed Hewitt Associates, Inc., a
Delaware corporation ("Associates") and owns all of the issued and outstanding
common stock of Associates. The Parent has caused Associates to file a
registration statement for the underwritten public offering of common stock of
Associates (the "IPO"). In preparation for the IPO, the Parent proposes among
other things to (i) cause the Tenant to distribute (the "Distribution") cash in
the amount of $55,000,000 and accounts receivables in the face amount of
$152,500,000 to the Parent, which the Parent will use to fund a partial
distribution of undistributed accumulated earnings to the owners of the Parent
and (ii) transfer to Associates all of the ownership interests of the Tenant to
Associates so that the Tenant will become a wholly owned subsidiary of
Associates. The Distribution will cause the Tenant to be in violation of Section
10.3 of the Note Purchase Agreement.

         The Company and the Tenant have requested the waiver of compliance with
Section 10.3 and the modification of certain financial covenants and other
provisions of the Note Agreement. The Company and the Tenant also have requested
that the Holders consent to the modification of the term of the Lease to conform
such term with the maturity date of the Notes. The Holders are willing to grant
the amendments and waiver on the terms and condition s hereinafter set forth.

<PAGE>

         In consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
Company, the Tenant and the Holders agree as follows:

1.       AMENDMENTS TO NOTE AGREEMENT

         1.1   Amendment of Section 10.4. Section 10.4(c) of the Note Agreement
is amended to read in its entirety as follows:

                      "(c) Funded Indebtedness provided that the
         Tenant will not permit at any time the ratio of Consolidated
         Funded Indebtedness to consolidated Cash Flow for the most
         recently completed four fiscal quarters to exceed 2.25 to
         1.0."

         1.2   Amendment of Section 10.5. The text of Section 10.5 of the Note
Agreement is deleted in its entirety and replaced by the word "Reserved."

         1.3   Amendment of Section 10.7. Section 10.7(j) of the Note Agreement
is amended to read in its entirety as follows:

                      "(j) Liens which secure Indebtedness of Tenant
         or any Restricted Subsidiary of Tenant and which are not
         permitted by (a) through (i) above; provided that, after
         giving effect to the incurrence of such Indebtedness and the
         application of proceeds thereof, (A) the requirements of
         Section 10.4(c) shall have been met and (B) Indebtedness
         incurred by Tenant or any Restricted Subsidiary of Tenant
         under this Section 10.7(j), when added to outstanding
         Indebtedness of Restricted Subsidiaries of Tenant permitted
         by Section 10.6(b) will not exceed 25% of Consolidated Net
         Capital determined as of the end of the Tenant's most
         recently ended fiscal quarter."

         1.4   Amendment of Section 11. Section 11 of the Note Agreement is
amended to include the following clause (1):

                      "(1) Hewitt Holdings LLC defaults in the
         performance of or compliance with any term contained in the
         Parent Guaranty dated as of May 31, 2002 in favor of the
         holders of the Notes or such Parent Guaranty ceases to be in
         full force and effect (except as set forth therein with
         respect to the release the-eof), or is declared to be null
         and void in whole or in part by a court or other governmental
         or regulatory authority having jurisdiction or the validity
         or enforceability thereof shall be contested by any of the
         Company, the Tenant or Hewitt Holdings LLC or any of them
         renounces any of the same or denies that it has any or
         further liability thereunder."

         1.5   Amendment of Schedule B.
               -----------------------

               1.5.1  The definitions of "Total Capitalization" and "Current
         Indebtedness" are deleted from Schedule B

               1.5.2  The following terms are added to Schedule B:

                                      -2-

<PAGE>

                      "Consolidated Cash Flow" means, for any period,
         the sum of Consolidated Net Income for such period, plus, to
         the extent deducted in determining such Consolidated Net
         Income, (i) Consolidated Interest Expense, (ii) federal,
         state, local and foreign income, value added and similar
         taxes, (iii) depreciation and amortization expense, (iv)
         impairment charges relating to goodwill, (v) non-cash charges
         and (vi) foreign currency translation adjustments.

                      "Consolidated Interest Expense" means, for any
         period, the consolidated interest expense of the Tenant and
         its Restricted Subsidiaries for such period determined in
         accordance with GAAP (including imputed interest on Capital
         Lease obligations and all debt discount and expense amortized
         in such period).

               1.5.3  The definition of "Consolidated Net Capital" is amended to
         read in its entirety as follows:

                      "Consolidated Net Capital" shall mean the
         consolidated members' capital of the Tenant, as determined in
         accordance; with GAAP, less Restricted Investments in excess
         of 20% of consolidated members' capital of the Tenant;
         provided, however, that "Consolidated Net Capital" shall not
         include any capital stock of Hewitt Associates, Inc. or
         Hewitt Holdings LLC.

