GUARANTY AGREEMENT



Exhibit 10.1 
 
GUARANTY 
 
GUARANTY, dated as of March 7, 2003, made by Hewitt Associates LLC, a limited liability company organized and existing under the laws of
Illinois (the “Guarantor”), in favor of Citigroup Inc. and each subsidiary or affiliate thereof (including Citibank, N.A. and each of its branches wherever located) (“Citigroup”). 
 
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and to induce Citigroup to extend and/or maintain credit to or for the account of the Guarantor’s wholly-owned subsidiaries listed on Schedule A attached hereto and made a part hereof, which
Schedule A may be amended, supplemented or otherwise modified from time to time pursuant to Section 11 hereof (each, a “Borrower”), the Guarantor agrees as follows: 
 
1.  Guaranty.    The Guarantor unconditionally guarantees the punctual
payment when due, whether upon maturity, by acceleration or otherwise, of all obligations (now or hereafter existing) of each Borrower to Citigroup under any and all extensions of credit extended and/or maintained by Citigroup, whether for
principal, interest, fees, expenses or otherwise, in each case strictly in accordance with the terms thereof (all such obligations of the Borrowers being the “Obligations”) provided that the Guarantor’s maximum liability under this
Guaranty with respect to that portion of each Borrower’s Obligations consisting of principal will not exceed the amount set forth next to such Borrower’s name on Schedule A provided that, if any Borrower’s Obligations are denominated
in a currency other than U.S. Dollars, such amount will be increased to the extent that fluctuations of currency conversion rates occurring after the date hereof result in an increase in the equivalent of such Borrower’s Obligations in U.S.
Dollars. If any Borrower fails to pay any of its Obligations in full when due (whether at stated maturity, by acceleration or otherwise), the Guarantor will promptly pay the same to Citigroup. The Guarantor will also pay to Citigroup any and all
expenses (including without limitation, reasonable legal fees and expenses) incurred by Citigroup in enforcing its rights under this Guaranty. This Guaranty is a guaranty of payment and not merely of collection. 
 
2.  Guaranty
Absolute.    The Guarantor’s liability under this Guaranty is unconditional irrespective of (i) any illegality, lack of validity or enforceability of any Obligation, (ii) any amendment, modification, waiver or consent to
departure from the terms of any Obligation, including any renewal or extension of the time or change of the manner or place of payment, (iii) any exchange, substitution, release, non-perfection or impairment of any collateral securing payment of any
Obligation, (iv) any change in the corporate existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of
any Obligation, (v) the existence of any claim, set-off or other rights that the Guarantor may have at any time against any Borrower, Citigroup, or any other corporation or person, whether in connection herewith or any unrelated transactions,
provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim, (vi) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or
Citigroup’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter
defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking
moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments
on, any indebtedness in such jurisdiction; or (C) any expropriation, 
 









 
confiscation, nationalization
or requisition by such country or any governmental authority that directly or indirectly deprives the companies in such jurisdiction of any payment obligation under any Obligations; or (D) any war (whether or not declared), insurrection, revolution,
hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring
or existing on or at any time after the date of this Guaranty), and (vii) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by Citigroup that might otherwise
constitute a defense to, or a legal or equitable discharge of, any Borrower or the Guarantor or any other guarantor or surety. 
 
Without limiting the generality of the foregoing, with respect to any Obligations that, in accordance with the express terms of any
agreement pursuant to which such Obligations were created, were denominated in U.S. Dollars or any currency other than the currency of the jurisdiction where the relevant Borrower is principally located, the Guarantor guarantees that it shall pay
Citigroup strictly in accordance with the express terms of such agreement, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where such Borrower is
principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where such Borrower is principally located. 
 
It is the intent of this Section 2 that the Guarantor’s obligations hereunder are and shall be absolute and unconditional under any
and all circumstances. 
 
3.  Waiver.    The Guarantor waives promptness, diligence, notice of acceptance, notice of dishonor and any other notice with respect to any Obligation and this Guaranty and any requirement that
Citigroup exercise any right or take any action against any Borrower or any collateral security or credit support. 
 
4.  Reinstatement.    This Guaranty will continue to be effective or be reinstated, as the case may
be, if at any time any payment of any Obligation is rescinded or must otherwise be returned by Citigroup upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. 
 
5.  Subrogation.  The Guarantor
will not assert, enforce or otherwise exercise any rights which it may acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, until payment in full of the Obligations and the termination of any and all
agreements under which Citigroup is committed to provide extensions of credit. 
 
