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                                     364-DAY

                             COMPETITIVE ADVANCE AND

                       REVOLVING CREDIT FACILITY AGREEMENT


                          Dated as of January 11, 2000


                                      among


                       KANSAS CITY SOUTHERN INDUSTRIES, INC.,


                              THE LENDERS NAMED HEREIN,


                    BANK OF AMERICA, N.A., as Documentation Agent


                      FLEET NATIONAL BANK, as Syndication Agent


                                       and


                             THE CHASE MANHATTAN BANK,
                    as Administrative Agent and Swingline Lender,

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



          CHASE SECURITIES INC., as Advisor, Lead Arranger and Book Manager,










<PAGE>


                                                                               3


                                             TABLE OF CONTENTS


                                                                            Page

ARTICLE I.  DEFINITIONS........................................................1

SECTION 1.01.  Defined Terms...................................................1
SECTION 1.02.  Terms Generally................................................11

ARTICLE II.  THE CREDITS......................................................11

SECTION 2.01.  Commitments....................................................11
SECTION 2.02.  Loans..........................................................11
SECTION 2.03.  Competitive Bid Procedure......................................12
SECTION 2.04.  Standby Borrowing Procedure....................................14
SECTION 2.05.  Refinancings...................................................14
SECTION 2.06.  Fees...........................................................14
SECTION 2.07.  Repayment of Loans; Evidence of Debt...........................15
SECTION 2.08.  Interest on Loans..............................................15
SECTION 2.09.  Default Interest...............................................16
SECTION 2.10.  Alternate Rate of Interest.....................................16
SECTION 2.11.  Termination and Reduction of Commitments.......................16
SECTION 2.12.  Prepayment.....................................................16
SECTION 2.13.  Reserve Requirements; Change in Circumstances..................17
SECTION 2.14.  Change in Legality.............................................18
SECTION 2.15.  Indemnity......................................................18
SECTION 2.16.  Pro Rata Treatment.............................................19
SECTION 2.17.  Sharing of Setoffs.............................................19
SECTION 2.18.  Payments.......................................................19
SECTION 2.19.  Taxes..........................................................19
SECTION 2.20.  Termination or Assignment of Commitments
               Under Certain Circumstances....................................21
SECTION 2.21.  Lending Offices and Lender Certificates;
               Survival of Indemnity..........................................21
SECTION 2.22.  Swingline Loans................................................21

ARTICLE III.  REPRESENTATIONS AND WARRANTIES..................................22

SECTION 3.01.  Corporate Existence and Standing...............................22
SECTION 3.02.  Authorization and Validity.....................................23
SECTION 3.03.  No Conflict; Governmental Consent..............................23
SECTION 3.04.  Compliance with Laws; Environmental and Safety Matters.........23
SECTION 3.05.  Financial Statements...........................................23
SECTION 3.06.  No Material Adverse Change.....................................24
SECTION 3.07.  Ownership of Properties........................................24
SECTION 3.08.  Subsidiaries...................................................24
SECTION 3.09.  Litigation; Contingent Obligations.............................24
SECTION 3.10.  Material Agreements............................................24
SECTION 3.11.  Regulation U...................................................24
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act.....24
SECTION 3.13.  Use of Proceeds................................................25
SECTION 3.14.  Taxes..........................................................25
SECTION 3.15.  Accuracy of Information........................................25
SECTION 3.16.  Employee Benefit Plans.........................................25
SECTION 3.17.  No Undisclosed Dividend Restrictions...........................25
SECTION 3.18.  Year 2000......................................................25

ARTICLE IV.  CONDITIONS OF LENDING AND THE AAA AGREEMENT......................25

SECTION 4.01.  All Borrowings.................................................25
SECTION 4.02.  First Borrowing................................................26
SECTION 4.03.  AAA Agreement..................................................26

ARTICLE V.  AFFIRMATIVE COVENANTS.............................................26

SECTION 5.01.  Conduct of Business and Maintenance of Properties..............27
SECTION 5.02.  Insurance......................................................27
SECTION 5.03.  Compliance with Laws and Taxes.................................27
SECTION 5.04.  Financial Statements, Reports, etc.............................27
SECTION 5.05.  Other Notices..................................................28
SECTION 5.06.  Access to Properties and Inspections...........................28
SECTION 5.07.  Use of Proceeds................................................28

ARTICLE VI.  NEGATIVE COVENANTS...............................................28

SECTION 6.01.  Indebtedness...................................................29
SECTION 6.02.  Liens..........................................................29
SECTION 6.03.  Sale and Lease-Back Transactions...............................30
SECTION 6.04.  Mergers, Consolidations and Transfers of Assets................30
SECTION 6.05.  Transactions with Affiliates...................................30
SECTION 6.06.  Certain Other Agreements.......................................31
SECTION 6.07.  Certain Financial Covenants....................................31
SECTION 6.08.  Margin Stock...................................................31

ARTICLE VII.  EVENTS OF DEFAULT...............................................31

ARTICLE VIII.  THE AGENT......................................................33

ARTICLE IX.  MISCELLANEOUS....................................................34

SECTION 9.01.  Notices........................................................34
SECTION 9.02.  Survival of Agreement..........................................35
SECTION 9.03.  Binding Effect.................................................35
SECTION 9.04.  Successors and Assigns.........................................35
SECTION 9.05.  Expenses; Indemnity............................................37
SECTION 9.06.  Right of Setoff................................................37
SECTION 9.07.  Applicable Law.................................................37
SECTION 9.08.  Waivers; Amendment.............................................37
SECTION 9.09.  Interest Rate Limitation.......................................38
SECTION 9.10.  Entire Agreement...............................................38
SECTION 9.11.  Waiver of Jury Trial...........................................38
SECTION 9.12.  Severability...................................................38
SECTION 9.13.  Counterparts...................................................38
SECTION 9.14.  Headings.......................................................38
SECTION 9.15.  Jurisdiction; Consent to Service of Process....................39
SECTION 9.16.  Confidentiality................................................39
SECTION 9.17.  AAA Agreement Authorization....................................39



<PAGE>


Schedule 2.01     Commitments
Schedule 3.08            Subsidiaries
Schedule 3.09            Litigation
Schedule 3.17            Dividend Restrictions
Schedule 6.01            Indebtedness
Schedule 6.02            Liens

Exhibit A-1              Form of Competitive Bid Request
Exhibit A-2              Form of Notice of Competitive Bid Request
Exhibit A-3              Form of Competitive Bid
Exhibit A-4              Form of Competitive Bid Accept/Reject Letter
Exhibit A-5              Form of Standby Borrowing Request
Exhibit B                Form of AAA Agreement
Exhibit C                Form of Assignment and Acceptance
Exhibit D                Form of Opinion of Sonnenschein Nath & Rosenthal
Exhibit E                Compliance Certificate
Exhibit F                Form of Confidentiality Agreement
Exhibit G         Form of Administrative Questionnaire


<PAGE>


                                                                              46

                       364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
                           AGREEMENT dated as of January 11, 2000,  among KANSAS
                           CITY   SOUTHERN   INDUSTRIES,    INC.,   a   Delaware
                           corporation  ("KCSI"  or at all  times  prior  to the
                           Assumption Date (as defined below),  the "Borrower"),
                           the lenders party hereto (the  "Lenders"),  THE CHASE
                           MANHATTAN  BANK,  as  Administrative  Agent  for  the
                           Lenders  (in such  capacity,  the  "Agent"),  BANK OF
                           AMERICA,   N.A.,  as  Documentation   Agent  for  the
                           Lenders,  and FLEET  NATIONAL  BANK,  as  Syndication
                           Agent for the Lenders.

                  KCSI  proposes to  distribute  all the issued and  outstanding
common stock of Stilwell (such term and each other capitalized term used but not
otherwise  defined herein having the meaning assigned to it in Article I) to the
shareholders  of  KCSI.  Prior  to the  date of the  Spin-Off,  the  rights  and
obligations  of KCSI under this Agreement will be assigned and delegated to, and
assumed by,  Stilwell  pursuant to, and in accordance with the terms of, the AAA
Agreement.  On the Assumption  Date,  KCSI will be released from all obligations
hereunder,  and Stilwell  will be the  borrower and the sole obligor  hereunder.
Following the Spin-Off, Stilwell may assign and delegate all or a portion of its
rights and  obligations  hereunder to one or more of its domestic  subsidiaries;
provided that such subsidiaries' obligations are guaranteed by Stilwell.

                  KCSI has  requested  the Lenders to extend  credit in order to
enable it to borrow on a standby  revolving  credit  basis on and after the date
hereof  and at any time and from  time to time  prior to the  Assumption  Date a
principal amount not in excess of $200,000,000 at any time outstanding. KCSI has
also requested the Lenders to provide a procedure  pursuant to which the Lenders
may be invited to bid on an  uncommitted  basis on short-term  borrowings by the
Borrower.

                  The proceeds of the initial  borrowing by KCSI will be used to
repay approximately $125,000,000 of existing indebtedness of KCSI. No borrowings
by KCSI will be permitted after the Assumption  Date. Any borrowings by Stilwell
and the Subsidiary  Borrowers after the Assumption Date will be used for general
corporate purposes of Stilwell and the Subsidiary Borrowers  including,  without
limitation,  (a) to provide liquidity for a commercial paper program of Stilwell
and (b) the financing of non-hostile acquisitions.

                  The  Lenders  are willing to extend such credit to KCSI on the
terms and subject to the  conditions  herein set forth.  Accordingly,  KCSI, the
Lenders and the Agent agree as follows:

ARTICLE I.  DEFINITIONSARTICLE I.  DEFINITIONS

                  SECTION 1.01.  Defined TermsSECTION 1.01.  Defined Terms.
As used in this Agreement, the
                                 ------------------------------------------
following terms shall have the meanings specified below:

                  "AAA  Agreement"  shall mean the  Assignment,  Assumption  and
Amendment  Agreement in the form of Exhibit B entered into by KCSI, Stilwell and
the Agent, on behalf of the Lenders, prior to the Spin-Off Date.

                  "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

                  "ABR Loan" shall mean any Standby Loan  bearing  interest at a
rate  determined by reference to the Alternate Base Rate in accordance  with the
provisions of Article II.

                  "Adjusted   LIBO  Rate"  shall  mean,   with  respect  to  any
Eurodollar  Borrowing  for any  Interest  Period,  an  interest  rate per  annum
(rounded upwards, if necessary,  to the next 1/16 of 1%) equal to the product of
(a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

                  "Administrative  Questionnaire"  shall mean an  Administrative
Questionnaire supplied by the Agent in the form of Exhibit G.

                  "Affiliate"  shall mean, when used with respect to a specified
person,  another  person  that  directly,  or  indirectly  through  one or  more
intermediaries, Controls or is Controlled by or is under common Control with the
person  specified and in any case shall  include,  when used with respect to the
Borrower  or any  Subsidiary,  any joint  venture in which the  Borrower or such
Subsidiary holds an equity interest.

                  "Agent's Fees" shall have the meaning assigned to such term in
Section 2.06(b).

                  "Alternate  Base  Rate"  shall  mean,  for any day, a rate per
annum  (rounded  upwards,  if  necessary,  to the next  1/16 of 1%) equal to the
greatest  of (a) the Prime  Rate in effect on such day,  (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. For purposes  hereof,  "Prime Rate" shall mean the rate
of interest per annum  publicly  announced from time to time by the Agent as its
prime rate in effect at its principal office in New York City; the Prime Rate is
not  intended  to be the  lowest  rate  of  interest  charged  by the  Agent  in
connection with  extensions of credit to debtors;  each change in the Prime Rate
shall be effective on the date such change is publicly  announced as  effective.
"Base CD Rate"  shall  mean the sum of (a) the  product  of (i) the  Three-Month
Secondary  CD Rate and (ii)  Statutory  Reserves  and (b) the  Assessment  Rate.
"Three-Month  Secondary CD Rate" shall mean,  for any day, the secondary  market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day shall not be a Business  Day, the next  preceding  Business
Day) by the Board through the public  information  telephone line of the Federal
Reserve  Bank of New York (which rate will,  under the current  practices of the
Board, be published in Federal Reserve  Statistical Release H.15(519) during the
week  following such day), or, if such rate shall not be so reported on such day
or such next  preceding  Business  Day,  the  average  of the  secondary  market
quotations for  three-month  certificates of deposit of major money center banks
in New York City received at  approximately  10:00 a.m.,  New York City time, on
such day (or,  if such day shall not be a Business  Day,  on the next  preceding
Business Day) by the Agent from three New York City  negotiable  certificate  of
deposit dealers of recognized  standing selected by it. "Federal Funds Effective
Rate" shall mean,  for any day, the  weighted  average of the rates on overnight
Federal funds  transactions  with members of the Federal Reserve System arranged
by Federal funds brokers,  as published on the next  succeeding  Business Day by
the Federal  Reserve Bank of New York,  or, if such rate is not so published for
any day which is a Business  Day, the average of the  quotations  for the day of
such  transactions  received by the Agent from three  Federal  funds  brokers of
recognized  standing  selected  by it. If for any  reason  the Agent  shall have
determined (which  determination shall be conclusive absent manifest error) that
it is unable to ascertain the Base CD Rate or the Federal Funds  Effective  Rate
or both for any  reason,  including  the  inability  or  failure of the Agent to
obtain sufficient quotations in accordance with the terms thereof, the Alternate
Base Rate shall be determined  without  regard to clause (b) or (c), or both, of
the first sentence of this definition,  as appropriate,  until the circumstances
giving rise to such inability no longer exist.  Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the
Federal Funds  Effective  Rate shall be effective on the effective  date of such
change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate, respectively.

                  "Applicable  Percentage"  shall mean on any date, with respect
                  to the Loans  comprising any Eurodollar  Standby  Borrowing or
                  ABR  Borrowing  or the  Facility  Fee, as the case may be, the
                  applicable  percentage set forth in the table below based upon
                  the ratings applicable on such date to Index Debt:

================================== =============== ================= ==========
<TABLE>


Ratings Applicable to Index Debt                      Eurodollar
          (S&P/Moody's)             Facility Fee     Standby Loan    ABR Loan Spread
                                                        Spread
<S>                                <C>             <C>               <C>
---------------------------------- --------------- ----------------- ----------------
---------------------------------- --------------- ----------------- ----------------

Category 1                                  .085%             .265%               0%
----------
A- or higher or A3 or higher
---------------------------------- --------------- ----------------- ----------------
---------------------------------- --------------- ----------------- ----------------

Category 2                                  .125%             .325%               0%
----------
BBB+ or Baa1
---------------------------------- --------------- ----------------- ----------------
---------------------------------- --------------- ----------------- ----------------

Category 3                                  .150%             .350%               0%
----------
BBB or Baa2
---------------------------------- --------------- ----------------- ----------------
---------------------------------- --------------- ----------------- ----------------

Category 4                                  .175%             .450%               0%
----------
BBB- or Baa3
---------------------------------- --------------- ----------------- ----------------
---------------------------------- --------------- ----------------- ----------------

Category 5                                  .250%             .625%               0%
----------
lower than or equal to BB+ or
lower than or equal to Ba1
================================== =============== ================= ================
</TABLE>


For purposes of the foregoing,  (i) if the ratings established or deemed to have
been established by Moody's and S&P shall fall within different Categories,  the
lower  rating  shall be  disregarded,  (ii) if  Moody's or S&P shall not have in
effect a rating for Index Debt (other than because  such rating  agency shall no
longer be in the business of rating  corporate  debt  obligations),  such rating
agency will be deemed to have  established a rating for Index Debt in Category 5
and (iii) if any  rating  established  or deemed  to have  been  established  by
Moody's  or S&P  shall be  changed  (other  than as a result  of a change in the
rating system of Moody's or S&P),  such change shall be effective as of the date
on which it is first announced by the applicable  rating agency.  Each change in
the  Applicable  Percentage  shall  apply  during the period  commencing  on the
effective date of such change and ending on the date  immediately  preceding the
effective  date of the next such change.  If the rating system of Moody's or S&P
shall change,  or if either such rating agency shall cease to be in the business
of rating  corporate debt  obligations,  KCSI and the Lenders shall negotiate in
good faith to amend the  references  to specific  ratings in this  definition to
reflect such changed rating system or the  nonavailability  of ratings from such
rating agency,  and pending the effectiveness of such amendment,  the Applicable
Percentage  shall be  determined  by  reference  to the rating most  recently in
effect from such rating agency.

                  "Assessment   Rate"  shall  mean,  for  any  day,  the  annual
assessment  rate in effect on such day that is  payable  by a member of the Bank
Insurance Fund classified as "well-capitalized"  and within supervisory subgroup
"B" (or a comparable  successor  risk  classification)  within the meaning of 12
C.F.R.  Part 327 (or any successor  provision) to the Federal Deposit  Insurance
Corporation  for insurance by such  Corporation of time deposits made in dollars
at the  offices of such  member in the  United  States;  provided  that if, as a
result of any change in any law, rule or regulation, it is no longer possible to
determine the Assessment  Rate as aforesaid,  then the Assessment  Rate shall be
such  annual  rate  as  shall  be  reasonably  determined  by  the  Agent  to be
representative of the cost of such insurance to the Lenders.

                  "Assignment  and  Acceptance"  shall  mean an  assignment  and
acceptance entered into by a Lender and an assignee,  and accepted by the Agent,
in the form of Exhibit C.

                  "Assumption"  shall  mean  a  transaction   pursuant  to  this
Agreement and the AAA Agreement and on terms consistent in all material respects
with those  disclosed  to the Lenders  prior to the date of this  Agreement  and
consummated  prior to the  Spin-Off in which (a)  Stilwell  becomes the Borrower
under this  Agreement  pursuant to the AAA Agreement and becomes  liable for all
the  Obligations  to  the  same  extent  as  KCSI  (and  the  conditions  to the
effectiveness  set  forth in the AAA  Agreement  are  satisfied),  (b) no person
(other than  Stilwell)  receives any  consideration  (other than common stock of
Stilwell) and (c) the assets and  liabilities  of Stilwell are the same as those
disclosed in the Confidential Memorandum.

                  "Assumption  Date"  shall  mean  the  date  on  which  the AAA
Agreement becomes effective in accordance with the terms thereof.

                  "Attributable  Debt" shall mean, in connection with a Sale and
Leaseback Transaction,  the present value (discounted in accordance with GAAP at
the debt rate implied in the lease) of the  obligations of the Lessee for rental
payments during the term of the Lease.

                  "Berger" shall mean Stilwell Management, Inc., formerly known
as Berger Associates, Inc., a Delaware corporation.

                  "Board"  shall  mean the  Board of  Governors  of the  Federal
Reserve System of the United States.

                  "Borrower"  shall mean (a) prior to the Assumption  Date, KCSI
and (b) on or after the Assumption Date, Stilwell.

                  "Borrowing"  shall mean (a) a group of Loans of a single  Type
made by the Lenders (or, in the case of a Competitive  Borrowing,  by the Lender
or Lenders whose  Competitive Bids have been accepted  pursuant to Section 2.03)
on a single date and as to which a single  Interest Period is in effect or (b) a
Swingline Loan.

                  "Business Day" shall mean any day (other than a day which is a
Saturday,  Sunday or legal  holiday in the State of New York) on which banks are
open for  business  in New York  City;  provided,  however,  that,  when used in
connection  with a Eurodollar  Loan,  the term "Business Day" shall also exclude
any day on which  banks  are not open for  dealings  in dollar  deposits  in the
London interbank market.

                  "Capitalized  Lease  Obligations" of any person shall mean the
obligations  of such  person  under any lease  that  would be  capitalized  on a
balance sheet of such person prepared in accordance with GAAP, and the amount of
such  obligations  at any time shall be the  capitalized  amount thereof at such
time determined in accordance with GAAP.

                  "CERCLA" shall mean the Comprehensive  Environmental Response,
Compensation  and Liability Act of 1980, as amended by the Superfund  Amendments
and Reauthorization Act of 1986.

                  A "Change in Control"  shall be deemed to have occurred if (i)
at any time prior to the  Spin-Off,  KCSI shall  cease to own 100% of the voting
securities  of Stilwell,  (ii) at any time,  less than 75% of the members of the
board of directors of the Borrower shall be (A)  individuals  who are members of
such board on the latest of the date hereof, the Assumption Date and the date of
the Spin-Off or (B) individuals  whose  election,  or nomination for election by
the  Borrower's  stockholders,  was  approved  by a vote of at least  75% of the
members of the board  then  still in office who are  members of the board on the
latest of the date hereof,  the Assumption  Date and the date of the Spin-Off or
(iii) at any time, any person (other, prior to the Spin-Off,  than KCSI), or any
two or more persons acting as a partnership, limited partnership,  syndicate, or
other group for the purpose of acquiring,  holding or disposing of securities of
the Borrower,  shall become,  according to public  announcement  or filing,  the
"beneficial  owner"  (as  defined  in Rule  13d-3  issued  under the  Securities
Exchange Act of 1934, as amended),  directly or indirectly, of securities of the
Borrower  representing  30% or more  (calculated  in  accordance  with such Rule
13d-3) of the combined  voting power of the Borrower's then  outstanding  voting
securities.