2.       WAIVER

         The Holders waive compliance by the Tenant with the provisions of
Section 10.3 of the Note Agreement solely as a result of the Distribution until
the earlier to occur of (i) the occurrence of a Default or Event of Default
under the Note Agreement and (ii) delivery by the Tenant of financial statements
pursuant to Section 7.1(a) or (b) of the Note Agreement, accompanied by
certificate required by Section 7.2 of the Note Agreement, demonstrating that
the Tenant is then in compliance with Section 10.3, without regard to such
waiver and that there exists no Default or Event of Default. During the period
the foregoing waiver is in effect, the Tenant will not at any time permit
Consolidated Net Capital to be less than the sum of (a) $25,000,000 plus (b) the
cumulative sum of 10% (without deduction for any loss) of its Consolidated Net
Income for the three-month period ending September 30, 2002 and for each fiscal
year thereafter. This waiver is limited to its terms and shall no: constitute a
waiver of any other term, condition, representation or covenant under the Note
Agreement or any of the other agreements, documents or instruments executed and
delivered in connection therewith.

3.       REAFFIRMATION; REPRESENTATIONS AND WARRANTIES

         3.1.  Reaffirmation of Note Agreement. Each of the Company and the
Tenant reaffirms its agreement to comply with each of the covenants, agreements
and other provisions of the Note Agreement and the Notes applicable to it,
including the additions and amendments of such provisions effected by this
Amendment and Waiver.

         3.2.  Note Agreement. Each of the Company and the Tenant severally
represent and warrant that the representations and warranties contained in the
Note Agreement are true and correct as of the date hereof, except (a) to the
extent that any of such representations and

                                      -3-

<PAGE>

warranties specifically relate to an earlier date, (b) for such changes, facts,
transactions and occurrences that are contemplated hereby or have arisen since
April 30, 1999 in the ordinary course of business, (c) for such other matters as
have been previously disclosed in writing by each of the Company and the Tenant
(including in its financial statements and notes thereto) to the Holders and (d)
for other changes that could not reasonably be expected to have a Material
Adverse Effect.

         3.3.  No Default or Event of Default. Each of the Company and the
Tenant severally represent and warrant that no Default or Event of Default has
occurred and is continuing or will occur as a result of the execution of this
Amendment and Waiver.

         3.4.  Authorization. The execution, delivery and performance by each of
the Company and the Tenant of this Amendment and Waiver have been duly
authorized by all necessary action on the part of each of the Company and the
Tenant as required by their respective Operating Agreement and Articles of
Organization and, except as provided herein, do not require any registration
with, consent or approval of, notice to or action by, any Person (including any
Governmental Authority) in order to be effective and enforceable. The Note
Agreement and this Amendment and Waiver each constitute the legal, valid and
binding obligations of each of the Company and the Tenant, enforceable in
accordance with their respective terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

4.       CONSENT TO AMENDMENT OF LEASE

         The Holders hereby consent to the amendment of the Lease to decrease
the term of such Lease to 15 years, which amendment shall be on terms reasonably
satisfactory to the Holders.

5.       EFFECTIVE DATE

         This Amendment and Waiver shall become effective as of the; date set
forth above upon the satisfaction of the following conditions:

         5.1.  Consent of Holders to Amendment and Waiver. Execution by the
holders of at least 51% of the aggregate principal amount of the Notes
outstanding and receipt by the Holders of a counterpart of this Amendment and
Waiver duly executed by the Company and the Tenant.

         5.2.  Parent Guaranty. Parent shall have executed and delivered a
Parent Guaranty substantially in the form of the attached Exhibit A in favor of
the Holders.

         5.3.  Amendment Fee. Each Holder, whether or not sL.ch Holder executes
this Amendment and Waiver, shall have received payment of an amendment fee equal
to 0.20% of the principal amount of the outstanding Notes held by such Holder.

         5.4.  Amendment to Lease. The Company and the Tenant shall have
executed an amendment to the Lease.

                                      -4-

<PAGE>

         5.5.  Expenses. The Company or the Tenant shall have paid all fees and
expenses of special counsel to the Holders in connection with this Amendment and
Waiver.

6.       MISCELLANEOUS

         6.1.  Ratification. Except as expressly amended, modified, deleted or
added to hereby, all of the terms and conditions of the Note Agreement, the
Notes and all other documents relating to the Note Agreement remain in full
force and effect, and the parties; hereto expressly reaffirm and ratify their
respective obligations thereunder.

         6.2.  Reference to and Effect on the Note Agreement. Upon the final
effectiveness of this Amendment and Waiver, each reference in the Note Agreement
and in other documents describing or referencing the Note Agreement to the
"Agreement," "Note Agreement," "hereunder," "hereof," "herein," or words of like
import referring to the Note Agreement, shall mean and be a reference to the
Note Agreement, as amended hereby.