6.  Taxes.    Any and all payments by the Guarantor hereunder will be made free and clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding income or franchise taxes imposed on Citigroup’s net income by the jurisdiction under the laws of which Citigroup is organized or any political
subdivision thereof or by the jurisdiction of Citigroup’s lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being “Taxes”). If the
Guarantor is required by law to deduct any Taxes from or in respect of any sum payable hereunder (i) the sum payable will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section) Citigroup will receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor will make such deductions, and (iii) the Guarantor will pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable law. In addition, the Guarantor will pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise
from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty or the Obligations (“Other Taxes”). The Guarantor will promptly 
 

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furnish to Citigroup the
original or a certified copy of a receipt evidencing payment thereof. The Guarantor will indemnify Citigroup for the full amount of Taxes or Other Taxes paid by Citigroup or any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted, within 30 days of Citigroup’s request therefor. Without prejudice to the survival of any other agreement contained herein, the
Guarantor’s agreements and obligations contained in this Section will survive the payment in full of the Obligations, principal and interest hereunder and any termination of this Guaranty. 
 
7.  Place and Currency of
Payment.    If any Obligation is payable in U.S. Dollars, the Guarantor will make payment hereunder to Citigroup in U.S. Dollars at 399 Park Avenue, New York, New York. If any Obligation is payable in a currency other than
U.S. Dollars (a “Non-USD Currency”) and/or at a place other than the United States, and such payment is not made as and when agreed, the Guarantor will, at Citigroup’s option, either (i) make payment in such Non-USD Currency and at
the place where such Obligation is payable, or (ii) pay Citigroup in U.S. Dollars at 399 Park Avenue, New York, New York. In the event of a payment pursuant to clause (ii) above, the Guarantor will pay Citigroup the equivalent of the amount of such
Obligation in U.S. Dollars calculated at the rate of exchange at which, in accordance with normal banking procedures, Citigroup may buy such Non-USD Currency in New York, New York on the date the Guarantor makes such payment; provided,
however, that the foregoing provisions of this sentence shall not apply to any payments hereunder in respect of Obligations that have been re-denominated into a Non-USD Currency as a result of the application of any law, order, decree or
regulation in any jurisdiction other than the United States, which Obligations shall, for purposes of this Guaranty, be deemed to remain denominated in U.S. Dollars and payable to Citigroup in accordance with the first sentence of this Section 7.

 
8.  Intentionally Deleted

 
9.  Representations and
Warranties.    The Guarantor represents and warrants that: (i) the execution, delivery and performance by the Guarantor of this Guaranty are within its corporate powers, have been duly authorized by all necessary corporate
action, and do not contravene (x) its charter or by-laws or (y) any law or any contractual restriction binding on or affecting the Guarantor or any entity that controls it, (ii) no authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Guarantor of this Guaranty, and (iii) this Guaranty has been duly executed and delivered by the
Guarantor and is its legal, valid and binding obligation, enforceable against the Guarantor in accordance with its terms. 
 
10.  Continuing Guaranty.    This is a continuing guaranty and applies to all Obligations whenever
arising. This Guaranty is irrevocable and will remain in full force and effect until the payment in full of the Obligations and all amounts payable hereunder and the termination of all of the agreements relating to the Obligations. 
 
11.  Amendments,
Etc.    No amendment or waiver of any provision of this Guaranty, and no consent to departure by the Guarantor herefrom, will in any event be effective unless the same is in writing and signed by Citibank, N.A., on behalf of
Citigroup, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given. 
 
12.  Addresses.    All notices and other communications provided for hereunder will be in writing
(including telecopier communication), and mailed, telecopied or delivered to it, if to the Guarantor, at its address at Hewitt Associates LLC. 100 Half Day Road Lincolnshire, IL 60069, Attention: Mr. John L. Szajna, Treasurer, and if to Citigroup,
at its address: Citibank, 388 Greenwich Street 23rd Floor New York, NY 10013, Attention: US Northeast Department,
or, as to either party, at such other address as is designated by such party in a written notice to the other party. All such notices and other communications will, when mailed or telecopied, be effective when deposited in the mails or telecopied,
respectively. 
 

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13.  Guarantor’s Credit Decision, Etc.    The Guarantor has, independently and without reliance on Citigroup and based on such documents and information as the Guarantor has deemed
appropriate, made its own credit analysis and decision to enter into this Guaranty. The Guarantor has adequate means to obtain from each Borrower on a continuing basis information concerning the financial condition, operations and business of such
Borrower, and the Guarantor is not relying on Citigroup to provide such information now or in the future. The Guarantor acknowledges that it will receive substantial direct and indirect benefit from the extensions of credit contemplated by this
Guaranty. 
 