                  "Chase" shall mean The Chase Manhattan Bank.

                  "Code"  shall mean the Internal  Revenue Code of 1986,  as the
same may be amended from time to time.

                  "Commitment"  shall mean,  with  respect to each  Lender,  the
commitment of such Lender to make Revolving Loans and to acquire  participations
in Swingline Loans  hereunder,  expressed as an amount  representing the maximum
aggregate amount of such Lender's Revolving Credit Exposure  hereunder,  as such
commitment may be (a) reduced from time to time pursuant to Section 2.11 and (b)
reduced or increased  from time to time  pursuant to  assignments  by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's  Commitment
is set forth on Schedule 2.01, or in the  Assignment and Acceptance  pursuant to
which such Lender shall have assumed its Commitment, as applicable.  The initial
aggregate amount of the Lenders'  Commitments is  $200,000,000.  The Commitments
shall  automatically  and  permanently  terminate  on the  Maturity  Date if not
terminated earlier pursuant to Section 2.11.

                  "Competitive  Bid"  shall  mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

                  "Competitive   Bid   Accept/Reject   Letter"   shall   mean  a
notification  made by the  Borrower  pursuant to Section  2.03(d) in the form of
Exhibit A-4.

                  "Competitive  Bid Rate" shall mean, as to any  Competitive Bid
made by a Lender  pursuant to Section  2.03(b),  (i) in the case of a Eurodollar
Loan,  the Margin,  and (ii) in the case of a Fixed Rate Loan, the fixed rate of
interest offered by the Lender making such Competitive Bid.

                  "Competitive  Bid Request"  shall mean a request made pursuant
to Section 2.03 in the form of Exhibit A-1.

                  "Competitive Borrowing" shall mean a borrowing consisting of a
Competitive  Loan or  concurrent  Competitive  Loans  from the Lender or Lenders
whose  Competitive  Bids for such  Borrowing  have been accepted by the Borrower
under the bidding procedure described in Section 2.03.

                  "Competitive  Loan"  shall  mean a Loan  from a Lender  to the
Borrower  pursuant to the bidding  procedure  described  in Section  2.03.  Each
Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan.

                  "Confidential   Memorandum"   shall   mean  the   Confidential
Information Memorandum of the Borrower dated December 1999.

                  "Consolidated  EBITDA" shall mean, for any period, the sum for
such period of (a) Consolidated Net Income,  (b) Consolidated  Interest Expense,
(c) provision for income taxes and (d) any amount which in the  determination of
Consolidated  Net  Income  has  been  deducted  for   depreciation   expense  or
amortization expense, in each case determined in accordance with GAAP.

                  "Consolidated  Interest  Expense"  shall mean, for any period,
total interest  expense of the Borrower and the  Consolidated  Subsidiaries on a
consolidated basis for such period, determined in accordance with GAAP.

                  "Consolidated Net Income" shall mean, for any period,  the net
income of the Borrower and the Consolidated Subsidiaries on a consolidated basis
for such period but without giving effect to any  extraordinary  gains and gains
from the  sale of  assets  (other  than in the  ordinary  course  of  business),
determined in accordance with GAAP.

                  "Consolidated   Net  Worth"  shall  mean,   on  any  date  the
stockholders'  equity of the Borrower and the Consolidated  Subsidiaries on such
date, computed and consolidated in accordance with GAAP.

                  "Consolidated  Subsidiary"  shall  mean  each  Subsidiary  the
financial  statements  of which shall be required  to be  consolidated  with the
financial statements of the Borrower in accordance with GAAP.

                  "Consolidated Total Assets" shall mean the total assets of the
Borrower and the Consolidated  Subsidiaries on a consolidated basis at any time,
determined in accordance with GAAP.

                  "Consolidated  Total  Indebtedness" shall mean at any date all
Indebtedness  of the Borrower and the  Consolidated  Subsidiaries  at such date,
determined on a consolidated basis in accordance with GAAP.

                  "Control" shall mean the  possession,  directly or indirectly,
of the power to direct or cause the direction of the management or policies of a
person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise,  and "Controlling" and "Controlled"  shall have meanings  correlative
thereto.

                  "Controlled  Group" means all members of a controlled group of
corporations and all trades or businesses  (whether or not  incorporated)  under
common control which, together with the Borrower or any Subsidiary,  are treated
as a single  employer  under Section 414(b) or 414(c) of the Code or, solely for
purposes of Section  302 of ERISA and Section 412 of the Code,  are treated as a
single employer under Section 414(b), (c), (m) or (o) of the Code.

                  "Default" shall mean any event or condition which upon notice,
lapse of time or both would constitute an Event of Default.

                  "dollars" or "$" shall mean lawful money of the United States
of America.

                  "DST Systems" shall mean DST Systems, Inc., a Delaware
corporation.

                  "Environmental  Lien"  shall  mean  a  Lien  in  favor  of any
governmental  entity for (a) any liability under Federal or state  environmental
laws or  regulations  (including,  without  limitation,  RCRA and CERCLA) or (b)
damages arising from costs incurred by such governmental entity in response to a
release of a  hazardous  or toxic  waste,  substance  or  constituent,  or other
substance into the environment.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time.

                  "Eurodollar  Borrowing"  shall mean a Borrowing  comprised  of
Eurodollar Loans.

                  "Eurodollar  Competitive  Borrowing"  shall  mean a  Borrowing
comprised of Eurodollar Competitive Loans.

                  "Eurodollar  Competitive Loan" shall mean any Competitive Loan
bearing  interest  at a rate  determined  by  reference  to  the  LIBO  Rate  in
accordance with the provisions of Article II.

                  "Eurodollar Loan" shall mean any Eurodollar Competitive Loan
or Eurodollar Standby Loan.

                  "Eurodollar   Standby   Borrowing"   shall  mean  a  Borrowing
comprised of Eurodollar Standby Loans.

                  "Eurodollar  Standby Loan" shall mean any Standby Loan bearing
interest  at a rate  determined  by  reference  to the  Adjusted  LIBO  Rate  in
accordance with the provisions of Article II.

                  "Event of  Default"  shall have the  meaning  assigned to such
term in Article VII.

                  "Facility Fee" shall have the meaning assigned to such term in
Section 2.06(a).

                  "Fee  Letter"  shall  mean the  letter  agreement  dated as of
December 6, 1999 among KCSI, the Agent and Chase Securities Inc.

                  "Fees" shall mean the Facility Fee, the Utilization Fee and
the Agent's Fees.

                  "Financial  Officer" of any  corporation  shall mean the chief
financial officer, principal accounting officer, Treasurer or Controller of such
corporation.

                  "Fixed Rate  Borrowing"  shall mean a Borrowing  comprised  of
Fixed Rate Loans.

                  "Fixed  Rate Loan"  shall mean any  Competitive  Loan  bearing
interest  at a fixed  percentage  rate  per  annum  (expressed  in the form of a
decimal to no more than four decimal places) specified by the Lender making such
Loan in its Competitive Bid.

                  "GAAP" shall mean U.S. generally accepted accounting
principles, applied on a consistent basis.

                  "Governmental  Authority" shall mean any Federal, state, local
or  foreign  court  or  governmental  agency,   authority,   instrumentality  or
regulatory body.

                  "Guarantee"  of a person  means any  agreement  by which  such
person assumes, guarantees, endorses, contingently agrees to purchase or provide
funds for the payment of, or otherwise  becomes  liable upon,  the obligation of
any other  person,  or agrees to  maintain  the net worth or working  capital or
other financial  condition of any other person or otherwise assures any creditor
of such other person against loss,  including,  without limitation,  any comfort
letter,  operating agreement or take-or-pay contract and shall include,  without
limitation,  the  contingent  liability  of such person in  connection  with any
application for a Letter of Credit.  The term  "Guarantee"  used as a verb has a
corresponding meaning.

                  "Indebtedness" of any person shall mean, without  duplication,
(a) all  obligations of such person for borrowed  money,  (b) all obligations of
such person evidenced by bonds, debentures, notes, acceptances,  equipment trust
certificates or similar  instruments,  (c) all obligations of such person issued
or assumed as the  deferred  purchase  price of property or services  other than
accounts  payable  arising in the ordinary  course of such person's  business on
terms customary in the trade, (d) all obligations of such person, whether or not
assumed,  secured  by (or for  which  the  holder  of such  Indebtedness  has an
existing right,  contingent or otherwise,  to be secured by) any Lien or payable
out of the  proceeds  or  production  from  property  owned or  acquired by such
person,  (e) Capitalized Lease Obligations of such person, (f) all Guarantees by
such  person  of  Indebtedness  of  others  and (g)  any  other  obligations  or
securities  (other  than up to  $200,000,000  stated  value  of the  convertible
preferred  stock of the  Borrower  which may be issued  and sold to an  employee
stock ownership plan for employees of the Borrower and the  Subsidiaries)  which
such  person is directly  or  indirectly  obligated  to repay,  redeem,  retire,
extinguish  or  repurchase  (i) at a fixed  or  determinable  date,  whether  by
operation of a sinking fund or otherwise, (ii) at the option of any person other
than the issuer  thereof or (iii) upon the  occurrence of a condition not solely
within  the  control  of the  issuer  thereof  or  obligor  thereon,  such  as a
redemption out of future earnings.  The Indebtedness of any person shall include
the  Indebtedness  of any other entity  (including any partnership in which such
person is a general  partner) to the extent such person is liable  therefor as a
result of such person's  ownership  interest in or other  relationship with such
entity,  except to the extent the terms of such  Indebtedness  provide that such
person is not liable therefor.

                  "Index  Debt"  shall  mean  the  senior  unsecured  non-credit
enhanced long-term indebtedness for borrowed money of KCSI.

                  "Interest  Payment Date" shall mean, with respect to any Loan,
the last day of the  Interest  Period  applicable  thereto and, in the case of a
Eurodollar Loan with an Interest Period of more than three months' duration or a
Fixed Rate Loan with an Interest Period of more than 90 days' duration, each day
that  would  have been an  Interest  Payment  Date for such Loan had  successive
Interest Periods of three months' duration or 90 days duration,  as the case may
be, been  applicable to such Loan and, in addition,  the date of any refinancing
or conversion of such Loan with or to a Loan of a different Type.

                  "Interest   Period"  shall  mean  (a)  as  to  any  Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar  month that is 1, 2, 3 or 6 months  thereafter,
as the Borrower may elect, (b) as to any ABR Borrowing, the period commencing on
the date of such  Borrowing  and  ending on the date 90 days  thereafter  or, if
earlier,  on the Maturity Date or the date of prepayment of such Borrowing,  (c)
as to any  Fixed  Rate  Borrowing,  the  period  commencing  on the date of such
Borrowing and ending on the date specified in the Competitive  Bids in which the
offer to make the Fixed Rate Loans  comprising  such  Borrowing  were  extended,
which shall not be earlier  than seven days after the date of such  Borrowing or
later than 360 days after the date of such Borrowing and (d) as to any Swingline
Loan, the period commencing on the date of such Swingline Loan and ending on the
earlier  of (x) the  Maturity  Date and (y) the  date  specified  in the  notice
requesting such Swingline Loan,  which shall be no later than five Business Days
after the date of such Swingline Loan; provided,  however,  that if any Interest
Period would end on a day other than a Business Day, such Interest  Period shall
be  extended  to the  next  succeeding  Business  Day  unless,  in the  case  of
Eurodollar Loans only, such next succeeding  Business Day would fall in the next
calendar  month,  in which  case  such  Interest  Period  shall  end on the next
preceding  Business Day.  Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest Period.

                  "Janus" shall mean Janus Capital Corporation, a Colorado
corporation.

                  "KCSI" shall mean Kansas City Southern Industries, Inc., a
Delaware corporation.

                  "KCSI  Confidential  Information  Memorandum"  shall  mean the
Confidential  Information  Memorandum dated December 1999 in connection with the
credit facilities made available to KCSI and KCSR in January 2000.

                  "KCSR" shall mean The Kansas City Southern Railway Company,  a
Missouri corporation.

                  "Lenders" shall mean (a) the financial  institutions listed on
Schedule 2.01 (other than any such financial institution that has ceased to be a
party hereto  pursuant to an Assignment  and  Acceptance)  and (b) any financial
institution  that has  become  a party  hereto  pursuant  to an  Assignment  and
Acceptance.  Unless the context clearly indicates otherwise,  the term "Lenders"
shall include the Swingline Lender.

                  "Letter of  Credit" of a person  shall mean a letter of credit
or similar instrument that is issued upon the application of such person or upon
which  such  person is an account  party or for which such  person is in any way
liable.

                  "LIBO  Rate"  shall  mean,  with  respect  to  any  Eurodollar
Borrowing  for any  Interest  Period,  the rate  appearing  on Page  3750 of the
Telerate Service (or on any successor or substitute page of such Service, or any
successor  to  or  substitute  for  such  Service,   providing  rate  quotations
comparable  to  those  currently  provided  on such  page of  such  Service,  as
determined  by the Agent from time to time for purposes of providing  quotations
of interest rates applicable to dollar deposits in the London interbank  market)
at  approximately  11:00  a.m.,  London  time,  two  Business  Days prior to the
commencement  of such Interest  Period,  as the rate for dollar  deposits with a
maturity  comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar  Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the  principal  London office of the Agent in  immediately  available
funds in the London interbank market at approximately  11:00 a.m.,  London time,
two Business Days prior to the commencement of such Interest Period.

                  "Lien"  shall  mean,  with  respect  to  any  asset,  (a)  any
mortgage, deed of trust, lien, pledge, encumbrance,  charge or security interest
in or on such  asset,  (b) the  interest  of a  vendor  or a  lessor  under  any
conditional sale agreement,  capital lease or title retention agreement relating
to such asset and (c) in the case of securities,  any purchase  option,  call or
similar right of a third party with respect to such securities.

                  "Loan"  shall  mean a  Competitive  Loan  or a  Standby  Loan,
whether made as a Eurodollar Loan, an ABR Loan, a Fixed Rate Loan or a Swingline
Loan, each as permitted hereby.

                  "Loan Documents" shall mean this Agreement, the AAA Agreement,
the Guarantee Agreement and the Fee Letter.

                  "Margin"  shall mean, as to any Eurodollar  Competitive  Loan,
the margin (expressed as a percentage rate per annum in the form of a decimal to
no more than four  decimal  places) to be added to or  subtracted  from the LIBO
Rate in order to  determine  the  interest  rate  applicable  to such  Loan,  as
specified in the Competitive Bid relating to such Loan.

                  "Margin  Stock"  shall have the meaning  given such term under
Regulation U.

                  "Maturity Date" shall mean January 9, 2001.

                  "Multiemployer   Plan"   shall   mean   a  Plan   that   is  a
"multiemployer  plan" as defined in Section  4001(a)(3) of ERISA as to which the
Borrower or any member of the Controlled Group may have any liability.

                  "Multiple   Employer  Plan"  shall  mean  a  Plan  that  is  a
single-employer plan which has two or more contributing sponsors at least two of
whom are not under  common  control  or who made  contributions  under such Plan
during the preceding five years.

                  "Nelson"  shall mean  Nelson  Money  Managers  plc, an English
corporation.

                  "1999  Credit  Agreement"  shall mean the Amended and Restated
364-Day  Competitive Advance and Revolving Credit Facility Agreement dated as of
May 14, 1999 among KCSI, the lenders party  thereto,  Chase,  as  administrative
agent,  and  Bank  of  America  NT&SA,  as  documentation   agent,  as  amended,
supplemented or otherwise modified from time to time.

                  "Obligations"  shall mean all unpaid  principal of and accrued
and unpaid  interest  on the Loans,  all  accrued  and unpaid Fees and all other
obligations of the Borrower to the Lenders or to any Lender or the Agent arising
under the Loan Documents.

                  "PBGC" shall mean the Pension  Benefit  Guarantee  Corporation
referred to and defined in ERISA.

                  "Person" shall mean any natural person, corporation,  business
trust,  joint venture,  association,  company,  partnership,  limited  liability
company or government, or any agency or political subdivision thereof.

                  "Plan"  shall mean any employee  pension  benefit plan that is
covered by Title IV of ERISA or subject to the minimum  funding  standards under
Section 412 of the Code as to which the Borrower or any member of the Controlled
Group may have any liability.

                  "Pro Rata Percentage" of any Lender at any time shall mean the
percentage of the Total Commitment  represented by such Lender's Commitment.  In
the event that the Total Commitment  shall have expired or been terminated,  the
Pro Rata  Percentage  with respect to any Lender shall be such Lender's Pro Rata
Percentage  most recently in effect prior to such  expiration or  termination of
the Total Commitment,  giving effect to any subsequent  assignments  pursuant to
Section 9.04.

                  "Projections"  shall have the meaning assigned to such term in
Section 3.05(b).

                  "RCRA" shall mean the Resources Conservation and Recovery Act,
as the same may be amended from time to time.

                  "Register"  shall have the meaning  given such term in Section
9.04(d).

                  "Regulation  D" shall mean  Regulation  D of the Board as from
time to time in effect and all official rulings and  interpretations  thereunder
or thereof.

                  "Regulation  U" shall mean  Regulation  U of the Board as from
time to time in effect and all official rulings and  interpretations  thereunder
or thereof.

                  "Regulation  X" shall mean  Regulation  X of the Board as from
time to time in effect and all official rulings and  interpretations  thereunder
or thereof.

                  "Reportable  Event" shall mean any reportable event as defined
in Section  4043 of ERISA and the  regulations  issued  under such  Section with
respect to a Plan (other than a Multiemployer Plan),  excluding,  however,  such
events as to which the PBGC by  regulation  or by  technical  update  waived the
requirement  of Section  4043(a) of ERISA that it be notified  within 30 days of
the  occurrence  of such  event;  provided  that a failure  to meet the  minimum
funding standard of Section 412 of the Code and of Section 302 of ERISA shall be
a reportable  event  regardless of the issuance of any waiver in accordance with
Section 412(d) of the Code.

                  "Required  Lenders" shall mean, at any time,  (a)(i) the Agent
and Lenders in the  aggregate  holding more than 50% of the Total  Commitment or
(ii) for purposes of  acceleration  pursuant to clause (ii) of Article VII or if
the Total Commitment has been terminated, the Agent and Lenders in the aggregate
representing more than 50% of the aggregate  Revolving Credit Exposure or (b)(i)
Lenders in the  aggregate  holding more than 66-2/3% of the Total  Commitment or
(ii) for purposes of  acceleration  pursuant to clause (ii) of Article VII or if
the Total Commitment has been terminated,  Lenders in the aggregate representing
more than 66-2/3% of the Revolving Credit Exposure.

                  "Responsible  Officer"  of  any  corporation  shall  mean  any
executive officer or Financial Officer of such corporation and any other officer
or  similar  official  thereof   responsible  for  the   administration  of  the
obligations of such corporation in respect of this Agreement.

                  "Revolving  Credit  Exposure"  shall mean, with respect to any
Lender  at any  time,  the  aggregate  principal  amount  at  such  time  of all
outstanding  Standby Loans of such Lender plus the aggregate amount at such time
of such Lender's Swingline Exposure.

                  "Sale  and  Leaseback  Transaction"  shall  have  the  meaning
assigned to such term in Section 6.03.

                  "Significant   Subsidiary"   shall   mean,   on  any  date  of
determination, each of (a) KCSR, (b) Stilwell, (c) Janus, (d) Berger, (e) Berger
LLC, a  subsidiary  of Berger and (f) any other  Subsidiary  the assets of which
represent  on such date more than 10% of the  consolidated  total  assets of the
Borrower and the Consolidated Subsidiaries determined in accordance with GAAP.

                  "Specified  Subsidiary" shall mean, at any time, a Subsidiary,
the  total  assets of which  exceed  at such time 3% of the total  assets of the
Borrower and the Consolidated Subsidiaries, determined in accordance with GAAP.

                  "Spin-Off" shall mean the distribution of all of the shares of
common stock of Stilwell to the shareholders of KCSI.

                  "Standby  Borrowing"  shall  mean a  borrowing  consisting  of
simultaneous Standby Loans from each of the Lenders.

                  "Standby Borrowing Request" shall mean a request made pursuant
to Section 2.04 in the form of Exhibit A-5.