         6.3.  Binding Effect. This Amendment and Waiver shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties
hereto.

         6.4.  Governing Law. This Amendment and Waiver shall be governed by and
construed in accordance with Illinois law.

         6.5.  Counterparts. This Amendment and Waiver may be executed in any
number of counterparts, each executed counterpart constituting an original, but
altogether only one instrument.



                                      -5-

<PAGE>

         IN WITNESS WHEREOF, the Company, the Tenant and the Folders have caused
this First Amendment and Waiver to the Note Purchase Agreement to be executed
and delivered by their respective officer or officers thereunto duly authorized.


                                       HEWITT PROPERTIES III LLC


                                       By: /s/ C. L. Connelly III
                                           -------------------------------------
                                       Name:   C. Lawrence Connolly, III
                                       Title:  Authorized Representative


                                       HEWITT ASSOCIATES LLC


                                       By: /s/ C. L. Connelly III
                                           -------------------------------------
                                       Name:   C. Lawrence Connolly, III
                                       Title:  Authorized Representative



                                      S-1

<PAGE>

The foregoing is hereby agreed to as of the date thereof.


AID ASSOCIATION FOR LUTHERANS

By: /s/ Gregory R. Anderson
    -----------------------------------
Name:   Gregory R. Anderson
    -----------------------------------
Title:  Director
    -----------------------------------



By: /s/ Alan D. Orstad
    -----------------------------------
Name:   Alan D. Orstad
    -----------------------------------
Title:  AVP
    -----------------------------------





                                      S-2

<PAGE>



NATIONWIDE MUTUAL INSURANCE
COMPANY

By: /s/ Mark W. Poeppelman
    -----------------------------------
Name:   Mark W. Poeppelman
    -----------------------------------
Title:  Associate Vice President
      ---------------------------------


NATIONWIDE INDEMNITY COMPANY

By: /s/ Mark W. Poeppelman
    -----------------------------------
Name:   Mark W. Poeppelman
    -----------------------------------
Title:  Associate Vice President
     ----------------------------------

NATIONWIDE MUTUAL FIRE INSURANCE
COMPANY

By: /s/ Mark W. Poeppelman
    -----------------------------------
Name:   Mark W. Poeppelman
    -----------------------------------
Title:  Associate Vice President
      ---------------------------------



                                      S-3

<PAGE>


PACIFIC LIFE INSURANCE COMPANY

By: /s/ Bernard J. Dougherty
    -----------------------------------
Name:   Bernard J. Dougherty
    -----------------------------------
Title:  Associate Vice President
      ---------------------------------


By: /s/ Peter S. Fiek
    -----------------------------------
Name:   Peter S. Fiek
    -----------------------------------
Title:  Associate Secretary
      ---------------------------------




                                      S-4

<PAGE>


MINNESOTA LIFE INSURANCE COMPANY
By:  Advantus Capital Management, Inc.

By:____________________________________

Name:__________________________________

Title:_________________________________


NATIONAL TRAVELERS LIFE INSURANCE COMPANY
By:  Advantus Capital Management, Inc.

By:____________________________________

Name:__________________________________

Title:_________________________________


FARM BUREAU MUTUAL INSURANCE
COMPANY OF MICHIGAN
By:  Advantus Capital Management, Inc.

By:____________________________________

Name:__________________________________

Title:_________________________________


PROTECTED HOME MUTUAL LIFE
INSURANCE COMPANY
By:  Advantus Capital Management, Inc.

By:____________________________________

Name:__________________________________

Title:_________________________________


                                      S-5

<PAGE>

COLORADO BANKERS LIFE
INSURANCE COMPANY
By:  Advantus Capital Management, Inc.

By:____________________________________

Name:__________________________________

Title:_________________________________


FARM BUREAU GENERAL INSURANCE
COMPANY OF MICHIGAN
By:  Advantus Capital Management, Inc.

By:____________________________________

Name:__________________________________

Title:_________________________________




                                      S-6

<PAGE>


LIFE OF MARYLAND, INC.
By:  Alliance Capital Management Corp.

By: /s/ R. Wayne Oliver
    -----------------------------------
Name:   R. Wayne Oliver
    -----------------------------------
Title:  Investment Officer
      ---------------------------------





                                      S-7

<PAGE>


REASSURE AMERICA LIFE INSURANCE
COMPANY, a successor to LINCOLN LIFE AND
CASUALTY COMPANY
By:    Swiss Re Asset Management
       (Americas) Inc., as its authorized agent

By:____________________________________

Name:__________________________________

Title:_________________________________



                                      S-8