0001193125-08-170133 Sample Contracts

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 7th, 2008 • Hewitt Associates Inc • Services-management consulting services • New York

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 30, 2008, is by and among HEWITT ASSOCIATES L.L.C., an Illinois limited liability company (the “Borrower”), HEWITT ASSOCIATES, INC., a Delaware corporation (“HAI”), WACHOVIA BANK, NATIONAL ASSOCIATION, individually (in such capacity, “Wachovia”) and as the resigning administrative agent (in such capacity, the “Resigning Administrative Agent”) under the Credit Agreement (defined below), JPMORGAN CHASE BANK, N.A., individually (in such capacity, “JPMCB”) and as the successor administrative agent (in such capacity, the “Successor Administrative Agent”) under the Credit Agreement (defined below), and the Lenders (as defined below) signatory hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (defined below), as amended hereby.

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 7th, 2008 • Hewitt Associates Inc • Services-management consulting services • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 18, 2008, is by and among HEWITT ASSOCIATES L.L.C., an Illinois limited liability company (the “Borrower”), HEWITT ASSOCIATES, INC., a Delaware corporation (“HAI”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (defined below) under the Credit Agreement (defined below) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby.

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