                  "Standby  Loans"  shall mean the  revolving  loans made by the
Lenders to the Borrower  pursuant to Section 2.04.  Each Standby Loan shall be a
Eurodollar Standby Loan or an ABR Loan.

                  "Statutory  Reserves"  shall mean a fraction  (expressed  as a
decimal),  the numerator of which is the number one and the denominator of which
is the  number  one minus  the  aggregate  of the  maximum  reserve  percentages
(including any marginal,  special, emergency or supplemental reserves) expressed
as a decimal  established by the Board and any other banking  authority to which
the Agent is subject (a) with  respect to the Base CD Rate (as such term is used
in the definition of "Alternate Base Rate"), for new negotiable nonpersonal time
deposits in dollars of over  $100,000  with  maturities  approximately  equal to
three months and (b) with respect to the Adjusted  LIBO Rate,  for  Eurocurrency
Liabilities (as defined in Regulation D). Such reserve percentages shall include
any  imposed  pursuant  to  Regulation  D.  Eurodollar  Loans shall be deemed to
constitute   Eurocurrency   Liabilities  and  to  be  subject  to  such  reserve
requirements without benefits of or credit for proration, exemptions or offsets.
Statutory  Reserves shall be adjusted  automatically  on and as of the effective
date of any change in any reserve percentage.

                  "STB" shall mean the  Surface  Transportation  Board,  a board
established  within the Department of  Transportation  or any successor  Federal
agency charged with similar regulation of common carriers.

                  "Stilwell" shall mean Stilwell Financial, Inc., a Delaware
corporation  that at all times  prior to the  Spin-Off  will be a direct  wholly
owned subsidiary of KCSI.

                  "subsidiary"  shall  mean,  with  respect to any  person,  any
corporation,  partnership,  limited  liability  company,  association  or  other
business entity of which  securities or other ownership  interests  representing
more than 50% of the  equity or more than 50% of the  ordinary  voting  power or
more than 50% of the general partnership  interests or limited liability company
interests or other  ownership  interests are, at the time any  determination  is
being made, owned, controlled or held.

                  "Subsidiary" shall mean any subsidiary of the Borrower.

                  "Swingline   Exposure"  means,  at  any  time,  the  aggregate
principal amount of all Swingline Loans  outstanding at such time. The Swingline
Exposure  of any Lender at any time shall equal its Pro Rata  Percentage  of the
aggregate Swingline Exposure at such time.

                  "Swingline  Lender" means Chase,  in its capacity as lender of
Swingline Loans hereunder or another Lender that has agreed to provide Swingline
Loans hereunder;  provided that the Borrower shall have delivered to the Agent a
written  notice that it has  elected to replace  Chase as  Swingline  Lender (it
being  understood that there shall be only one Swingline Lender hereunder at any
time).

                  "Swingline Loan" means a Loan made pursuant to Section 2.22.

                  "Total Commitment" shall mean at any time the aggregate amount
of the Lenders' Commitments, as in effect at such time.

                  "Transactions" shall have the meaning assigned to such term in
Section 3.02.

                  "Transfer  Transaction"  shall  mean a  transaction  on  terms
consistent in all material respects with those disclosed to the Lenders prior to
the date of this Agreement and  consummated  prior to the Spin-Off in which KCSI
contributed  to Stilwell the assets and  operations  of KCSI's  financial  asset
management  business,  including (i) 100% of the capital  stock of Berger,  (ii)
approximately 82% of the capital stock of Janus, (iii)  approximately 32% of the
capital stock of DST Systems and (iv)  approximately 80% of the capital stock of
Nelson.

                  "Type",  when used in respect of any Loan or Borrowing,  shall
refer to the Rate by  reference  to which  interest on such Loan or on the Loans
comprising  such  Borrowing is  determined.  For purposes  hereof,  "Rate" shall
include the Adjusted LIBO Rate,  the LIBO Rate,  the Alternate Base Rate and the
Fixed Rate.

                  "Unfunded   Liabilities"   shall   mean,   on  any   date   of
determination,  (a) in the case of  Multiemployer  Plans and  Multiple  Employer
Plans,  the liability of the Borrower and the Subsidiaries if they were to incur
a  complete  withdrawal  from  each  such  plan and (b) in the case of all other
Plans, all "unfunded benefit  liabilities" as defined in Section  4001(a)(18) of
ERISA.

                  "Utilization Fee" shall have the meaning assigned to such term
in Section 2.06(b).

                  "Withdrawal Liability" shall mean liability to a Multiemployer
Plan as a result of a complete  or partial  withdrawal  from such  Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02.  Terms  GenerallySECTION  1.02. Terms Generally.
The  definitions  in Section  1.01 shall apply  equally to both the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine,  feminine and neuter forms. The words
"include",  "includes"  and  "including"  shall be deemed to be  followed by the
phrase  "without  limitation".  All  references  herein to  Articles,  Sections,
Exhibits and Schedules  shall be deemed  references to Articles and Sections of,
and Exhibits and Schedules to, this Agreement unless the context shall otherwise
require.  Except  as  otherwise  expressly  provided  herein,  all  terms  of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided,  however,  that, for purposes of determining
compliance  with any  covenant  set forth in Article  VI,  such  terms  shall be
construed  in  accordance  with GAAP as in effect on the date of this  Agreement
applied  on a basis  consistent  with  the  application  used in  preparing  the
Borrower's  audited  financial  statements  referred to in Section  3.05. In the
event  that  any  change  in  GAAP  materially  affects  any  provision  of this
Agreement,  the parties hereto agree that, at the request of the Borrower or the
Required  Lenders,  they  shall  negotiate  in good  faith in order to amend the
affected  provisions  in  such  a way as  will  restore  the  parties  to  their
respective  positions  prior to such change,  and,  following  any such request,
until such amendment  becomes  effective,  the Borrower's  compliance  with such
provisions  shall be  determined  on the basis of GAAP as in effect  immediately
before such change in GAAP became effective.

ARTICLE II.  THE CREDITSARTICLE II.  THE CREDITS

                  SECTION 2.01. CommitmentsSECTION 2.01. Commitments. Subject to
the terms and  conditions  and relying upon the  representations  and warranties
herein set forth, each Lender agrees, severally and not jointly, to make Standby
Loans to the  Borrower,  at any time and from time to time on and after the date
hereof and until the earlier of the  Maturity  Date and the  termination  of the
Commitment  of  such  Lender,  in an  aggregate  principal  amount  at any  time
outstanding not to exceed such Lender's Commitment minus the amount by which the
Competitive  Loans  outstanding at such time or Swingline  Loans  outstanding at
such time shall be deemed to have used such Commitment pursuant to Section 2.16,
subject, however, to the conditions that at no time shall (a) the sum of (i) the
total Revolving Credit Exposures plus (ii) the outstanding  aggregate  principal
amount of all Competitive Loans made by all Lenders exceed the Total Commitment,
and (b) such Lender's Revolving Credit Exposure exceed such Lender's Commitment.
Each Lender's  Commitment is set forth opposite its respective  name in Schedule
2.01.  Such  Commitments may be terminated or reduced from time to time pursuant
to Section 2.11.

                  Within the foregoing limits,  the Borrower may borrow,  pay or
prepay and  reborrow  hereunder,  on and after the date  hereof and prior to the
Maturity  Date,  subject  to the terms,  conditions  and  limitations  set forth
herein.

                  SECTION 2.02.  LoansSECTION 2.02. Loans. (a) Each Standby Loan
shall be made as part of a  Borrowing  consisting  of Loans made by the  Lenders
ratably  in  accordance  with their  Commitments;  provided,  however,  that the
failure of any Lender to make any Standby  Loan shall not in itself  relieve any
other Lender of its obligation to lend hereunder (it being understood,  however,
that no Lender shall be responsible  for the failure of any other Lender to make
any Loan required to be made by such other Lender).  Each Competitive Loan shall
be made in accordance with the procedures set forth in Section 2.03. The Standby
Loans or Competitive  Loans or Swingline Loans comprising any Borrowing shall be
(i) in the case of Competitive Loans, in an aggregate  principal amount which is
an integral  multiple of $1,000,000  and not less than  $5,000,000,  (ii) in the
case of Standby  Loans,  in an aggregate  principal  amount which is an integral
multiple of $1,000,000 and not less than  $5,000,000 (or an aggregate  principal
amount equal to the remaining balance of the available Commitments) and (iii) in
the case of  Swingline  Loans,  in an  aggregate  principal  amount  which is an
integral multiple of $100,000 and not less than $500,000.

                  (b) Each Competitive  Borrowing shall be comprised entirely of
Eurodollar  Competitive  Loans or Fixed Rate Loans,  and each Standby  Borrowing
shall be comprised  entirely of Eurodollar  Standby  Loans or ABR Loans,  as the
Borrower may request  pursuant to Section 2.03 or 2.04, as applicable,  and each
Swingline Loan shall be comprised  entirely of ABR Loans unless otherwise agreed
by the Borrower  and the  Swingline  Lender  pursuant to Section  2.08(d).  Each
Lender may at its option make any  Eurodollar  Loan by causing  any  domestic or
foreign branch or Affiliate of such Lender to make such Loan;  provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in  accordance  with the terms of this  Agreement.  Borrowings of more
than one Type may be outstanding at the same time; provided,  however,  that the
Borrower shall not be entitled to request any Borrowing  which,  if made,  would
result in an  aggregate  of more than  thirteen  separate  Standby  Loans of any
Lender  being  outstanding  hereunder  at any  one  time.  For  purposes  of the
foregoing,  Loans having different Interest Periods,  regardless of whether they
commence on the same date, shall be considered separate Loans.

                  (c) Subject to Section 2.05,  each Lender shall make each Loan
to be made by it  hereunder on the  proposed  date  thereof by wire  transfer of
immediately  available  funds to the Agent in New York, New York, not later than
12:00 noon,  New York City time, and the Agent shall by 3:00 p.m., New York City
time,  credit the  amounts so received  to the  general  deposit  account of the
Borrower with the Agent or, if a Borrowing  shall not occur on such date because
any condition  precedent  herein  specified  shall not have been met, return the
amounts so received to the respective  Lenders;  provided that  Swingline  Loans
shall be made as provided in Section  2.22.  Competitive  Loans shall be made by
the Lender or Lenders whose  Competitive Bids therefor are accepted  pursuant to
Section 2.03 in the amounts so accepted  and Standby  Loans shall be made by the
Lenders pro rata in accordance  with Section 2.16.  The failure of any Lender to
make any Loan  required to be made by it shall not  relieve any other  Lender of
its obligations hereunder; provided that the Commitments and Competitive Bids of
the  Lenders  are  several  and no  Lender  shall be  responsible  for any other
Lender's failure to make Loans as required. Unless the Agent shall have received
notice from a Lender  prior to the date of any  Borrowing  that such Lender will
not make  available to the Agent such Lender's  portion of such  Borrowing,  the
Agent may assume that such Lender has made such  portion  available to the Agent
on the date of such  Borrowing in  accordance  with this  paragraph  (c) and the
Agent may, in reliance upon such  assumption,  make available to the Borrower on
such date a  corresponding  amount.  If and to the extent that such Lender shall
not have made such portion  available to the Agent, such Lender and the Borrower
severally  agree to repay to the Agent  forthwith  on demand such  corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the Agent
at (i) in the case of the Borrower,  the interest rate applicable at the time to
the Loans  comprising  such  Borrowing and (ii) in the case of such Lender,  the
Federal  Funds  Effective  Rate.  If such  Lender  shall repay to the Agent such
corresponding amount, such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower  shall not be entitled to request any Borrowing if the Interest  Period
requested with respect thereto would end after the Maturity Date.

                  SECTION   2.03.   Competitive   Bid   ProcedureSECTION   2.03.
Competitive  Bid  Procedure.  (a) In  order to  request  Competitive  Bids,  the
Borrower  shall hand  deliver,  telex or telecopy to the Agent a duly  completed
Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the
Agent (i) in the case of a  Eurodollar  Competitive  Borrowing,  not later  than
10:00 a.m., New York City time, four Business Days before a proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate  Borrowing,  not later than 10:00
a.m.,  New York City  time,  one  Business  Day  before a  proposed  Competitive
Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive
Bid Request.  A Competitive Bid Request that does not conform  substantially  to
the format of Exhibit A-1 may be rejected in the Agent's  sole  discretion,  and
the Agent  shall  promptly  notify the  Borrower of such  rejection  by telex or
telecopier.  Such request shall in each case refer to this Agreement and specify
(x) whether the Borrowing then being  requested is to be a Eurodollar  Borrowing
or a Fixed Rate  Borrowing,  (y) the date of such  Borrowing  (which  shall be a
Business Day) and the  aggregate  principal  amount  thereof which shall be in a
minimum   principal  amount  of  $5,000,000  and  in  an  integral  multiple  of
$1,000,000,  and (z) the Interest Period with respect thereto (which may not end
after the  Maturity  Date).  Promptly  after its  receipt of a  Competitive  Bid
Request that is not rejected as aforesaid,  the Agent shall invite by telecopier
(in the form set forth in Exhibit  A-2  hereto) the Lenders to bid, on the terms
and  conditions of this  Agreement,  to make  Competitive  Loans pursuant to the
Competitive Bid Request.

                  (b) Each Lender may, in its sole discretion,  make one or more
Competitive Bids to the Borrower  responsive to a Competitive Bid Request.  Each
Competitive Bid by a Lender must be received by the Agent via telecopier, in the
form  of  Exhibit  A-3  hereto,  (i) in the  case  of a  Eurodollar  Competitive
Borrowing,  not later than 9:30 a.m.,  New York City time,  three  Business Days
before a  proposed  Competitive  Borrowing  and (ii) in the case of a Fixed Rate
Borrowing,  not  later  than 9:30  a.m.,  New York  City  time,  on the day of a
proposed  Competitive  Borrowing.  Multiple  bids will be accepted by the Agent.
Competitive Bids that do not conform  substantially to the format of Exhibit A-3
may be rejected by the Agent after conferring with, and upon the instruction of,
the Borrower,  and the Agent shall notify the Lender  making such  nonconforming
bid of such rejection as soon as practicable.  Each  Competitive Bid shall refer
to this  Agreement  and specify (x) the  principal  amount  (which shall be in a
minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000
and which may equal the entire  principal  amount of the  Competitive  Borrowing
requested by the Borrower) of the  Competitive  Loan or Loans that the Lender is
willing to make to the Borrower,  (y) the Competitive Bid Rate or Rates at which
the  Lender  is  prepared  to make the  Competitive  Loan or  Loans  and (z) the
Interest Period and the last day thereof.  If any Lender shall elect not to make
a Competitive  Bid, such Lender shall so notify the Agent via  telecopier (I) in
the case of Eurodollar  Competitive  Loans,  not later than 9:30 a.m.,  New York
City time, three Business Days before a proposed Competitive Borrowing, and (II)
in the case of Fixed Rate Loans,  not later than 9:30 a.m.,  New York City time,
on the day of a proposed Competitive Borrowing;  provided, however, that failure
by any Lender to give such notice shall not cause such Lender to be obligated to
make any Competitive Loan as part of such Competitive  Borrowing.  A Competitive
Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

                  (c) The Agent shall promptly notify the Borrower by telecopier
of all the  Competitive  Bids made, the  Competitive  Bid Rate and the principal
amount of each  Competitive  Loan in respect of which a Competitive Bid was made
and the  identity of the Lender that made each bid.  The Agent shall send a copy
of all  Competitive  Bids to the Borrower for its records as soon as practicable
after completion of the bidding process set forth in this Section 2.03.

                  (d) The  Borrower  may in its  sole and  absolute  discretion,
subject  only to the  provisions  of this  paragraph  (d),  accept or reject any
Competitive  Bid referred to in paragraph (c) above.  The Borrower  shall notify
the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid
Accept/Reject  Letter in the form of Exhibit  A-4  hereto,  whether  and to what
extent it has decided to accept or reject any of or all the bids  referred to in
paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing,  not
later than 10:30 a.m., New York City time, three Business Days before a proposed
Competitive Borrowing,  and (y) in the case of a Fixed Rate Borrowing, not later
than  10:30  a.m.,  New York City  time,  on the day of a  proposed  Competitive
Borrowing;  provided, however, that (i) the failure by the Borrower to give such
notice  shall  be  deemed  to be a  rejection  of all the  bids  referred  to in
paragraph  (c)  above,  (ii)  the  Borrower  shall  not  accept  a bid made at a
particular Competitive Bid Rate if the Borrower has decided to reject a bid made
at a lower  Competitive Bid Rate,  (iii) the aggregate amount of the Competitive
Bids accepted by the Borrower shall not exceed the principal amount specified in
the  Competitive  Bid  Request  and  shall be in a minimum  principal  amount of
$5,000,000, (iv) if the Borrower shall accept a bid or bids made at a particular
Competitive  Bid Rate but the amount of such bid or bids  shall  cause the total
amount of bids to be accepted by the Borrower to exceed the amount  specified in
the  Competitive  Bid Request,  then the Borrower shall accept a portion of such
bid or bids in an amount equal to the amount  specified in the  Competitive  Bid
Request less the amount of all other  Competitive  Bids accepted with respect to
such Competitive Bid Request, which acceptance,  in the case of multiple bids at
such  Competitive Bid Rate, shall be made pro rata in accordance with the amount
of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause
(iv)  above,  no bid  shall be  accepted  for a  Competitive  Loan  unless  such
Competitive Loan is in a minimum  principal amount of $5,000,000 and an integral
multiple of $1,000,000;  provided further,  however,  that if a Competitive Loan
must be in an amount less than  $5,000,000  because of the  provisions of clause
(iv) above,  such  Competitive  Loan may be for a minimum of  $1,000,000  or any
integral  multiple  thereof,  and in  calculating  the pro  rata  allocation  of
acceptances  of portions of multiple bids at a particular  Competitive  Bid Rate
pursuant to clause (iv) the amounts  shall be rounded to integral  multiples  of
$1,000,000  in a manner  which shall be in the  discretion  of the  Borrower.  A
notice  given  by  the  Borrower   pursuant  to  this  paragraph  (d)  shall  be
irrevocable.

                  (e) The  Agent  shall  promptly  notify  each  bidding  Lender
whether or not its  Competitive Bid has been accepted (and if so, in what amount
and at what  Competitive  Bid  Rate) by  telecopy  sent by the  Agent,  and each
successful  bidder will thereupon become bound,  subject to the other applicable
conditions  hereof, to make the Competitive Loan in respect of which its bid has
been accepted.

                  (f) A  Competitive  Bid Request  shall not be made within five
Business Days after the date of any previous Competitive Bid Request.

                  (g) If the Agent  shall elect to submit a  Competitive  Bid in
its capacity as a Lender,  it shall submit such bid directly to the Borrower one
quarter of an hour earlier  than the latest time at which the other  Lenders are
required to submit their bids to the Agent pursuant to paragraph (b) above.

                  (h) All Notices  required by this  Section 2.03 shall be given
in accordance with Section 9.01.

                  SECTION 2.04. Standby Borrowing ProcedureSECTION 2.04. Standby
Borrowing Procedure. In order to request a Standby Borrowing, the Borrower shall
hand deliver or telecopy to the Agent in the form of Exhibit A-5 (a) in the case
of a  Eurodollar  Standby  Borrowing,  not later than 10:30 a.m.,  New York City
time, three Business Days before a proposed  borrowing and (b) in the case of an
ABR  Borrowing,  not later than 10:30 a.m.,  New York City time, on the day of a
proposed borrowing.  No Fixed Rate Loan shall be requested or made pursuant to a
Standby  Borrowing  Request.  Such notice shall be irrevocable and shall in each
case  specify  (i)  whether  the  Borrowing  then  being  requested  is  to be a
Eurodollar Standby Borrowing or an ABR Borrowing;  (ii) the date of such Standby
Borrowing  (which shall be a Business Day) and the amount thereof;  and (iii) if
such Borrowing is to be a Eurodollar Standby Borrowing, the Interest Period with
respect thereto. If no election as to the Type of Standby Borrowing is specified
in any  such  notice,  then  the  requested  Standby  Borrowing  shall be an ABR
Borrowing.  If no  Interest  Period  with  respect  to  any  Eurodollar  Standby
Borrowing is specified in any such notice,  then the Borrower shall be deemed to
have selected an Interest Period of one month's duration.  If the Borrower shall
not have given  notice in  accordance  with this Section 2.04 of its election to
refinance a Standby  Borrowing prior to the end of the Interest Period in effect
for such Borrowing,  then the Borrower shall (unless such Borrowing is repaid at
the end of such  Interest  Period) be deemed to have given notice of an election
to refinance  such  Borrowing  with an ABR  Borrowing.  The Agent shall promptly
advise the Lenders of any notice given pursuant to this Section 2.04 and of each
Lender's portion of the requested Borrowing.