14.  Judgment.    If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. Dollars into a Non-USD Currency, the Guarantor agrees that the rate
of exchange used will be that at which, in accordance with normal banking procedures, Citigroup could purchase U.S. Dollars with such non-USD Currency on the business day preceding that on which final judgment is given. The obligation of the
Guarantor in respect of any sum due hereunder will, notwithstanding any judgment in a Non-USD Currency, be discharged only to the extent that on the date the Guarantor makes payment to Citigroup of any sum adjudged to be so due in such Non-USD
Currency, Citigroup may, in accordance with normal banking procedures, purchase U.S. Dollars with such Non-USD Currency; if the U.S. Dollars so purchased are less than the sum originally due to Citigroup in U.S. Dollars, the Guarantor agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify Citigroup against such loss, and if the U.S. Dollars so purchased exceed the sum originally due to Citigroup in U.S. Dollars, Citigroup agrees to remit to the Guarantor such
excess. 
 
15.  Governing
Law.    This Guaranty shall be governed by, and construed in accordance with, the law of the State of New York. 
 
16.  Consent to Jurisdiction,Etc.    The Guarantor irrevocably (i) submits to the non-exclusive
jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to this Guaranty or the Obligations, (ii) agrees that all claims in respect of such action or proceeding may be heard
and determined in such New York State court or in such Federal court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding, and (iv) irrevocably consents
to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 12. A final judgment in any such action or proceeding will be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein will affect Citigroup’s right to serve legal process in any other manner permitted by law or affect Citigroup’s right to bring
any action or proceeding against the Guarantor or its property in the courts of other jurisdictions. To the extent that the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Guarantor irrevocably waives such immunity in respect of its obligations under this Guaranty.

 
17.  WAIVER OF JURY
TRIAL.    THE GUARANTOR IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY OR CITIGROUP’S
ACTIONS IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF. 
 
Hewitt Associates LLC 
 
By /S/    C.L. CONNOLLY III             
    Name: C.L. Connolly III 
    Title: General Counsel 
 

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SCHEDULE A

 
To Guaranty 
Dated as of March 7, 2003 
 

	 BORROWERS

	  	 COUNTRY

	    	 MAXIMUM LIABILITY
FOR
PRINCIPAL 


	 Hewitt Associates S.A.
	  	 Argentina
	    	 100,000

	
	 Hewitt Associates Pty. Limited
	  	 Australia
	    	 250,000

	
	 Hewitt Associates GmbH
	  	 Austria
	    	 100,000

	
	 Hewitt Associates S.A
	  	 Belgium
	    	 250,000

	
	 Hewitt Associates
	  	 Canada
	    	 1,000,000

	
	 Hewitt Associates Limitada
	  	 Chile
	    	 200,000

	
	 Hewitt Associates Consulting Co.
	  	 China
	    	 2,000,000

	
	 Hewitt Associates LLC (Branch)
	  	 Hong Kong
	    	 3,000,000

	
	 Hewitt Associates SARL
	  	 France
	    	 500,000

	
	 Hewitt Associates GmbH
	  	 Germany
	    	 500,000

	
	 Hewitt Associates Pvt. Ltd
	  	 India
	    	 500,000

	
	 Hewitt Associates Srl.
	  	 Italy
	    	 100,000

	
	 Hewitt associates Kabushiki Gaisya
	  	 Japan
	    	 500,000

	
	 Hewitt Associates SDN. BHD
	  	 Malaysia
	    	 100,000

	
	 Hewitt Associates de Mexico S. de R. L de C. V.
	  	 	    	 500,000

	
	 Hewitt Heijnis & Koelman B. V.
	  	 Netherlands
	    	 1,000,000

	
	 Hewitt Associates Inc
	  	 Philippines
	    	 100,000

	
	 Hewitt Associates Sp. Zo.o
	  	 Poland
	    	 200,000

	
	 Hewitt Associates, LLC Sucursal en Portugal
	  	 Portugal
	    	 400,000

	
	 Hewitt Associates Caribe, Inc
	  	 Singapore
	    	 250,000

	
	 Hewitt Associates Korea Yuhan Hoesa Hoesa
	  	 South Korea
	    	 100,000

	
	 Hewitt Associates S.A.
	  	 Spain
	    	 250,000

	
	 Hewitt/Loneanalyser A.B.
	  	 Sweden
	    	 100,000

	
	 PRASA Hewitt S.A.
	  	 Switzerland
	    	 1,000,000

	
	 Hewitt Associates Limited
	  	 Thailand
	    	 100,000

	
	 TOTAL
	  	 	    	 13,100,000


 

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