                  SECTION  2.05.  RefinancingsSECTION  2.05.  Refinancings.  The
Borrower may refinance all or any part of any Borrowing  with a Borrowing of the
same or a different Type made pursuant to Section 2.03 or Section 2.04,  subject
to the  conditions  and  limitations  set forth  herein  and  elsewhere  in this
Agreement,   including  refinancings  of  Competitive  Borrowings  with  Standby
Borrowings and Standby Borrowings with Competitive Borrowings.  Any Borrowing or
part  thereof  so  refinanced  shall be deemed to be repaid in  accordance  with
Section 2.07 with the proceeds of a new Borrowing  hereunder and the proceeds of
the new Borrowing,  to the extent they do not exceed the principal amount of the
Borrowing being refinanced,  shall not be paid by the Lenders to the Agent or by
the Agent to the Borrower pursuant to Section 2.02(c);  provided,  however, that
(i) if the principal  amount  extended by a Lender in a  refinancing  is greater
than the  principal  amount  extended  by such  Lender  in the  Borrowing  being
refinanced,  then  such  Lender  shall  pay such  difference  to the  Agent  for
distribution  to the  Lenders  described  in (ii) below,  (ii) if the  principal
amount  extended by a Lender in the Borrowing  being  refinanced is greater than
the principal amount being extended by such Lender in the refinancing, the Agent
shall return the difference to such Lender out of amounts  received  pursuant to
(i) above, and (iii) to the extent any Lender fails to pay the Agent amounts due
from it pursuant to (i) above, any Loan or portion thereof being refinanced with
such  amounts  shall not be deemed  repaid in  accordance  with Section 2.07 and
shall be payable by the  Borrower.  This  Section  shall not apply to  Swingline
Borrowings, which may not be refinanced.

                  SECTION 2.06.  FeesSECTION 2.06. Fees. (a) The Borrower agrees
to pay to each Lender, through the Agent, a facility fee (a "Facility Fee") at a
rate per annum equal to the Applicable Percentage from time to time in effect on
the amount of the Commitment of such Lender,  whether used or unused, during the
period  commencing  with the date hereof to but excluding the date on which such
Commitment  terminates;  provided  that if such  Lender  continues  to have  any
Revolving  Credit Exposure after its Commitment  terminates,  then such Facility
Fee shall  continue  to accrue on the daily  amount of such  Lender's  Revolving
Credit  Exposure from and including the date on which its Commitment  terminates
to but  excluding  the date on which such  Lender  ceases to have any  Revolving
Credit  Exposure.  Accrued Facility Fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on which
the Commitments terminate,  commencing on the first such date to occur after the
date hereof;  provided that any Facility  Fees accruing  after the date on which
the Commitments terminate shall be payable on demand. All Facility Fees shall be
computed  on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

                  (b) For any day on which the outstanding  principal  amount of
Loans shall be greater than 33% of the total Commitments, the Borrower shall pay
to the Agent for the account of each Lender a  utilization  fee (a  "Utilization
Fee")  equal to  0.125%  per  annum on the  aggregate  amount  of each  Lender's
outstanding  Loans on such day. The accrued  Utilization  Fees, if any, shall be
payable in arrears on the last day of each March,  June,  September and December
and on the date or dates on which the Commitments  terminate and any outstanding
Loans are repaid.  All Utilization Fees shall be computed on the basis of a year
of 360  days  and  shall  be  payable  for the  actual  number  of days  elapsed
(including the first day but excluding the last day).

                  (c) The Borrower agrees to pay the Agent, for its own account,
the fees (the "Agent's Fees") at the times and in the amounts  previously agreed
by the Borrower and the Agent.

                  (d) All Fees  shall be paid on the dates due,  in  immediately
available funds, to the Agent for distribution, if and as appropriate, among the
Lenders. Once paid, none of the Fees shall be refundable under any circumstances
absent manifest error.

                  SECTION  2.07.  Repayment  of Loans;  Evidence of  DebtSECTION
2.07.   Repayment  of  Loans;   Evidence  of  Debt.  (a)  The  Borrower   hereby
unconditionally  promises to pay (i) to the Administrative Agent for the account
of each Lender the then unpaid  principal  amount of each  Revolving Loan on the
Maturity Date, (ii) to the  Administrative  Agent for the account of each Lender
the then unpaid principal amount of each Competitive Loan on the last day of the
Interest  Period  applicable to such Loan and (iii) to the Swingline  Lender the
then  unpaid  principal  amount of each  Swingline  Loan on the  earlier  of the
Maturity  Date and the fifth  Business  Day after such  Swingline  Loan is made;
provided that on each date that a Revolving  Borrowing or Competitive  Borrowing
is made, the Borrower shall repay all Swingline Loans then outstanding.

                  (b) The  outstanding  principal  balance  of each  Competitive
Loan, each Standby Loan and each Swingline Loan shall be payable on the last day
of the Interest  Period  applicable to such Loan and on the Maturity Date.  Each
Competitive  Loan, each Standby Loan and each Swingline Loan shall bear interest
from the date thereof on the outstanding  principal balance thereof as set forth
in Section  2.08.  Each  Lender  shall  maintain  in  accordance  with its usual
practice  an account or  accounts  evidencing  the  indebtedness  to such Lender
resulting  from each Loan made by such Lender from time to time,  including  the
amounts of principal and interest payable and paid such Lender from time to time
under this Agreement.  The Agent shall maintain accounts in which it will record
(i) the amount of each Loan made  hereunder,  the Type of each Loan made and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and  payable or to become due and payable  from the  Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Agent  hereunder  from
the Borrower and each Lender's share  thereof.  The entries made in the accounts
maintained  pursuant to this  Section  2.07 shall,  to the extent  permitted  by
applicable  law, be prima facie  evidence  of the  existence  and amounts of the
obligations therein recorded;  provided, however, that the failure of any Lender
or the Agent to maintain  such  accounts or any error  therein  shall not in any
manner  (i)  affect  the  obligations  of the  Borrower  to repay  the  Loans in
accordance  with their  terms or (ii)  cause the  Borrower's  obligations  to be
greater than they would have been absent such failure or error.

                  (c) Any Lender may request  that Loans made by it be evidenced
by a promissory  note. In such event,  the Borrower shall  prepare,  execute and
deliver to such  Lender a  promissory  note  payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form  approved  by the  Agent.  Thereafter,  the  Loans  evidenced  by such
promissory  note and  interest  thereon  shall  at all  times  (including  after
assignment  pursuant to Section 9.04) be represented  by one or more  promissory
notes in such form payable to the order of the payee named  therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

                  SECTION  2.08.  Interest  on  LoansSECTION  2.08.  Interest on
Loans.  (a) Subject to the provisions of Section 2.09, the Loans comprising each
Eurodollar  Borrowing  shall bear interest  (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to (i)
in the case of each  Eurodollar  Standby  Loan,  the Adjusted  LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Percentage, and
(ii) in the case of each  Eurodollar  Competitive  Loan,  the LIBO  Rate for the
Interest  Period in effect for such  Borrowing  plus the  Margin  offered by the
Lender  making such Loan and accepted by the Borrower  pursuant to Section 2.03.
Interest  on each  Eurodollar  Borrowing  shall be  payable  on each  applicable
Interest  Payment  Date.  The  Adjusted  LIBO  Rate and the  LIBO  Rate for each
Interest Period shall be determined by the Agent, and such  determination  shall
be  conclusive  absent  manifest  error.  The Agent  shall  promptly  advise the
Borrower and each Lender, as appropriate, of such determination.

                  (b)  Subject  to the  provisions  of Section  2.09,  the Loans
comprising each ABR Borrowing shall bear interest  (computed on the basis of the
actual  number of days elapsed  over a year of 365 or 366 days,  as the case may
be, when  determined  by reference to the Prime Rate and over a year of 360 days
at all other  times) at a rate per annum equal to the  Alternate  Base Rate plus
the Applicable  Percentage.  Interest on each ABR Borrowing  shall be payable on
each  applicable  Interest  Payment  Date.  The  Alternate  Base  Rate  shall be
determined  by the Agent,  and such  determination  shall be  conclusive  absent
manifest error.  The Agent shall promptly advise the Borrower and each Lender of
such determination.

                  (c) Subject to the provisions of Section 2.09, each Fixed Rate
Loan  shall  bear  interest  at a rate per annum  (computed  on the basis of the
actual  number of days  elapsed over a year of 360 days) equal to the fixed rate
of interest  offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section  2.03.  Interest on each Fixed Rate Loan shall be payable on
the Interest Payment Dates applicable to such Loan except as otherwise  provided
in this Agreement.

                  (d) Subject to the provisions of Section 2.09,  each Swingline
Loan shall bear  interest  (computed  on the basis of the actual  number of days
elapsed  over a year of 365 or 366  days,  as the case may be) at such  rate per
annum as shall be agreed to in writing by the Borrower and the Swingline  Lender
with respect to such Swingline Loan or, if no such agreement shall be made, at a
rate per annum equal to the Alternate Base Rate. Interest on each Swingline Loan
shall be payable on each applicable Interest Payment Date.

                  SECTION 2.09. Default  InterestSECTION 2.09. Default Interest.
If the Borrower  shall default in the payment of the principal of or interest on
any Loan or any other  amount  becoming  due  hereunder,  whether  by  scheduled
maturity, notice of prepayment, acceleration or otherwise, the Borrower shall on
demand from time to time from the Agent pay interest, to the extent permitted by
law,  on such  defaulted  amount  up to (but not  including)  the date of actual
payment (after as well as before  judgment) at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 360 days) equal to the
Alternate Base Rate plus the Applicable Percentage plus 2%.

                  SECTION  2.10.   Alternate  Rate  of   InterestSECTION   2.10.
Alternate Rate of Interest. In the event, and on each occasion,  that on the day
two  Business  Days  prior to the  commencement  of any  Interest  Period  for a
Eurodollar Borrowing the Agent shall have determined that dollar deposits in the
principal  amounts of the  Eurodollar  Loans  comprising  such Borrowing are not
generally  available in the London interbank  market, or that the rates at which
such dollar  deposits are being offered will not  adequately  and fairly reflect
the cost to any Lender of making or maintaining  its Eurodollar Loan during such
Interest  Period,  or that reasonable  means do not exist for  ascertaining  the
Adjusted  LIBO Rate or the LIBO Rate,  the Agent shall,  as soon as  practicable
thereafter,  give  written  or  telecopy  notice  of such  determination  to the
Borrower  and the  Lenders.  In the event of any such  determination,  until the
Agent shall have advised the  Borrower  and the Lenders  that the  circumstances
giving rise to such notice no longer exist,  (i) any request by the Borrower for
a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force
and effect and shall be denied by the Agent and (ii) any request by the Borrower
for a Eurodollar  Standby Borrowing  pursuant to Section 2.04 shall be deemed to
be a request for an ABR Borrowing.  In the event of any such determination,  the
Lenders shall  negotiate with the Borrower,  at its request,  as to the interest
rate which the Loans comprising such an ABR Borrowing shall bear;  provided that
such Loans  shall bear  interest  as  provided  in Section  2.08(b)  pending the
execution by the Borrower and the Lenders of a written agreement providing for a
different  interest rate.  Each  determination  by the Agent  hereunder shall be
conclusive absent manifest error.

                  SECTION 2.11.  Termination and Reduction of CommitmentsSECTION
2.11. Termination and Reduction of Commitments. (a) Upon at least three Business
Days' prior  irrevocable  written or telecopy notice to the Agent,  the Borrower
may at any time in whole  permanently  terminate,  or from  time to time in part
permanently  reduce,  the Total  Commitment;  provided,  however,  that (i) each
partial  reduction of the Total Commitment  shall be in an integral  multiple of
$1,000,000  and in a minimum  principal  amount of  $5,000,000  and (ii) no such
termination or reduction shall be made if, after giving effect to any concurrent
prepayment  of the  Loans  in  accordance  with  Section  2.12,  the  sum of the
Revolving  Credit Exposures plus the aggregate  outstanding  principal amount of
the Competitive Loans would exceed the Total Commitment.

                  (b) Each reduction in the Total Commitment  hereunder shall be
made ratably among the Lenders in accordance with their respective  Commitments.
The Borrower shall pay to the Agent for the account of the Lenders,  on the date
of each  termination  or  reduction,  the  Facility  Fees on the  amount  of the
Commitments  so  terminated  or  reduced   accrued  through  the  date  of  such
termination or reduction.

                  (c)  Unless previously terminated, the Commitments shall
terminate on the Maturity Date.

                  SECTION  2.12.  PrepaymentSECTION  2.12.  Prepayment.  (a) The
Borrower  shall  have the right at any time and from time to time to prepay  any
Standby  Borrowing,  in whole or in part, upon giving written or telecopy notice
(or telephone  notice promptly  confirmed by written or telecopy  notice) to the
Agent:  (i) before 10:00 a.m., New York City time,  three Business Days prior to
prepayment,  in the case of Eurodollar  Loans,  and (ii) before 10:00 a.m.,  New
York City time, one Business Day prior to prepayment,  in the case of ABR Loans;
provided,  however,  that each partial prepayment shall be in an amount which is
an integral  multiple of $1,000,000 and not less than  $5,000,000.  The Borrower
shall not have the right to prepay any Competitive Borrowing.

                  (b) On  the  date  of  any  termination  or  reduction  of the
Commitments  pursuant to Section 2.11,  the Borrower shall pay or prepay so much
of the Standby  Borrowings  as shall be  necessary  in order that the  aggregate
principal  amount  of the  Competitive  Loans  and the  total  Revolving  Credit
Exposures  will not  exceed the Total  Commitment  after  giving  effect to such
termination  or  reduction.  In  the  event  of  any  termination  of all of the
Commitments,  the Borrower shall repay or prepay all  outstanding  Standby Loans
and all outstanding Swingline Loans on the date of such termination.

                  (c) Each notice of  prepayment  shall  specify the  prepayment
date and the  principal  amount of each  Borrowing  (or  portion  thereof) to be
prepaid,  shall be  irrevocable  and shall  commit the  Borrower  to prepay such
Borrowing (or portion  thereof) by the amount stated  therein on the date stated
therein.  All  prepayments  under this  Section 2.12 shall be subject to Section
2.15 but shall  otherwise be without premium or penalty.  All prepayments  under
this  Section 2.12 shall be  accompanied  by accrued  interest on the  principal
amount being prepaid to the date of payment.

                  SECTION    2.13.    Reserve     Requirements;     Change    in
CircumstancesSECTION  2.13. Reserve Requirements;  Change in Circumstances.  (a)
Notwithstanding  any other provision herein, if after the date of this Agreement
any  change  in  applicable  law  or  regulation  or in  the  interpretation  or
administration   thereof  by  any  governmental   authority   charged  with  the
interpretation  or  administration  thereof  (whether or not having the force of
law)  shall  change  the basis of  taxation  of  payments  to any  Lender of the
principal of or interest on any Eurodollar  Loan or Fixed Rate Loan made by such
Lender or any Fees or other  amounts  payable  hereunder  (other than changes in
respect  of taxes  imposed  on the  overall  net  income  of such  Lender by the
jurisdiction in which such Lender has its principal or applicable lending office
or by any political  subdivision or taxing authority therein),  or shall impose,
modify or deem applicable any reserve,  special  deposit or similar  requirement
against  assets of,  deposits  with or for the account of or credit  extended by
such Lender  (except any such  reserve  requirement  which is  reflected  in the
Adjusted  LIBO Rate),  or shall  impose on such  Lender or the London  interbank
market any other  condition  affecting this Agreement or any Eurodollar  Loan or
Fixed  Rate Loan made by such  Lender,  and the  result of any of the  foregoing
shall be to increase the direct cost to such Lender of making or maintaining any
Eurodollar  Loan or Fixed Rate Loan or to reduce the amount of any sum  received
or  receivable by such Lender  hereunder or (whether of  principal,  interest or
otherwise) by an amount  reasonably  deemed by such Lender to be material,  then
the  Borrower  will pay to such Lender upon  demand  such  additional  amount or
amounts as will  compensate  such Lender for such  additional  costs incurred or
reduction suffered.  Notwithstanding the foregoing,  no Lender shall be entitled
to request  compensation  under this paragraph  with respect to any  Competitive
Loan if it shall have been aware of the change  giving  rise to such  request at
the time of submission of the Competitive Bid pursuant to which such Competitive
Loan shall have been made.

                  (b) If any Lender shall have determined that the applicability
of any law, rule,  regulation or guideline adopted pursuant to or arising out of
the  July  1988  report  of the  Basle  Committee  on  Banking  Regulations  and
Supervisory Practices entitled "International Convergence of Capital Measurement
and Capital Standards",  or the adoption after the date hereof of any other law,
rule,  regulation or guideline regarding capital adequacy,  or any change in any
of  the  foregoing  or in the  interpretation  or  administration  of any of the
foregoing  by any  governmental  authority,  central bank or  comparable  agency
charged with the interpretation or administration  thereof, or compliance by any
Lender (or any lending  office of such Lender) or any Lender's  holding  company
with any request or directive  regarding capital adequacy (whether or not having
the force of law) of any such authority,  central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Lender's capital
or on the capital of such Lender's holding company,  if any, as a consequence of
this Agreement or the Loans made by such Lender pursuant hereto to a level below
that which such Lender or such Lender's  holding company could have achieved but
for  such   applicability,   adoption,   change  or   compliance   (taking  into
consideration  such Lender's  policies and the policies of such Lender's holding
company with respect to capital adequacy) by an amount reasonably deemed by such
Lender to be  material,  then from time to time the  Borrower  shall pay to such
Lender such additional  amount or amounts as will compensate such Lender or such
Lender's  holding  company for any such reduction  suffered.  It is acknowledged
that this  Agreement is being  entered into by the Lenders on the  understanding
that  the  Lenders  will not be  required  to  maintain  capital  against  their
Commitments  under  currently   applicable  laws,   regulations  and  regulatory
guidelines.  In the event  the  Lenders  shall be  advised  by any  Governmental
Authority or shall  otherwise  determine on the basis of  pronouncements  of any
Governmental  Authority that such understanding is incorrect,  it is agreed that
the Lenders will be entitled to make claims under this  paragraph (b) based upon
market  requirements  prevailing  on  the  date  hereof  for  commitments  under
comparable credit facilities against which capital is required to be maintained.

                  (c)  Failure on the part of any Lender to demand  compensation
for any  increased  costs or  reduction  in amounts  received or  receivable  or
reduction in return on capital with respect to any period shall not constitute a
waiver of such Lender's right to demand compensation with respect to such period
or any other period.  The  protection of this Section shall be available to each
Lender   regardless   of  any  possible   contention   of  the   invalidity   or
inapplicability  of the law,  rule,  regulation,  guideline  or other  change or
condition which shall have occurred or been imposed.

                  SECTION  2.14.  Change  in  LegalitySECTION  2.14.  Change  in
Legality.  (a)  Notwithstanding any other provision herein, if any change in any
law or regulation or in the interpretation thereof by any governmental authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurodollar  Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Agent, such Lender may:

                  (i) declare that Eurodollar  Loans will not thereafter be made
         by such Lender  hereunder,  whereupon  such  Lender  shall not submit a
         Competitive  Bid in response to a request  for  Eurodollar  Competitive
         Loans  and  any  request  by  the  Borrower  for a  Eurodollar  Standby
         Borrowing shall, as to such Lender only, be deemed a request for an ABR
         Loan unless such declaration shall be subsequently withdrawn; and

                  (ii) require that all outstanding  Eurodollar Loans made by it
         be converted  to ABR Loans,  in which event all such  Eurodollar  Loans
         shall be automatically  converted to ABR Loans as of the effective date
         of such notice as provided in paragraph (b) below.

In the event any Lender shall  exercise its rights under (i) or (ii) above,  and
(x) all payments and  prepayments of principal  which would  otherwise have been
applied to repay the  Eurodollar  Loans that would have been made by such Lender
or the  converted  Eurodollar  Loans of such Lender shall  instead be applied to
repay  the ABR Loans  made by such  Lender  in lieu of,  or  resulting  from the
conversion of, such  Eurodollar  Loans and (y) such Lender shall  negotiate with
the Borrower, at its request, as to the interest rate which such ABR Loans shall
bear;  provided  that such Loans  shall bear  interest  as  provided  in Section
2.08(b)  pending  the  execution  by the  Borrower  and such Lender of a written
agreement providing for a different interest rate.

                  (b) For  purposes  of  this  Section  2.14,  a  notice  to the
Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful,
on the last day of the Interest Period  currently  applicable to such Eurodollar
Loan;  in all other cases such notice  shall be effective on the date of receipt
by the Borrower.

                  SECTION 2.15.  IndemnitySECTION 2.15. Indemnity.  The Borrower
shall  indemnify  each Lender  against any loss or expense which such Lender may
sustain or incur as a consequence  of (a) any failure by the Borrower to fulfill
on the date of any borrowing  hereunder the  applicable  conditions set forth in
Article  IV,  (b) any  failure  by the  Borrower  to borrow or to  refinance  or
continue any Loan hereunder, for any reason other than a default by such Lender,
after irrevocable notice of such borrowing, refinancing or continuation has been
given  pursuant  to  Section  2.03 or  2.04,  (c)  any  payment,  prepayment  or
conversion  of a  Eurodollar  Loan or Fixed  Rate  Loan  required  by any  other
provision of this  Agreement  or  otherwise  made or deemed made on a date other
than the last day of the Interest Period applicable thereto,  (d) any default in
payment or prepayment of the principal amount of any Loan or any part thereof or
interest accrued thereon,  as and when due and payable (at the due date thereof,
whether by scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise)  or (e) the  occurrence of any Event of Default,  including,  in each
such  case,  any loss or  reasonable  expense  sustained  or  incurred  or to be
sustained or incurred in  liquidating  or employing  deposits from third parties
acquired to effect or  maintain  such Loan or any part  thereof as a  Eurodollar
Loan or Fixed Rate Loan. Such loss or reasonable expense shall include an amount
equal to the excess, if any, as reasonably determined by such Lender, of (i) its
cost of obtaining the funds for the Loan being paid,  prepaid,  converted or not
borrowed  (assumed to be the Adjusted  LIBO Rate or, in the case of a Fixed Rate
Loan,  the fixed rate of interest  applicable  thereto)  for the period from the
date of such  payment,  prepayment  or  failure to borrow to the last day of the
Interest  Period  for such Loan (or,  in the case of a failure  to  borrow,  the
Interest  Period for such Loan which  would have  commenced  on the date of such
failure)  over (ii) the amount of interest  (as  reasonably  determined  by such
Lender) that would be realized by such Lender in reemploying  the funds so paid,
prepaid or not borrowed for such period or Interest Period, as the case may be.

                  SECTION  2.16.  Pro  Rata  TreatmentSECTION   2.16.  Pro  Rata
Treatment.  Except as required under Section 2.14, each Standby Borrowing,  each
payment or  prepayment  of principal of any Standby  Borrowing,  each payment of
interest on the Standby Loans, each payment of the Facility Fees, each reduction
of the  Commitments  and  each  refinancing  of  any  Borrowing  with a  Standby
Borrowing  of any  Type,  shall be  allocated  pro rata  among  the  Lenders  in
accordance with their respective Commitments (or, if such Commitments shall have
expired or been terminated,  in accordance with the respective principal amounts
of  their  outstanding   Standby  Loans).  Each  payment  of  principal  of  any
Competitive   Borrowing   shall  be   allocated   pro  rata  among  the  Lenders
participating  in such  Borrowing in accordance  with the  respective  principal
amounts of their outstanding  Competitive Loans comprising such Borrowing.  Each
payment of interest on any  Competitive  Borrowing  shall be allocated  pro rata
among  the  Lenders  participating  in such  Borrowing  in  accordance  with the
respective   amounts  of  accrued  and  unpaid  interest  on  their  outstanding
Competitive  Loans  comprising such  Borrowing.  For purposes of determining the
available  Commitments of the Lenders at any time, each outstanding  Competitive
Borrowing and each  outstanding  Swingline Loan shall be deemed to have utilized
the  Commitments  of the Lenders  (including  those Lenders which shall not have
made Loans as part of such  Competitive  Borrowing  and those Lenders that shall
not have made  Swingline  Loans)  pro rata in  accordance  with such  respective
Commitments.  Each Lender agrees that in computing such Lender's  portion of any
Borrowing to be made  hereunder,  the Agent may, in its  discretion,  round each
Lender's  percentage of such  Borrowing to the next higher or lower whole dollar
amount.

                  SECTION  2.17.  Sharing  of  SetoffsSECTION  2.17.  Sharing of
Setoffs. Each Lender agrees that if it shall, through the exercise of a right of
banker's lien,  setoff or counterclaim  against the Borrower,  or pursuant to, a
secured  claim under  Section 506 of Title 11 of the United States Code or other
security or interest  arising from, or in lieu of, such secured claim,  received
by such Lender under any applicable bankruptcy,  insolvency or other similar law
or otherwise,  or by any other means,  obtain payment (voluntary or involuntary)
in respect of any Standby Loan or Loans or  participations in Swingline Loans as
a  result  of  which  the  unpaid  principal  portion  of the  Standby  Loans or
participations in Swingline Loans shall be proportionately  less than the unpaid
principal  portion of the Standby Loans or  participations in Swingline Loans of
any other Lender, it shall be deemed  simultaneously to have purchased from such
other  Lender at face value,  and shall  promptly  pay to such other  Lender the
purchase price for, a participation in the Standby Loans and  participations  in
Swingline  Loans of such other Lender,  so that the aggregate  unpaid  principal
amount  of the  Standby  Loans  and  participations  in the  Standby  Loans  and
participations  in  Swingline  Loans  held by each  Lender  shall be in the same
proportion to the  aggregate  unpaid  principal  amount of all Standby Loans and
participations  in Swingline Loans then  outstanding as the principal  amount of
its Standby Loans and  participations  in Swingline Loans prior to such exercise
of banker's  lien,  setoff or  counterclaim  or other event was to the principal
amount of all Standby Loans and  participations  in Swingline Loans  outstanding
prior to such exercise of banker's lien,  setoff or counterclaim or other event;
provided,  however, that, if any such purchase or purchases or adjustments shall
be made pursuant to this Section 2.17 and the payment  giving rise thereto shall
thereafter be  recovered,  such  purchase or purchases or  adjustments  shall be
rescinded to the extent of such  recovery  and the  purchase  price or prices or
adjustment  restored without interest.  The Borrower  expressly  consents to the
foregoing  arrangements  and  agrees  that any  Lender  holding a  participation
pursuant to the  foregoing  arrangements  deemed to have been so  purchased  may
exercise  any and all  rights of  banker's  lien,  setoff or  counterclaim  with
respect to any and all moneys  owing by the  Borrower  to such  Lender by reason
thereof as fully as if such  Lender had made a Standby  Loan or  Swingline  Loan
directly to the Borrower in the amount of such participation.

                  SECTION 2.18. PaymentsSECTION 2.18. Payments. (a) The Borrower
shall make each payment (including  principal of or interest on any Borrowing or
any Fees or other  amounts but  excluding  principal  and  interest on Swingline
Loans,  which shall be paid directly to the Swingline  Lender except as provided
in Section  2.22(c))  hereunder and under any other Loan Document not later than
12:00  (noon),  New York City time, on the date when due in dollars to the Agent
at its offices at 270 Park Avenue, New York, New York, in immediately  available
funds.

                  (b) Whenever any payment  (including  principal of or interest
on any Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document  shall  become due, or otherwise  would  occur,  on a day that is not a
Business Day, such payment may be made on the next succeeding  Business Day, and
such  extension  of time shall in such case be  included in the  computation  of
interest or Fees, if applicable.

                  SECTION  2.19.  TaxesSECTION  2.19.  Taxes.  (a)  Any  and all
payments by the Borrower  hereunder  shall be made, in  accordance  with Section
2.18, 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 taxes imposed on the Agent's or any Lender's (or
any  transferee's or assignee's,  including a  participation  holder's (any such
entity a  "Transferee"))  net income and franchise taxes imposed on the Agent or
any Lender (or  Transferee) by the United States or any  jurisdiction  under the
laws of which it is  organized  or in which  its  applicable  lending  office is
located  or any  political  subdivision  thereof  (all such  nonexcluded  taxes,
levies,  imposts,  deductions,   charges,  withholdings  and  liabilities  being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable  hereunder to the Lenders
(or any Transferee) or the Agent,  (i) the sum payable shall be increased by the
amount  necessary  so that  after  making  all  required  deductions  (including
deductions  applicable to additional  sums payable under this Section 2.19) such
Lender (or Transferee) or the Agent (as the case may be) shall receive an amount
equal to the sum it would have received had no such  deductions  been made, (ii)
the Borrower  shall make such  deductions  and (iii) the Borrower  shall pay the
full amount  deducted to the relevant  taxing  authority  or other  Governmental
Authority in accordance with applicable law.

                  (b) In  addition,  the  Borrower  agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar  levies  which  arise from any  payment  made  hereunder  or from the
execution,  delivery or  registration  of, or  otherwise  with  respect to, this
Agreement or any other Loan Document (hereinafter referred to as "Other Taxes").

                  (c) The Borrower will  indemnify  each Lender (or  Transferee)
and the Agent for the full amount of Taxes and Other Taxes  (including any Taxes
or Other Taxes imposed by any jurisdiction on amounts payable under this Section
2.19) paid by such Lender (or  Transferee) or the Agent, as the case may be, and
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  by  the  relevant  taxing  authority  or  other  Governmental
Authority.  Such indemnification shall be made within 30 days after the date any
Lender (or  Transferee)  or the Agent,  as the case may be, makes written demand
therefor. If a Lender (or Transferee) or the Agent shall become aware that it is
entitled  to  receive  a refund in  respect  of Taxes or Other  Taxes,  it shall
promptly  notify the  Borrower  of the  availability  of such  refund and shall,
within 30 days after receipt of a request by the Borrower, apply for such refund
at the Borrower's expense. If any Lender (or Transferee) or the Agent receives a
refund  in  respect  of any  Taxes or Other  Taxes for  which  such  Lender  (or
Transferee)  or the Agent has received  payment  from the Borrower  hereunder it
shall  promptly  notify the  Borrower of such  refund and shall,  within 30 days
after  receipt of a request by the Borrower (or promptly  upon  receipt,  if the
Borrower has requested application for such refund pursuant hereto),  repay such
refund to the Borrower  (but only to the extent of indemnity  payments  made, or
additional amounts paid, by the Borrower under this Section 2.19 with respect to
the Taxes or Other Taxes giving rise to such refund),  net of all  out-of-pocket
expenses  of such  Lender (or  Transferee)  or the Agent and  without  interest;
provided that the Borrower,  upon the request of such Lender (or  Transferee) or
the Agent,  agrees to return  such  refund  (plus  penalties,  interest or other
charges)  to such Lender (or  Transferee)  or the Agent in the event such Lender
(or Transferee) or the Agent is required to repay such refund.

                  (d) Within 30 days  after the date of any  payment of Taxes or
Other Taxes withheld by the Borrower in respect of any payment to any Lender (or
Transferee) or the Agent, the Borrower will furnish to the Agent, at its address
referred to in Section  9.01,  the  original  or a  certified  copy of a receipt
issued by the appropriate Governmental Authority evidencing payment thereof.

                  (e) Without  prejudice to the survival of any other  agreement
contained herein, the agreements and obligations  contained in this Section 2.19
shall  survive the payment in full of the principal of and interest on all Loans
made hereunder.

                  (f) Each Lender (or Transferee) which is organized outside the
United  States  shall  deliver to the  Borrower  two  copies of either  Internal
Revenue  Service  Form W-8 BEN or Form W-8 ECI,  or, in the case of a Lender (or
Transferee)  claiming exemption from U.S. Federal  withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a
Form W-8, or any subsequent versions thereof or successors thereto (and, if such
Non-U.S.  Lender  delivers  a Form W-8,  a  certificate  representing  that such
Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not
a  10-percent  shareholder  (within the meaning of Section  871(h)(3)(B)  of the
Code) of the Borrower and is not a controlled foreign corporation related to the
Borrower  (within  the  meaning of  Section  864(d)(4)  of the  Code))  properly
completed and duly  executed by such Lender (or  Transferee)  establishing  that
such  payment is totally  exempt  from,  or is eligible  for a reduced  rate of,
United  States  Federal  withholding  tax. Such forms shall be delivered by each
Lender  organized  outside the United  States on or before the date it becomes a
party to this Agreement (or, in the case of a Transferee that is a participation
holder,  on or before the date such  participation  holder  becomes a Transferee
hereunder) and on or before the date, if any, such Lender changes its applicable
lending  office by  designating  a  different  lending  office  (a "New  Lending
Office").  In addition,  each Lender  organized  outside the United States shall
deliver such forms  promptly  upon the  obsolescence  or  invalidity of any form
previously delivered by such Lender. Notwithstanding any other provision of this
Section  2.19(f),  a Lender  organized  outside the United  States  shall not be
required to deliver any form  pursuant to this  Section  2.19(f)  that it is not
legally able to deliver.  Unless the Borrower and the Agent have received  forms
or other documents  satisfactory to them indicating that payments  hereunder are
not  subject to United  States  withholding  tax or are subject to such tax at a
rate  reduced by an  applicable  tax  treaty,  the  Borrower  or the Agent shall
withhold taxes from such payments at the  applicable  statutory rate in the case
of payments to or for any Lender (or  Transferee)  organized under the laws of a
jurisdiction outside the United States.

                  (g) The Borrower  shall not be required to pay any  additional
amounts to any  Lender (or  Transferee)  in  respect  of United  States  Federal
withholding  tax  pursuant  to  paragraph  (a)  above  to the  extent  that  the
obligation to pay such  additional  amounts  existed on the date such Lender (or
Transferee)  became a party to this  Agreement  (or in the case of a  Transferee
that is a participation  holder, on the date such participation  holder became a
Transferee  hereunder) or would not have arisen but for a failure by such Lender
(or Transferee) to comply with the provisions of paragraph (f) above unless such
failure  results from (i) a change in  applicable  law,  regulation  or official
interpretation  thereof,  (ii) an amendment,  modification  or revocation of any
applicable tax treaty or a change in official position regarding the application
or  interpretation  thereof,  in each case after the date of the first Borrowing
(and, in the case of a Transferee,  after the date of assignment or transfer) or
(iii) an assignment,  participation, transfer or designation made at the request
of the Borrower;  provided, however, the Borrower shall be required to pay those
amounts to any Lender (or  Transferee)  that it was  required  to pay  hereunder
prior  to the  failure  of such  Lender  (or  Transferee)  to  comply  with  the
provisions of such paragraph (f).

                  (h) Any Lender (or Transferee) claiming any additional amounts
payable pursuant to this Section 2.19 shall use reasonable  efforts  (consistent
with legal and  regulatory  restrictions)  to file any  certificate  or document
requested  by the  Borrower  or to change  the  jurisdiction  of its  applicable
lending office if the making of such a filing or change would avoid the need for
or reduce the amount of any such additional  amounts which may thereafter accrue
and  would  not,  in  the  sole  determination  of  such  Lender,  be  otherwise
disadvantageous to such Lender (or Transferee).

                  SECTION 2.20.  Termination or Assignment of Commitments Under
Certain
             ------------------------------------------------------
CircumstancesSECTION  2.20.  Termination  or  Assignment  of  Commitments  Under
Certain Circumstances.  In the event that any Lender shall fail to pay the Agent
amounts due it pursuant to Section  2.05(i) or any Lender shall have delivered a
notice or certificate  pursuant to Section 2.13 or Section 2.14, or the Borrower
shall be required to make additional  payments to any Lender under Section 2.19,
the  Borrower  shall have the right,  at its own  expense,  upon  notice to such
Lender and the Agent,  to require  such  Lender to transfer  and assign  without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section 9.04) all its interests,  rights and obligations under this Agreement to
another financial institution which shall assume such obligations; provided that
(i) no such  termination  or  assignment  shall  conflict  with any law, rule or
regulation  or order of any  Governmental  Authority,  (ii) the  Borrower or the
assignee,  as the case may be, shall pay to the affected  Lender in  immediately
available  funds on the date of such  termination or assignment the principal of
and interest accrued to the date of payment on the Loans (other than Competitive
Loans and  participations in Swingline Loans) made by it hereunder and all other
amounts  accrued  for its  account  or  owed  to it  hereunder  and  (iii)  if a
Commitment is being assigned, the Borrower shall have received the prior written
consent  of the  Swingline  Lender  (which  consent  will  not  be  unreasonably
withheld).

                  SECTION  2.21.   Lending  Offices  and  Lender   Certificates;
Survival of  IndemnitySECTION  2.21.  Lending  Offices and Lender  Certificates;
Survival of  Indemnity.  To the extent  reasonably  possible,  each Lender shall
designate an alternate  lending office with respect to its Eurodollar  Loans and
Fixed Rate Loans to reduce any  liability  of the  Borrower to such Lender under
Section 2.13 or to avoid the  unavailability  of Eurodollar  Loans under Section
2.10 or 2.14, so long as such designation is not disadvantageous to such Lender.
A good  faith  certificate  of a  Lender  setting  forth a  reasonable  basis of
computation and allocation of the amount due under Section 2.13 or 2.15 shall be
final,  conclusive and binding on the Borrower in the absence of manifest error.
The amount  specified in any such  certificate  shall be payable on demand after
receipt by the Borrower of such  certificate.  The  obligations  of the Borrower
under  Sections 2.13 and 2.15 shall survive the payment of all amounts due under
any Loan Document and the termination of this Agreement.

                  SECTION 2.22.  Swingline  LoansSECTION 2.22.  Swingline Loans.
(a) Subject to the terms and conditions set forth herein,  the Swingline  Lender
agrees to make  Swingline  Loans to the Borrower  from time to time on and after
the date hereof and until the earlier of the Maturity  Date and the  termination
of the Commitments in an aggregate principal amount at any time outstanding that
will  not  result  in (i) the  aggregate  principal  amount  of all  outstanding
Swingline  Loans  exceeding  $10,000,000 or (ii) the sum of the total  Revolving
Credit Exposures plus the aggregate principal amount of outstanding  Competitive
Loans exceeding the Total Commitment then in effect; provided that the Swingline
Lender  shall  not be  required  to  make  a  Swingline  Loan  to  refinance  an
outstanding  Swingline  Loan.  Each Swingline Loan shall bear interest at a rate
described in Section  2.08(d).  Within the  foregoing  limits and subject to the
terms and  conditions  set forth  herein,  the  Borrower  may borrow,  repay and
reborrow Swingline Loans.

                  (b) To request a Swingline Loan, the Borrower shall notify the
Agent of such request by telephone (confirmed by telecopy), not later than 12:00
noon,  New York City time, on the day of a proposed  Swingline  Loan.  Each such
notice shall be  irrevocable  and shall specify (i) the  requested  date of such
Swingline  Loan (which shall be a Business Day),  (ii) the Interest  Period with
respect to the  requested  Swingline  Loan (which may not end after the Maturity
Date), (iii) the amount of the requested Swingline Loan and (iv) the maturity of
the  requested  Swingline  Loan (which shall be no later than five Business Days
after the date of such  Swingline  Loan).  The Agent  will  promptly  advise the
Swingline  Lender of any such notice  received from the Borrower.  The Swingline
Lender shall make each Swingline Loan available to the Borrower by wire transfer
of immediately available funds to account number 987-087-8577  maintained by the
Borrower with UMB Bank, N.A. (ABA  #101000695) by 3:00 p.m., New York City time,
on the requested date of such Swingline  Loan. The Borrower shall have the right
at any time and from time to time to prepay any  Swingline  Loan, in whole or in
part,  upon giving  written or telecopy  notice (or  telephone  notice  promptly
confirmed  by written or  telecopy  notice) to the  Swingline  Lender and to the
Agent  before 12:00  (noon),  (New York time) on the date of  prepayment  at the
Swingline Lender's address for notices in the Administrative Questionnaire.

                  (c) The  Swingline  Lender may by written  notice given to the
Agent not later than 10:00 a.m., New York City time, on any Business Day require
the Lenders to acquire  participations  on such Business Day in all or a portion
of the  Swingline  Loans  outstanding.  Such notice shall  specify the aggregate
amount of Swingline  Loans in which  Lenders  will  participate.  Promptly  upon
receipt of such  notice,  the Agent  will give  notice  thereof to each  Lender,
specifying in such notice such Lender's  percentage  of such  Swingline  Loan or
Loans (which shall be equal to such Lender's Pro Rata  Percentage).  Each Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above,  to pay to the Agent,  for the  account  of the  Swingline  Lender,  such
Lender's  percentage of such Swingline Loan or Loans.  Each Lender  acknowledges
and agrees that its  obligation  to acquire  participations  in Swingline  Loans
pursuant  to this  paragraph  is  absolute  and  unconditional  and shall not be
affected  by  any   circumstance   whatsoever,   including  the  occurrence  and
continuance  of an Event of Default or a Default or reduction or  termination of
the Total  Commitment,  and that each such  payment  shall be made  without  any
offset, abatement, withholding or reduction whatsoever. Each Lender shall comply
with its  obligation  under  this  paragraph  by wire  transfer  of  immediately
available  funds, in the same manner as provided in Section 2.02(c) with respect
to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis,
to the payment obligations of the Lenders),  and the Agent shall promptly pay to
the Swingline  Lender the amounts so received by it from the Lenders.  The Agent
shall notify the Borrower of any  participations  in any Swingline Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Agent and not to the  Swingline  Lender.  Any  amounts
received by the Swingline  Lender from the Borrower (or other party on behalf of
the  Borrower)  in respect of a Swingline  Loan after  receipt by the  Swingline
Lender of the  proceeds of a sale of  participations  therein  shall be promptly
remitted to the Agent;  any such amounts received by the Agent shall be promptly
remitted  by the  Agent to the  Lenders  that  shall  have made  their  payments
pursuant to this paragraph and to the Swingline  Lender,  as their interests may
appear.  The purchase of  participations  in a Swingline  Loan  pursuant to this
paragraph shall not relieve the Borrower of any default in the payment thereof.

ARTICLE III.  REPRESENTATIONS AND WARRANTIESARTICLE III.  REPRESENTATIONS AND
WARRANTIES

                  The  Borrower  represents  and warrants to each of the Lenders
that:

                  SECTION 3.01.  Corporate Existence and  StandingSECTION  3.01.
Corporate Existence and Standing. Each of the Borrower and the Subsidiaries is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of its  jurisdiction of  incorporation  and has all requisite  authority to
conduct its  business in each  jurisdiction  in which its  business is conducted
where the  failure to so qualify  would  have a material  adverse  effect on the
Borrower or such Subsidiary.

                  SECTION  3.02.   Authorization   and   ValiditySECTION   3.02.
Authorization  and Validity.  The Borrower has the corporate power and authority
and legal right to execute and  deliver  the Loan  Documents  and to perform its
obligations thereunder (collectively, the "Transactions"). The Transactions have
been duly  authorized by proper  corporate  proceedings,  and the Loan Documents
constitute  legal,  valid and binding  obligations  of the Borrower  enforceable
against the Borrower in accordance  with their terms,  except as  enforceability
may be limited by bankruptcy,  insolvency,  moratorium or similar laws affecting
the enforcement of creditors' rights generally.

                  SECTION 3.03. No Conflict;  Governmental  ConsentSECTION 3.03.
No Conflict;  Governmental  Consent.  None of the Transactions  will violate any
law,  rule,  regulation,  order,  writ,  judgment,  injunction,  decree or award
binding on the Borrower or any Subsidiary or the Borrower's or any  Subsidiary's
articles  or  certificate  of  incorporation  or  by-laws  (including,   without
limitation,  the Interstate  Commerce  Commission  Termination  Act of 1995 (the
"Interstate  Commerce Act") and the regulations  promulgated  thereunder) or the
provisions  of any  indenture,  instrument or agreement to which the Borrower or
any  Subsidiary is a party or is subject,  or by which it, or its  property,  is
bound, or conflict  therewith or constitute a default  thereunder,  or result in
the creation or imposition of any Lien in, of or on the property of the Borrower
or any  Subsidiary  pursuant to the terms of any such  indenture,  instrument or
agreement. No order, consent, approval,  license,  authorization,  or validation
of, or filing, recording or registration with, or exemption by, any governmental
or  public  body or  authority,  or any  subdivision  thereof,  is  required  to
authorize,  or is  required  in  connection  with the  execution,  delivery  and
performance of, or the legality,  validity, binding effect or enforceability of,
any of the Loan Documents.

                  SECTION 3.04.  Compliance with Laws;  Environmental and Safety
MattersSECTION 3.04. Compliance with Laws; Environmental and Safety Matters. (a)
The Borrower and the Subsidiaries  have, to the best knowledge and belief of the
Borrower, complied in all material respects with all applicable statutes, rules,
regulations,  orders and  restrictions of any domestic or foreign  government or
any  instrumentality or agency thereof,  having jurisdiction over the conduct of
their  respective  businesses  or the ownership of their  respective  properties
(including,  without  limitation,  the  Interstate  Commerce Act and the Railway
Labor Act).

                  (b) The  Borrower  and each  Subsidiary  has  complied  in all
material respects with all Federal, state, local and other statutes, ordinances,
orders,  judgments,  rulings and regulations relating to environmental pollution
or to  environmental  regulation  or  control or to  employee  health or safety.
Neither the Borrower  nor any  Subsidiary  has  received  notice of any material
failure so to comply.  The  Borrower's and the  Subsidiaries'  facilities do not
manage any hazardous wastes,  hazardous substances,  hazardous materials,  toxic
substances, toxic pollutants or substances similarly denominated, as those terms
or similar  terms are used in the Resource  Conservation  and Recovery  Act, the
Comprehensive   Environmental  Response  Compensation  and  Liability  Act,  the
Hazardous  Materials  Transportation  Act, the Toxic Substance  Control Act, the
Clean Air Act,  the Clean  Water Act or any other  applicable  law  relating  to
environmental  pollution  or employee  health and safety,  in  violation  in any
material respect of any law or any regulations promulgated pursuant thereto. The
Borrower  is  aware  of  no  events,   conditions  or  circumstances   involving
environmental pollution or contamination or employee health or safety that could
reasonably  be  expected  to result  in  material  liability  on the part of the
Borrower or any Subsidiary.

                  SECTION  3.05.  Financial  StatementsSECTION  3.05.  Financial
Statements.   (a)  KCSI  has  heretofore   furnished  to  the  Lenders  its  (i)
consolidated  balance  sheets,  statements of income,  changes in  stockholders'
equity and cash flows as of and for the fiscal  year ended  December  31,  1998,
audited  by and  accompanied  by the  opinion of Price  Waterhouse,  independent
public  accountants,  and (ii) its  unaudited  consolidated  balance  sheets and
statements of income as of and for the fiscal quarter and the three-month period
ended  September  30,  1999,  certified  by its chief  financial  officer.  Such
financial  statements  present  fairly the  financial  condition  and results of
operations of KCSI and its  consolidated  subsidiaries  as of such dates and for
such periods.  Such balance  sheets and the notes thereto  disclose all material
liabilities,  direct or contingent, of KCSI and the Consolidated Subsidiaries as
of the dates thereof. Such financial statements were prepared in accordance with
GAAP applied on a consistent basis.

                  (b) KCSI has also heretofore  furnished to the Lenders certain
pro forma statements and other financial  information  containing  estimates and
projections  of the  future  financial  performance  of KCSI's  financial  asset
management division as set forth in the Confidential  Memorandum and in the KCSI
Confidential  Information  Memorandum  (such financial  statements and financial
information being collectively called the  "Projections").  The Projections were
prepared in good faith using due and careful  consideration and represent KCSI's
best estimates as of the date of the Projections of the financial performance of
KCSI's financial asset management division .

                  (c) In  addition to the  representations  and  warranties  set
forth above in this Section 3.05,  the Borrower has advised the Lenders that for
financial  reporting  purposes the Securities and Exchange  Commission has taken
the  position  that  Janus  should be  deconsolidated  and  treated as an equity
investment in the  financial  statements of Stilwell and KCSI. To the extent the
Securities and Exchange Commission prevails in its position or KCSI and Stilwell
concede  such  position  with  the  consequence  that the  financial  statements
previously  delivered  to the Lenders  must be restated to conform  with GAAP by
presenting Janus as an equity investment,  (i) the  representations set forth in
clauses (a) or (b) of this  Section 3.05 shall not be deemed to be untrue in any
material   respect  and  (ii)  each   reference  in  the  Loan  Documents  to  a
"Consolidated Subsidiary" or "Consolidated  Subsidiaries" (other than in Section
6.07 hereof and the  application  of the defined  terms used  therein)  shall be
deemed to include Janus and its consolidated  subsidiaries.  The Borrower hereby
represents  and  warrants  to the  Lenders  that  any  such  restatement  of the
financial  statements of KCSI or Stilwell will not  materially  impact KCSI's or
Stilwell's  net income or earnings  per share or the ability of KCSI or Stilwell
to comply with the financial covenants set forth in Section 6.07.

                  SECTION 3.06.  No Material Adverse ChangeSECTION 3.06.  No
Material Adverse Change.  No
     --------------------------------------------------------------------
material  adverse  change  in the  business,  properties,  financial  condition,
prospects  or  results  of  operations  of the  Borrower  and  the  Consolidated
Subsidiaries has occurred since December 31, 1998.

                  SECTION 3.07. Ownership of  PropertiesSECTION  3.07. Ownership
of Properties. On the date hereof, each of the Borrower and the Subsidiaries has
good title,  free of all Liens (other than those  permitted by Section 6.02), to
all of the properties and assets reflected in its financial  statements as owned
by it.

                  SECTION 3.08. SubsidiariesSECTION 3.08. Subsidiaries. Schedule
3.08 contains an accurate list of all of (a) the significant  joint ventures and
(b)  Subsidiaries  of the Borrower which have any assets or operations,  in each
case on the  date  hereof,  setting  forth  their  respective  jurisdictions  of
organization and the percentage of their respective  ownership  interest held by
the Borrower or other Subsidiaries.  All of the issued and outstanding shares of
capital stock of such  Subsidiaries have been duly authorized and issued and are
fully paid and nonassessable.

                  SECTION 3.09. Litigation;  Contingent ObligationsSECTION 3.09.
Litigation;  Contingent Obligations.  Except as set forth in Schedule 3.09 or as
disclosed  in KCSI's  Annual  Report on Form 10-K dated  December 31, 1998 filed
with the  Securities  and  Exchange  Commission,  (i)  there  is no  litigation,
arbitration,  governmental  investigation,  proceeding or inquiry pending or, to
the  knowledge of any of their  officers,  threatened  against or affecting  the
Borrower or any Consolidated  Subsidiary that (A) is required to be disclosed in
any  filing  with  the  Securities  and  Exchange  Commission  pursuant  to  the
Securities Exchange Act of 1934, as amended,  or (B) might materially  adversely
affect the business,  properties,  financial condition,  prospects or results of
operations  of the  Borrower  or the  ability of the  Borrower  to  perform  its
obligations  under the Loan  Documents  and (ii)  neither the  Borrower  nor any
Consolidated Subsidiary has any material contingent obligations.

                  SECTION  3.10.  Material   AgreementsSECTION   3.10.  Material
Agreements.  Neither the Borrower nor any Subsidiary is a party to any agreement
or  instrument  or  subject  to  any  charter  or  other  corporate  restriction
materially  and  adversely   affecting  its  business,   properties  or  assets,
operations or condition  (financial or otherwise).  Neither the Borrower nor any
Subsidiary is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in (a) any agreement to which
it is a party,  which  default  might  have a  material  adverse  effect  on the
consolidated business, properties,  financial condition, prospects or results of
operations  of the  Borrower  and  the  Consolidated  Subsidiaries  or  (b)  any
agreement or instrument evidencing or governing Indebtedness which default would
allow the holders thereof to cause such  Indebtedness to become due prior to its
stated  maturity,  result in any mandatory  repayment,  prepayment or redemption
thereof,  or  require  that  any  offer  be made to  effect  any  repurchase  or
redemption thereof.

                  SECTION 3.11.  Regulation USECTION 3.11.  Regulation U. Margin
Stock  constitutes  less  than  25% of  those  assets  of the  Borrower  and the
Subsidiaries  that are  subject  to any  limitation  on sale,  pledge,  or other
restriction hereunder.

                  SECTION 3.12.  Investment  Company Act; Public Utility Holding
Company ActSECTION 3.12.  Investment Company Act; Public Utility Holding Company
Act. (a) Neither the Borrower nor any Subsidiary is an "investment company" or a
company  "controlled"  by an  "investment  company",  within the  meaning of the
Investment Company Act of 1940, as amended.

                  (b)  Neither the  Borrower  nor any  Subsidiary  is a "holding
company" or a "subsidiary company" of a "holding company",  or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company",  within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.13.  Use of ProceedsSECTION 3.13.  Use of Proceeds.
The Borrower  will use the proceeds of the Loans only for the purposes set forth
in the recitals to this Agreement.

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

                  SECTION 3.14.  TaxesSECTION  3.14. Taxes. The Borrower and the
Consolidated  Subsidiaries  have filed all United States federal tax returns and
all other tax returns which are required to be filed and have paid all taxes due
pursuant to said returns or pursuant to any assessment  received by the Borrower
or any Consolidated  Subsidiary,  including  without  limitation all federal and
state withholding taxes and all taxes required to be paid pursuant to applicable
law,  except such taxes,  if any, as are being contested in good faith and as to
which adequate reserves have been provided. The United States income tax returns
of the  Borrower  and the  Consolidated  Subsidiaries  have been  audited by the
Internal Revenue Service through the fiscal year ended December 31, 1989. No tax
Liens have been filed, and no claims are being asserted with respect to any such
taxes  (other than Liens and claims  which are being  contested in good faith by
appropriate proceedings). The charges, accruals and reserves on the books of the
Borrower  and the  Consolidated  Subsidiaries  in  respect of any taxes or other
governmental charges are adequate.

                  SECTION 3.15. Accuracy of InformationSECTION 3.15. Accuracy of
Information.  No  information,  exhibit  or  report  furnished  by  KCSI  or any
subsidiary  of KCSI  to the  Agent  or to any  Lender  in  connection  with  the
negotiation of the Loan Documents contained any material misstatement of fact or
omitted to state a material  fact or any fact  necessary to make the  statements
contained therein not misleading.

                  SECTION 3.16.  Employee Benefit  PlansSECTION  3.16.  Employee
Benefit  Plans.  The Unfunded  Liabilities  of all Plans do not in the aggregate
exceed  $5,000,000.  Each  Plan  complies  in all  material  respects  with  all
applicable requirements of law and regulations, no Reportable Event has occurred
or is  reasonably  expected  to occur with  respect to any Plan and  neither the
Borrower nor any other member of the Controlled Group has (i) taken any steps to
terminate any Plan,  (ii) initiated any steps to withdraw from any Plan or (iii)
incurred any Withdrawal Liability.

                  SECTION  3.17.  No  Undisclosed  Dividend  RestrictionsSECTION
3.17. No Undisclosed Dividend Restrictions. Except as set forth in Schedule 3.17
and except for  limitations on the payment of dividends  under  applicable  law,
none of the  Subsidiaries  is subject to any agreement,  amendment,  covenant or
understanding that directly or indirectly  (through the application of financial
covenants or  otherwise)  prohibits the ability of such entity to declare or pay
dividends.

                  SECTION 3.18. Year 2000SECTION  3.18. Year 2000. There has not
occurred,  and the Borrower does not expect that there will occur,  any material
disruption  in  the  operations  or  business  systems  of the  Borrower  or its
Subsidiaries  resulting  from the inability of computer  systems of the Borrower
and its Subsidiaries or equipment containing embedded microchips to recognize or
properly process dates in or following the year 2000.

ARTICLE IV.  CONDITIONS OF LENDING AND THE AAA AGREEMENTARTICLE IV.  CONDITIONS
OF LENDING AND THE AAA AGREEMENT

                  The  obligations  of the Lenders to make Loans  hereunder  are
subject to the satisfaction of the following conditions:

                  SECTION 4.01.  All BorrowingsSECTION 4.01.  All Borrowings.
On the date of each Borrowing, including each Borrowing in which Loans are
refinanced with new Loans as contemplated by Section 2.05:

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


                  (a) The Agent shall have  received a notice of such  Borrowing
         as required by Section 2.03 or Section 2.04, as  applicable,  or in the
         case of a Borrowing of a Swingline  Loan, the Swingline  Lender and the
         Agent shall have received a notice  requesting  such  Swingline Loan as
         requested by Section 2.22.

                  (b) The  representations  and  warranties set forth in Article
         III hereof (except, in the case of a refinancing of a Standby Borrowing
         with a new  Standby  Borrowing  that does not  increase  the  aggregate
         principal  amount  of  the  Loans  of  any  Lender   outstanding,   the
         representations  set forth in Sections 3.06 and 3.09(i))  shall be true
         and  correct  on and as of the  date of such  Borrowing  with  the same
         effect as though made on and as of such date, except to the extent such
         representations and warranties expressly relate to an earlier date.

                  (c) At the time of and immediately  after such  Borrowing,  no
         Event of Default or Default shall have occurred and be continuing.

Each Borrowing  shall be deemed to constitute a  representation  and warranty by
the  Borrower  on the date of such  Borrowing  as to the  matters  specified  in
paragraphs (b) and (c) of this Section 4.01.

                  SECTION 4.02.  First BorrowingSECTION 4.02.  First Borrowing.
On the date hereof:

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

                  (a) The Agent shall have received a favorable  written opinion
         of  Sonnenschein  Nath &  Rosenthal,  counsel to the  Borrower,  to the
         effect  set  forth in  Exhibit  D hereto,  dated  the date  hereof  and
         addressed to the Lenders. The Borrower hereby instructs such counsel to
         deliver such opinion to the Agent.

                  (b) All  legal  matters  incident  to this  Agreement  and the
         Borrowings  hereunder  shall  be  satisfactory  to the  Lenders  and to
         Cravath, Swaine & Moore, counsel for the Agent.

                  (c)  The  Agent  shall  have   received  (i)  a  copy  of  the
         certificate  or articles of  incorporation,  including  all  amendments
         thereto,  of  the  Borrower,  certified  as of a  recent  date  by  the
         Secretary of State of the State of Delaware and a certificate as to the
         good standing of the Borrower as of a recent date,  from such Secretary
         of State; (ii) a certificate of the Secretary or an Assistant Secretary
         of the Borrower  dated the date hereof and certifying (A) that attached
         thereto is a true and  complete  copy of the by-laws of the Borrower as
         in effect on the date hereof and at all times since a date prior to the
         date of the  resolutions  described  in  clause  (B)  below,  (B)  that
         attached  thereto  is a true  and  complete  copy of  resolutions  duly
         adopted  by the Board of  Directors  of the  Borrower  authorizing  the
         execution,  delivery  and  performance  of the Loan  Documents  and the
         borrowings hereunder, and that such resolutions have not been modified,
         rescinded  or amended  and are in full force and  effect,  (C) that the
         certificate or articles of  incorporation of the Borrower have not been
         amended  since  the date of the  last  amendment  thereto  shown on the
         certificate  of good standing  furnished  pursuant to clause (i) above,
         and (D) as to the  incumbency  and  specimen  signature of each officer
         executing  any  Loan  Document  or  any  other  document  delivered  in
         connection  herewith on behalf of the Borrower;  (iii) a certificate of
         another  officer as to the  incumbency  and  specimen  signature of the
         Secretary or Assistant Secretary executing the certificate  pursuant to
         (ii) above;  and (iv) such other  documents  as the Lenders or Cravath,
         Swaine & Moore, counsel for the Agent, may reasonably request.

                  (d) The Agent  shall have  received a  certificate,  dated the
         date  hereof  and  signed  by a  Financial  Officer  of  the  Borrower,
         confirming  compliance  with  the  conditions  precedent  set  forth in
         paragraphs (b) and (c) of Section 4.01.

                  (e) The Agent shall have  received all Fees and other  amounts
         due and payable on or prior to the date hereof.

                  (f) There shall be no litigation,  actual or threatened,  that
         in the  reasonable  judgment of the Agent would (i) be likely to affect
         materially and adversely the business,  assets, condition (financial or
         otherwise)  or  prospects  of KCSI or  Stilwell  or (ii) be  materially
         inconsistent  with the  assumptions  underlying the pro forma financial
         information and projections  previously  delivered to the Agent and the
         Lenders pursuant to Section 3.05(b).

                  (g) No Event of  Default  or  Default  (each as defined in the
         1999 Credit Agreement) shall have occurred and be continuing.

                  SECTION 4.03. AAA AgreementSECTION 4.03. AAA Agreement. On the
Assumption  Date,  each  condition  set forth in Section 4 of the AAA  Agreement
shall have been  satisfied or waived by the Required  Lenders.  Execution of the
AAA  Agreement  shall be deemed to constitute a  representation  and warranty by
Stilwell on the  Assumption  Date as to the matters  specified in paragraphs (b)
and (c) of Section 4.01 hereof.


ARTICLE V.  AFFIRMATIVE COVENANTSARTICLE V.  AFFIRMATIVE COVENANTS

                  The Borrower covenants and agrees with each Lender that, until
the Commitments have expired or been terminated and the principal of or interest
on each Loan, any Fees or any other  expenses or amounts  payable under any Loan
Document  shall  have been  paid in full,  unless  the  Required  Lenders  shall
otherwise consent in writing:

                  SECTION  5.01.   Conduct  of  Business  and   Maintenance   of
PropertiesSECTION  5.01. Conduct of Business and Maintenance of Properties.  (a)
The Borrower will, and will cause each  Significant  Subsidiary to, carry on and
conduct its business in substantially  the same manner and in substantially  the
same fields of  enterprise  as it is  presently  conducted  and to do all things
necessary to remain duly incorporated,  validly existing and in good standing as
a domestic  corporation in its  jurisdiction of  incorporation  and maintain all
requisite  authority to conduct its business in each  jurisdiction  in which its
business is conducted;  provided  that if the Spin-Off is completed,  KCSI will,
and will cause each  Subsidiary  to, cause the  Spin-Off to be completed  (i) in
accordance  with  applicable  law,  (ii)  as  disclosed  in  Stilwell's  Form 10
previously delivered to the Agent and (iii) on terms and with results consistent
with the pro forma financial  information  previously delivered to the Agent and
the Lenders.

                  (b)  The  Borrower  will,  and  will  cause  each  Significant
Subsidiary to, do all things necessary to maintain,  preserve,  protect and keep
their  properties  material  to the conduct of their  business  in good  repair,
working order and condition, and make all necessary and proper repairs, renewals
and replacements so that their businesses carried on in connection therewith may
be properly conducted at all times.

                  SECTION 5.02.  InsuranceSECTION 5.02. Insurance.  The Borrower
will, and will cause each Consolidated  Subsidiary to, maintain with financially
sound and reputable  insurance companies insurance on all their property in such
amounts and covering such risks as is consistent  with sound  business  practice
and  customary  with  companies  engaged in similar  lines of business,  and the
Borrower  will  furnish to any Lender upon request  full  information  as to the
insurance carried.

                  SECTION  5.03.  Compliance  with Laws and  TaxesSECTION  5.03.
Compliance  with Laws and  Taxes.  (a) The  Borrower  will,  and will cause each
Consolidated  Subsidiary  to,  comply  in all  material  respects  with all laws
(including,  without limitation, ERISA, the Interstate Commerce Act and the Fair
Labor Standards Act, as amended), rules, regulations,  orders, writs, judgments,
injunctions, decrees or awards to which it may be subject.

                  (b) The  Borrower  will,  and  will  cause  each  Consolidated
Subsidiary to, pay when due all taxes,  assessments and governmental charges and
levies upon it or its income, profits or property,  except those which are being
contested  in good faith by  appropriate  proceedings  and with respect to which
adequate reserves have been set aside.

                  SECTION 5.04. Financial Statements, Reports, etc.SECTION 5.04.
Financial Statements,  Reports, etc. The Borrower will maintain,  for itself and
each   Consolidated   Subsidiary,   a  system  of  accounting   established  and
administered  in  accordance  with GAAP and will  furnish  to the Agent and each
Lender:

                  (a)  within  105 days  after the  close of each of its  fiscal
         years, an unqualified (except for qualifications relating to changes in
         accounting  principles  or  practices  reflecting  changes  in GAAP and
         required or approved by the  Borrower's  independent  certified  public
         accountants)  audit report  certified by independent  certified  public
         accountants,  of nationally recognized standing, prepared in accordance
         with GAAP on a  consolidated  basis  for  itself  and the  Consolidated
         Subsidiaries, including balance sheets as of the end of such period and
         related  statements of income and changes in  stockholders'  equity and
         cash flows,  accompanied by a certificate of said accountants  that, in
         the course of their  examination  necessary for their  certification of
         the foregoing,  they have obtained no knowledge of any Default or Event
         of Default,  or if, in the opinion of such accountants,  any Default or
         Event of Default shall exist, stating the nature and status thereof;

                  (b) within 60 days after the close of each of the first  three
         quarterly  periods  of each of its  fiscal  years,  for  itself and the
         Consolidated Subsidiaries,  unaudited consolidated balance sheets as at
         the close of each such period,  consolidated statements of income and a
         consolidated  statement of cash flows for the period from the beginning
         of such fiscal year to the end of such  quarter,  all  certified by its
         chief financial officer;

                  (c) together with the financial statements required hereunder,
         a compliance  certificate in substantially the form of Exhibit E signed
         by its chief financial  officer showing the  calculations  necessary to
         determine compliance with this Agreement and stating that no Default or
         Event of Default exists,  or if any Default or Event of Default exists,
         stating the nature and status thereof;

                  (d) as soon as possible  and in any event within 10 days after
         any  Responsible  Officer of the  Borrower  knows or has reason to know
         that (i) any  Reportable  Event has occurred  with respect to any Plan,
         (ii) any  Withdrawal  Liability  has been  incurred with respect to any
         Multiemployer  Plan  or  (iii)  the  Borrower  or  any  member  of  the
         Controlled  Group has received any notice  concerning the imposition of
         Withdrawal  Liability or a determination  that a Multiemployer Plan is,
         or is expected to be, insolvent or in reorganization within the meaning
         of Title IV of  ERISA,  a  statement,  signed  by the  chief  financial
         officer of the Borrower,  describing such Reportable Event,  Withdrawal
         Liability or notice and the action which the Borrower  proposes to take
         with respect thereto;

                  (e) as soon as possible  and in any event within 10 days after
         receipt  by the  Borrower,  a copy of (i) any  notice  or  claim to the
         effect that the Borrower or any  Subsidiary  is or may be liable to any
         person  as a  result  of  the  release  by  the  Borrower,  any  of the
         Subsidiaries,  or any other person of any toxic or  hazardous  waste or
         substance into the  environment or that all or any of its properties is
         subject  to an  Environmental  Lien and (ii) any  notice  alleging  any
         violation  of any  Federal,  state or local  environmental,  health  or
         safety law or  regulation  by the  Borrower  or any  Subsidiary,  which
         would,  in the case of either of the  preceding  clauses  (i) and (ii),
         have a material  adverse effect upon the operations of the Borrower and
         the Consolidated Subsidiaries, taken as a whole;

                  (f) promptly upon the furnishing thereof to the shareholders
         of the Borrower, copies of all financial statements, reports and proxy
         statements so furnished;

                  (g)  promptly   upon  the  filing   thereof,   copies  of  all
         registration statements and annual, quarterly, monthly or other regular
         reports which the Borrower or any  Consolidated  Subsidiary  files with
         the Securities and Exchange Commission or financial reports material to
         the  interests  of the  Lenders or to the  ability of the  Borrower  to
         perform its  obligations  under the Loan  Documents and filed by any of
         them with the STB; and

                  (h) such other information  (including financial  information)
         as the Agent or any Lender may from time to time reasonably request.

                  SECTION 5.05. Other  NoticesSECTION  5.05. Other Notices.  The
Borrower will, and will cause each  Subsidiary to, give prompt notice in writing
to the Lenders of the  occurrence  of any Default or Event of Default and of any
other  development,  financial or otherwise,  which might  materially  adversely
affect its  business,  properties  or affairs or the ability of the  Borrower to
repay the Obligations.

                  SECTION  5.06.  Access to  Properties  and  InspectionsSECTION
5.06.  Access to Properties and  Inspections.  The Borrower will, and will cause
each  Consolidated  Subsidiary  to,  permit  the Agent and the  Lenders  to make
reasonable inspections of the properties,  corporate books and financial records
of  the  Borrower  and  each   Consolidated   Subsidiary,   to  make  reasonable
examinations and copies of the books of accounts and other financial  records of
the  Borrower  and each  Consolidated  Subsidiary,  and to discuss the  affairs,
finances and accounts of the Borrower and each Consolidated Subsidiary with, and
to be advised as to the same by, their  respective  officers at such  reasonable
times  and  intervals  as the  Lenders  may  designate;  provided  that  (a) any
inspection  by any Lender  shall be at such  Lender's  own  expense  and (b) the
Lenders shall coordinate the timing of their inspections through the Agent.

                  SECTION 5.07.  Use of  ProceedsSECTION  5.07. Use of Proceeds.
The Borrower will, and will cause each of the  Subsidiaries to, use the proceeds
of the Loans only for the purposes set forth in the recitals to this  Agreement.
The  Borrower  will not,  nor will it permit any  Subsidiary  to, use any of the
proceeds of the Loans (a) for any purpose that  entails a violation  of, or that
is  inconsistent  with, the provisions of the Regulations of the Board including
Regulation  U or X or (b) to  make  any  acquisition  for  which  the  board  of
directors of the target company has not given its consent or approval.


ARTICLE VI.  NEGATIVE COVENANTSARTICLE VI.  NEGATIVE COVENANTS

                  The  Borrower  covenants  and agrees  with each Lender and the
Agent  that,  until the  Commitments  have  expired or been  terminated  and the
principal of or interest on each Loan, any Fees or any other expenses or amounts
payable  under  any Loan  Document  shall  have been  paid in full,  unless  the
Required Lenders shall otherwise consent in writing:

                  SECTION 6.01.  IndebtednessSECTION 6.01.  Indebtedness.
(a) The Borrower will not permit any  Subsidiary  to incur,  create or suffer to
exist any Indebtedness, except:

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                  (i) Indebtedness (secured by Liens) existing on the date
         hereof and described in Schedule 6.01;

                  (ii) Indebtedness of the Subsidiaries  incurred to finance all
         or a portion of the purchase  price of assets  acquired in the ordinary
         course  of  their  railroad   transportation   or  financial   services
         businesses which Indebtedness is secured solely by a Lien on the assets
         being  acquired  provided  that  such  Indebtedness  would  not cause a
         Default  or an  Event  of  Default  under  any  other  Section  of this
         Agreement;

                  (iii) Attributable Debt permitted under Section 6.03;

                  (iv) other Indebtedness of the Subsidiaries not secured by any
         Liens and incurred in the ordinary course of business and  refinancings
         thereof,  in an aggregate  principal amount at any one time outstanding
         not to exceed 25% of Consolidated Net Worth at such time, provided that
         such  Indebtedness  would not cause a  Default  or an Event of  Default
         under any other Section of this Agreement; and

                  (v)  Guarantees of the  Obligations by any Subsidiary in favor
         of the Agent and the Lenders as required under paragraph (c) below.

                  (b) The  Borrower  shall not incur,  create or suffer to exist
any Indebtedness ("Subordinated Indebtedness") that by its terms is subordinated
in right of payment to any other indebtedness, unless the Obligations constitute
senior  indebtedness  that is  entitled,  to the  satisfaction  of the  Required
Lenders,  to the benefits of the  subordination  provisions of such Subordinated
Indebtedness.

                  (c)  The  Borrower   will  not  permit  (i)  any   Significant
Subsidiary to Guarantee any Indebtedness of the Borrower or (ii) any Significant
Subsidiary to Guarantee any Indebtedness Guaranteed by the Borrower,  unless, in
the case of each of the  preceding  clauses  (i) and (ii),  prior  thereto  such
Significant  Subsidiary  shall have executed and delivered to the Agent, for the
benefit  of  the  Lenders,  an  unconditional  Guarantee  with  respect  to  the
Obligations satisfactory in form and substance to the Agent.

                  SECTION 6.02. LiensSECTION 6.02. Liens. The Borrower will not,
nor will it permit any  Subsidiary  to,  create,  incur,  or suffer to exist any
Environmental  Lien securing clean-up costs or fines in excess of $25,000,000 in
aggregate  principal  amount  except  for  Environmental  Liens  that are  being
contested in good faith by appropriate  proceedings and the enforcement of which
is stayed.  The Borrower  shall at all times assure that any Liens on its assets
(other than Liens  permitted  under  clauses (a) through (f) below) shall be for
the equal and ratable  benefit of the Lenders and the Agent.  The Borrower  will
not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any
other Lien in, of or on the  property  (now or  hereafter  acquired),  or on any
income or revenues or rights in respect of any  thereof,  of the Borrower or any
Subsidiary, except:

                  (a) Liens for taxes,  assessments or  governmental  charges or
         levies on its property if the same shall not at the time be  delinquent
         or thereafter can be paid without  penalty,  or are being  contested in
         good faith and by appropriate proceedings;

                  (b) Liens imposed by law,  such as  carriers',  warehousemen's
         and  mechanics'  liens and other  similar liens arising in the ordinary
         course of business that secure payment of obligations  not more than 60
         days past due  except  for such  Liens as are being  contested  in good
         faith by appropriate proceedings;

                  (c) Liens  arising out of pledges or deposits  under  worker's
         compensation laws, unemployment  insurance,  old age pensions, or other
         social security or retirement benefits, or similar legislation;

                  (d) Utility  easements,  building  restrictions and such other
         encumbrances  or  charges  against  real  property  as are of a  nature
         generally  existing with respect to  properties of a similar  character
         and that do not in any  material  way affect the  marketability  of the
         same or interfere  with the use thereof in the business of the Borrower
         or the Consolidated Subsidiaries;

                  (e)  Liens  existing  on the  date  hereof  and  described  in
         Schedule 6.02 hereto;  provided that such Liens shall secure only those
         obligations that they secure on the date hereof;

                  (f) Liens,  granted  on  property  or assets  solely to secure
         Indebtedness  evidencing  all or a  portion  of the  purchase  price of
         property or assets or any refinancing  thereof  provided that such Lien
         attaches  only to the  property or assets  being  acquired and that any
         such  refinancing  does not increase the aggregate  principal amount of
         such Indebtedness but only to the extent that such  Indebtedness  would
         not result in a Default or an Event of Default  under any other Section
         of this Agreement; and

                  (g) Liens,  in  addition  to Liens  permitted  under the above
         clauses  (a) through  (f), on property or assets  having on the date of
         determination  an  aggregate  depreciated  book  value  (determined  in
         accordance  with GAAP) that,  when taken  together  with the  aggregate
         amount  of all  Attributable  Debt in  connection  with  all  Sale  and
         Leaseback Transactions of the Borrower and the Subsidiaries (other than
         Sale and Leaseback Transactions consummated prior to the date hereof or
         pursuant to the last sentence of Section 6.03),  does not exceed 15% of
         Consolidated Net Worth, so long as any such Liens on property or assets
         of the Borrower (as opposed to assets solely of the Subsidiaries) shall
         also be for the pari passu benefit of the Lenders as provided above.

                  SECTION 6.03.  Sale and Lease-Back  TransactionsSECTION  6.03.
Sale and Lease-Back Transactions. The Borrower will not, and will not permit any
Subsidiary  to, enter into any  arrangement,  directly or  indirectly,  with any
person whereby it shall sell or transfer any property, real or personal, used or
useful in its business,  whether now owned or hereafter acquired, and thereafter
rent or lease  such  property  or other  property  which it  intends  to use for
substantially  the same  purpose  or  purposes  as the  property  being  sold or
transferred (a "Sale and Leaseback Transaction");  provided that the Borrower or
any Subsidiary  may enter into any Sale and Leaseback  Transaction if (a) at the
time of such  Transaction no Default or Event of Default shall have occurred and
be continuing,  (b) the proceeds from the sale of the subject  property shall be
at least  equal to its fair  market  value on the date of such  sale and (c) the
aggregate  amount  of all  Attributable  Debt in  connection  with  all Sale and
Leaseback Transactions of the Borrower and the Subsidiaries (other than Sale and
Leaseback  Transactions  consummated prior to the date hereof or pursuant to the
last sentence of this Section 6.03),  when taken  together with the  depreciated
book value  (determined  in  accordance  with GAAP) of all assets or property on
which there shall exist any Liens pursuant to Section  6.02(g),  does not exceed
15% of Consolidated Net Worth on any date of determination.  Notwithstanding the
foregoing,  the Borrower or any Subsidiary may enter into any Sale and Leaseback
Transaction  between  the  Borrower  or any  Subsidiary  and the  joint  venture
involving Southern Capital Corporation, LLC.

                  SECTION  6.04.   Mergers,   Consolidations  and  Transfers  of
AssetsSECTION  6.04.  Mergers,  Consolidations  and  Transfers  of  Assets.  The
Borrower  will  not,  and will not  permit  any  Subsidiary  to,  merge  into or
consolidate  with any other person,  or permit any other person to merge into or
consolidate with it, or sell,  transfer,  lease or otherwise  dispose of (in one
transaction or in a series of  transactions)  all or any substantial part of its
assets  (whether  now owned or hereafter  acquired) or any capital  stock of any
Subsidiary,  except that (a) the Borrower and any  Subsidiary may sell assets in
the ordinary course of business,  (b) subject to Section  5.01(a),  the Borrower
may complete the  Spin-Off;  provided,  that the Borrower  will not complete the
Spin-Off unless the Assumption shall have been completed; and (c) if at the time
thereof  and  immediately  after  giving  effect  thereto no Event of Default or
Default shall have occurred and be  continuing  (i) any wholly owned  Subsidiary
may merge  into the  Borrower  in a  transaction  in which the  Borrower  is the
surviving  corporation,  (ii) any  wholly  owned  Subsidiary  may merge  into or
consolidate with any other wholly owned Subsidiary in a transaction in which the
surviving  entity is a wholly  owned  Subsidiary  and no person  other  than the
Borrower or a wholly owned Subsidiary  receives any  consideration and (iii) the
Borrower and the Subsidiaries may sell, transfer, lease or dispose of assets out
of the ordinary course of business having depreciated book values (determined in
accordance with GAAP) that in the aggregate for all assets so disposed of during
the term of this  Agreement do not exceed 15% of  Consolidated  Net Worth on any
date of determination to any other person.

                  SECTION  6.05.   Transactions  with  AffiliatesSECTION   6.05.
Transactions  with  Affiliates.  The Borrower  will not, and will not permit any
Subsidiary  to,  sell or  transfer  any  property  or assets to, or  purchase or
acquire  any  property  or  assets  from,  or  otherwise  engage  in  any  other
transactions  with, any of its Affiliates  (other than any  Subsidiary),  except
that  the  Borrower  or any  Subsidiary  may  engage  in  any  of the  foregoing
transactions  in the  ordinary  course of  business  at prices  and on terms and
conditions  which,  taken as a whole,  are not less favorable to the Borrower or
such Subsidiary than would prevail in an arm's-length transaction with unrelated
third parties.

                  SECTION 6.06.  Certain Other  AgreementsSECTION  6.06. Certain
Other  Agreements.  The Borrower will not, and will not permit any Subsidiary to
(i) be bound by or enter into any agreement, amendment, covenant,  understanding
or  revision  to  any  agreement  which  directly  or  indirectly  (through  the
application  of financial  covenants or  otherwise)  prohibits or restricts  the
ability of such  Subsidiary  to declare and pay  dividends  or make any loans or
advances or any other  distribution  to the Borrower  (except for limitations on
the payment of  dividends  set forth in Schedule  3.17 or imposed by  applicable
law);  or (ii) be bound by or enter  into any  agreement,  indenture,  contract,
instrument,   amendment  or  lease  containing  any  covenant   restricting  the
incurrence of  Indebtedness  or governing the Borrower's  and the  Subsidiaries'
financial  condition if such  covenant is more  restrictive  than the  analogous
provision of this Agreement unless (A) the Borrower has delivered a copy of such
document to the Agent not less than 10 Business Days prior to executing the same
and (B) the Borrower  enters into an amendment to this Agreement to add the more
restrictive  covenant or to conform the analogous provision of this Agreement to
such more restrictive covenant.

                  SECTION 6.07.  Certain Financial CovenantsSECTION 6.07.
Certain Financial Covenants.   The Borrower will not:

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


                  (a) permit the ratio of Consolidated Total Indebtedness to the
sum of Consolidated  Total Indebtedness and Consolidated Net Worth to exceed .60
at any time; or

                  (b)  permit  the  assets of the  Subsidiaries,  other than the
Significant  Subsidiaries,  to represent in the  aggregate at any time more than
25% of Consolidated Total Assets.

                  SECTION 6.08.  Margin  StockSECTION  6.08.  Margin Stock.  The
Borrower will not, nor will it permit any  Subsidiary  to, own or acquire Margin
Stock such that at any time Margin Stock of the  Borrower  and its  Subsidiaries
represents  more than 25% of the value of the  assets  of the  Borrower  and its
Subsidiaries on a consolidated basis that are subject to Section 6.02 or Section
6.04.


ARTICLE VII.  EVENTS OF DEFAULTARTICLE VII.  EVENTS OF DEFAULT

                  In  case  of the  happening  of any  of the  following  events
("Events of Default"):

                  (a) any  representation  or warranty made or deemed made by or
         on behalf of the Borrower or any Subsidiary to the Lenders or the Agent
         under  or  in  connection  with  this  Agreement,   any  Loan,  or  any
         certificate or information  delivered in connection with this Agreement
         or any other Loan Document shall be materially  false on the date as of
         which made;

                  (b) nonpayment of principal of any Loan when due;

                  (c)  nonpayment  of  interest  upon  any Loan or of any Fee or
         other Obligations (other than an amount referred to in (b) above) under
         any of the Loan Documents within five days after the same becomes due;

                  (d) the breach by the Borrower of any of the terms or
         provisions of Section 5.07 or in Article VI;

                  (e) the  breach by the  Borrower  (other  than a breach  which
         constitutes  an Event of Default  under (a),  (b), (c) or (d) above) of
         any of the terms or provisions of this Agreement  which is not remedied
         within fifteen days after written notice from the Agent or any Lender;

                  (f)  failure  of the  Borrower  or any  Subsidiary  to pay any
         Indebtedness  in excess of $10,000,000  (or its equivalent in any other
         currency) in aggregate principal amount when due; or the default by the
         Borrower or any Subsidiary in the performance of any term, provision or
         condition  contained in any agreement  under which any  Indebtedness in
         excess of  $10,000,000  (or its  equivalent  in any other  currency) in
         aggregate  principal  amount was created or is governed,  the effect of
         which is to permit the holder or holders of such  Indebtedness to cause
         such  Indebtedness to become due prior to its stated  maturity;  or the
         default by the Borrower or any  Subsidiary  in the  performance  of any
         term, provision or condition contained in any agreement under which any
         Indebtedness  in excess of $10,000,000  (or its equivalent in any other
         currency) in aggregate principal amount was created or is governed, the
         effect of which is to cause the holder or holders of such  Indebtedness
         or a trustee  or other  representative  of such  holders  to cause such
         Indebtedness  to  become  due  prior  to its  stated  maturity;  or any
         Indebtedness  in excess of $10,000,000  (or its equivalent in any other
         currency) in aggregate principal amount shall be declared to be due and
         payable or required to be prepaid (other than by a regularly  scheduled
         payment) prior to the stated maturity thereof;

                  (g) the Borrower or any Specified Subsidiary shall (i) have an
         order  for  relief  entered  with  respect  to  it  under  the  Federal
         Bankruptcy  Code,  (ii) not pay, or admit in writing its  inability  to
         pay,  its debts  generally  as they  become  due,  (iii) make a general
         assignment for the benefit of creditors,  (iv) apply for, seek, consent
         to, or acquiesce in, the appointment of a receiver, custodian, trustee,
         examiner, liquidator or similar official for it or any substantial part
         of its  property,  (v) institute  any  proceeding  seeking an order for
         relief under the Federal  Bankruptcy Code or seeking to adjudicate it a
         bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
         reorganization,  arrangement,  adjustment or  composition  of it or its
         debts   under  any  law   relating   to   bankruptcy,   insolvency   or
         reorganization  or relief of debtors or fail to file an answer or other
         pleading denying the material  allegations of any such proceeding filed
         against it, (vi) take any  corporate  action to authorize or effect any
         of the foregoing  actions set forth in this paragraph (g) or (vii) fail
         to contest in good faith any appointment or proceeding described in the
         following paragraph (h);

                  (h)  without  the  application,  approval  or  consent  of the
         Borrower or any Subsidiary, a receiver,  trustee, examiner,  liquidator
         or  similar  official  shall  be  appointed  for  the  Borrower  or any
         Specified  Subsidiary or any  substantial  part of its  property,  or a
         proceeding described in clause (v) of the preceding paragraph (g) shall
         be instituted against the Borrower or any Specified Subsidiary and such
         appointment   continues   undischarged  or  such  proceeding  continues
         undismissed or unstayed for a period of 60 consecutive days;

                  (i)  any  court,   government  or  governmental  agency  shall
         condemn, seize or otherwise appropriate,  or take custody or control of
         all of the property of the Borrower or any  Subsidiary  or an amount of
         such property or assets having  depreciated book values  (determined in
         accordance  with GAAP) that in the  aggregate  for all  properties  and
         assets  so  appropriated  or taken  during  the term of this  Agreement
         exceed 15% of Consolidated Net Worth on any date of determination;

                  (j) the Borrower or any  Subsidiary  shall fail within 30 days
         to pay,  bond or  otherwise  discharge  any  judgment  or order for the
         payment  of money in excess of  $5,000,000  (or its  equivalent  in any
         other  currency)  that is not  stayed  on  appeal  or  otherwise  being
         appropriately contested in good faith;

                  (k) the Unfunded  Liabilities of all Plans shall exceed in the
         aggregate $5,000,000, or any Reportable Event shall occur in connection
         with any Plan or any Withdrawal Liability in excess of $2,500,000 shall
         be incurred with respect to any  Multiemployer  Plan or the Borrower or
         any member of the Controlled  Group has received any notice  concerning
         the  imposition  of  Withdrawal  Liability in excess of $2,500,000 or a
         determination  that a  Multiemployer  Plan  with  respect  to which the
         potential  Withdrawal  Liability  of the  Borrower or any member of the
         Controlled  Group  would  exceed  $2,500,000  is, or is expected to be,
         insolvent  or in  reorganization,  within  the  meaning  of Title IV of
         ERISA;

                  (l) a Change in Control shall have occurred; or

                  (m) prior to the  completion  of the  Spin-Off,  the  Borrower
         shall  fail  to be the  beneficial  owner  of at  least  (i) 90% of the
         outstanding  voting  securities  of KCSR,  (ii) 80% of the  outstanding
         voting  securities  of  Janus,  (iii)  80%  of the  outstanding  voting
         securities of Berger or (iv) 100% of the outstanding  voting securities
         of Stilwell;

then,  and in every such event (other than an event with respect to the Borrower
described in paragraph (g) or (h) above),  and at any time thereafter during the
continuance of such event,  the Agent,  at the request of the Required  Lenders,
shall, by notice to the Borrower,  take either or both of the following actions,
at the same or different times: (i) terminate forthwith the Commitments and (ii)
declare the Loans then  outstanding  to be forthwith due and payable in whole or
in part, whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall become forthwith due and payable, without presentment,  demand, protest or
any other notice of any kind,  all of which are hereby  expressly  waived by the
Borrower,  anything  contained  herein  or in any  other  Loan  Document  to the
contrary  notwithstanding;  and in  any  event  with  respect  to  the  Borrower
described in paragraph (g) or (h) above,  the  Commitments  shall  automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest  thereon and any unpaid  accrued Fees and all other  liabilities of the
Borrower   accrued   hereunder  and  under  any  other  Loan   Document,   shall
automatically become due and payable,  without presentment,  demand,  protest or
any other notice of any kind,  all of which are hereby  expressly  waived by the
Borrower,  anything  contained  herein  or in any  other  Loan  Document  to the
contrary notwithstanding.


ARTICLE VIII.  THE AGENTARTICLE VIII.  THE AGENT

                  In order to expedite  the  transactions  contemplated  by this
Agreement,  The  Chase  Manhattan  Bank is hereby  appointed  to act as Agent on
behalf of the Lenders.  Each of the Lenders  hereby  irrevocably  authorizes the
Agent to take such  actions on behalf of such  Lender or holder and to  exercise
such  powers  as are  specifically  delegated  to the  Agent  by the  terms  and
provisions  hereof and of the other Loan  Documents,  together with such actions
and powers as are reasonably  incidental thereto.  The Agent is hereby expressly
authorized by the Lenders, without hereby limiting any implied authority, (a) to
receive on behalf of the Lenders all  payments of  principal  of and interest on
the Loans and all other  amounts due to the Lenders  hereunder,  and promptly to
distribute  to each Lender its proper share of each payment so received;  (b) to
give  notice on behalf of each of the  Lenders to the  Borrower  of any Event of
Default  specified  in this  Agreement  of which the Agent has actual  knowledge
acquired in connection with its agency hereunder;  and (c) to distribute to each
Lender copies of all notices, financial statements and other materials delivered
by the Borrower pursuant to this Agreement as received by the Agent.

                  Neither  the  Agent  nor  any  of  its  directors,   officers,
employees  or agents  shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or wilful misconduct,  or
be  responsible  for any  statement,  warranty or  representation  herein or the
contents of any document  delivered in  connection  herewith,  or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower of any of the terms,  conditions,  covenants or agreements contained in
any Loan Document. The Agent shall not be responsible to the Lenders for the due
execution,  genuineness,  validity,  enforceability  or  effectiveness  of  this
Agreement or any other Loan Documents or other  instruments  or agreements.  The
Agent  shall in all cases be fully  protected  in  acting,  or  refraining  from
acting, in accordance with written  instructions  signed by the Required Lenders
and, except as otherwise specifically provided herein, such instructions and any
action or inaction  pursuant  thereto  shall be binding on all the Lenders.  The
Agent shall, in the absence of knowledge to the contrary, be entitled to rely on
any  instrument  or  document  believed  by it in good faith to be  genuine  and
correct and to have been signed or sent by the proper person or persons. Neither
the Agent nor any of its directors, officers, employees or agents shall have any
responsibility  to the  Borrower  on  account  of the  failure  of or  delay  in
performance  or breach by any Lender of any of its  obligations  hereunder or to
any Lender on account of the failure of or delay in performance or breach by any
other Lender or the Borrower of any of their respective obligations hereunder or
under any other Loan Document or in connection herewith or therewith.  The Agent
may execute any and all duties  hereunder by or through  agents or employees and
shall be entitled to rely upon the advice of legal  counsel  selected by it with
respect to all matters arising  hereunder and shall not be liable for any action
taken or  suffered  in good  faith by it in  accordance  with the advice of such
counsel.

                  The Lenders hereby  acknowledge  that the Agent shall be under
no duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this  Agreement  unless it shall be requested in writing to do
so by the Required Lenders.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, the Agent may resign at any time by notifying the Lenders and
the Borrower.  Upon any such  resignation,  the Required  Lenders shall have the
right,  after  consultation  with the  Borrower,  to appoint a successor.  If no
successor  shall have been so appointed  by the Required  Lenders and shall have
accepted such  appointment  within 30 days after the retiring Agent gives notice
of its  resignation,  then the  retiring  Agent may,  on behalf of the  Lenders,
appoint a successor  Agent which shall be a bank with an office in New York, New
York,  having a  combined  capital  and  surplus of at least  $50,000,000  or an
Affiliate of any such bank.  Upon the  acceptance  of any  appointment  as Agent
hereunder by a successor bank, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent and the
retiring Agent shall be discharged  from its duties and  obligations  hereunder.
After the Agent's  resignation  hereunder,  the  provisions  of this Article and
Section 9.05 shall  continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Agent.

                  With respect to the Loans made by it  hereunder,  the Agent in
its  individual  capacity and not as Agent shall have the same rights and powers
as any other  Lender and may  exercise the same as though it were not the Agent,
and the Agent and its  Affiliates may accept  deposits  from,  lend money to and
generally  engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Agent.

                  Each Lender agrees (i) to reimburse the Agent,  on demand,  in
the amount of its pro rata share (based on its  Commitment  hereunder or, if the
Total Commitment  shall be terminated,  the percentage it holds of the aggregate
outstanding  principal  amount of the Loans) of any  expenses  incurred  for the
benefit of the Lenders by the Agent,  including counsel fees and compensation of
agents and employees paid for services rendered on behalf of the Lenders,  which
shall not have been  reimbursed  by the Borrower and (ii) to indemnify  and hold
harmless the Agent and any of its directors,  officers,  employees or agents, on
demand,  in the  amount of such pro rata  share,  from and  against  any and all
liabilities, taxes, obligations, losses, damages, penalties, actions, judgments,
suits,  costs,  expenses or disbursements of any kind or nature whatsoever which
may be imposed on,  incurred by or  asserted  against it in its  capacity as the
Agent or any of them in any way relating to or arising out of this  Agreement or
any other  Loan  Document  or any  action  taken or omitted by it or any of them
under this  Agreement or any other Loan  Document,  to the extent the same shall
not have been  reimbursed  by the  Borrower;  provided  that no Lender  shall be
liable to the Agent for any portion of such  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or wilful  misconduct of the Agent or any of
its directors, officers, employees or agents.

                  Each  Lender  acknowledges  that  it  has,  independently  and
without  reliance upon the Agent or any other Lender and based on such documents
and information as it has deemed  appropriate,  made its own credit analysis and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently and without reliance upon the Agent or any other Lender and
based on such  documents  and  information  as it shall  from  time to time deem
appropriate,  continue to make its own  decisions in taking or not taking action
under or based upon this  Agreement  or any other  Loan  Document,  any  related
agreement or any document furnished hereunder or thereunder.


ARTICLE IX.  MISCELLANEOUSARTICLE IX.  MISCELLANEOUS

                  SECTION 9.01.  NoticesSECTION 9.01. Notices. Notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight  courier service,  mailed or sent by graphic scanning or other
telegraphic communications equipment of the sending party, as follows:

                  (a) if to the Borrower,  to it at 114 West 11th Street, Kansas
         City,  Missouri  64105-1808,  Attention of the Vice President - Finance
         (Telecopy No. (816)  983-1192),  with a copy to the Vice  President and
         Secretary (Telecopy No. (816) 983-1192);

                  (b) if to the Agent, to it at The Chase Manhattan Bank, Loan
         and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
         York, NY 10081, Attention of Margaret Swales (Telecopy No. (212)
         552-5662) for Standby Borrowings and Chris Consomer (Telecopy No. (212)
         552-5627) for Competitive Borrowings, with a copy to Chase Securities
         Inc., 10 South LaSalle Street Chicago, IL 60603, Attention of Deborah
         K. Welles (Telecopy No. (312) 807-4077); and

                  (c) if to the Swingline Lender, to it at The Chase Manhattan
         Bank, Attention of Margaret Swales (Telecopy No. (212) 552-5662); and

                  (d) if to a Lender, to it at its address (or telecopy number)
         set forth in its Administrative Questionnaire.

All notices and other  communications  given to any party  hereto in  accordance
with the provisions of this Agreement  shall be deemed to have been given on the
date of receipt if  delivered by hand or  overnight  courier  service or sent by
telecopy or other telegraphic  communications equipment of the sender, or on the
date five  Business  Days after  dispatch by  certified  or  registered  mail if
mailed,  in each case  delivered,  sent or mailed  (properly  addressed) to such
party  as  provided  in this  Section  9.01 or in  accordance  with  the  latest
unrevoked direction from such party given in accordance with this Section 9.01.

                  SECTION 9.02. Survival of  AgreementSECTION  9.02. Survival of
Agreement. All covenants, agreements, representations and warranties made by the
Borrower  herein  and in the  certificates  or  other  instruments  prepared  or
delivered  in  connection  with or pursuant to this  Agreement or any other Loan
Document  shall be  considered to have been relied upon by the Lenders and shall
survive the making by the Lenders of the Loans,  regardless of any investigation
made by the  Lenders or on their  behalf,  and shall  continue in full force and
effect as long as the  principal  of or any accrued  interest on any Loan or any
Fee or any other amount  payable under this Agreement or any other Loan Document
is  outstanding  and  unpaid  and so  long  as the  Commitments  have  not  been
terminated.

                  SECTION 9.03. Binding EffectSECTION 9.03. Binding Effect. This
Agreement  shall  become  effective  when it shall  have  been  executed  by the
Borrower  and the Agent and when the Agent  shall have  received  copies  hereof
which, when taken together,  bear the signatures of each Lender,  and thereafter
shall be binding  upon and inure to the benefit of the  Borrower,  the Agent and
each  Lender  and their  respective  successors  and  assigns,  except  that the
Borrower shall not have the right to assign its rights hereunder or any interest
herein  without the prior  consent of all the  Lenders.  Delivery of an executed
signature page of any Loan Document by facsimile transmission shall be effective
as delivery of a manually executed counterpart thereof.

                  SECTION 9.04.  Successors and AssignsSECTION 9.04.  Successors
and  Assigns.  (a)  Whenever  in this  Agreement  any of the  parties  hereto is
referred  to,  such  reference  shall be deemed to include  the  successors  and
assigns of such party;  and all  covenants,  promises  and  agreements  by or on
behalf of the  Borrower,  the Agent or the Lenders  that are  contained  in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns.

                  (b) Each Lender may assign to one or more  assignees  all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion of its  Commitment  and the Standby  Loans at the time owing to
it); provided, however, that (i) except in the case of an assignment to a Lender
or an Affiliate of such Lender,  the Borrower and the Agent (and, in the case of
an assignment of all or a portion of a Commitment or any Lender's obligations in
respect of its Swingline  Exposure,  the Swingline  Lender must give their prior
written  consent to such  assignment  (which  consent shall not be  unreasonably
withheld),  (ii) each such assignment shall be of a constant, and not a varying,
percentage  of all the  assigning  Lender's  rights and  obligations  under this
Agreement, (iii) the amount of the Commitment of the assigning Lender subject to
each such  assignment  (determined  as of the date the Assignment and Acceptance
with  respect to such  assignment  is  delivered to the Agent) shall not be less
than  $10,000,000  (and shall be an integral  multiple of $1,000,000),  (iv) the
parties  to each such  assignment  shall  execute  and  deliver  to the Agent an
Assignment and Acceptance and a processing and recordation fee of $3,000 and (v)
the  assignee,  if it shall  not be a  Lender,  shall  deliver  to the  Agent an
Administrative   Questionnaire.   Upon  acceptance  and  recording  pursuant  to
paragraph (e) of this Section 9.04,  from and after the effective date specified
in each Assignment and  Acceptance,  which effective date shall be at least five
Business Days after the execution thereof,  (A) the assignee thereunder shall be
a party  hereto and, to the extent of the interest  assigned by such  Assignment
and Acceptance, have the rights and obligations of a Lender under this Agreement
and (B) the assigning  Lender  thereunder  shall,  to the extent of the interest
assigned by such  Assignment and  Acceptance,  be released from its  obligations
under this Agreement (and, in the case of an Assignment and Acceptance  covering
all or the remaining  portion of an assigning  Lender's  rights and  obligations
under this  Agreement,  such Lender  shall cease to be a party hereto (but shall
continue to be entitled to the benefits of Sections 2.13,  2.15,  2.19 and 9.05,
as well as to any Fees  accrued  for its account  hereunder  and not yet paid)).
Notwithstanding  the foregoing,  any Lender assigning its rights and obligations
under this Agreement may retain any Competitive  Loans made by it outstanding at
such time, and in such case shall retain its rights  hereunder in respect of any
Loans so retained  until such Loans have been repaid in full in accordance  with
this Agreement.

                  (c) By executing and delivering an Assignment and  Acceptance,
the assigning Lender  thereunder and the assignee  thereunder shall be deemed to
confirm to and agree with each other and the other  parties  hereto as  follows:
(i) such assigning  Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its  Commitment,   and  the  outstanding  balances  of  its  Standby  Loans  and
Competitive  Loans,  in each case without giving effect to  assignments  thereof
which  have  not  become  effective,  are as set  forth in such  Assignment  and
Acceptance,  (ii) except as set forth in (i) above,  such assigning Lender makes
no representation or warranty and assumes no responsibility  with respect to any
statements,  warranties or  representations  made in or in connection  with this
Agreement, or the execution,  legality, validity,  enforceability,  genuineness,
sufficiency  or value of this  Agreement,  any other Loan  Document or any other
instrument or document furnished  pursuant hereto or the financial  condition of
the Borrower or any Subsidiary or the  performance or observance by the Borrower
or any Subsidiary of any of its obligations under this Agreement, any other Loan
Document or any other instrument or document  furnished  pursuant hereto;  (iii)
such assignee  represents  and warrants  that it is legally  authorized to enter
into such  Assignment and  Acceptance;  (iv) such assignee  confirms that it has
received  a copy of this  Agreement,  together  with  copies of the most  recent
financial statements delivered pursuant to Section 5.04 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such  Assignment and  Acceptance;  (v) such assignee will
independently  and without reliance upon the Agent, such assigning Lender or any
other  Lender  and based on such  documents  and  information  as it shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not  taking  action  under  this  Agreement;  (vi) such  assignee  appoints  and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such powers  under this  Agreement  as are  delegated  to the Agent by the terms
hereof,  together with such powers as are  reasonably  incidental  thereto;  and
(vii) such assignee  agrees that it will perform in accordance  with their terms
all the  obligations  which by the terms of this  Agreement  are  required to be
performed by it as a Lender.

                  (d) The Agent shall maintain at one of its offices in The City
of New  York a copy of each  Assignment  and  Acceptance  delivered  to it and a
register for the recordation of the names and addresses of the Lenders,  and the
Commitment of, and principal  amount of the Loans owing to, each Lender pursuant
to the terms  hereof  from time to time (the  "Register").  The  entries  in the
Register  shall be conclusive in the absence of manifest error and the Borrower,
the Agent and the Lenders  may treat each  person  whose name is recorded in the
Register  pursuant to the terms hereof as a Lender hereunder for all purposes of
this  Agreement.  The Register shall be available for inspection by the Borrower
and any Lender,  at any  reasonable  time and from time to time upon  reasonable
prior notice.

                  (e)  Upon  its  receipt  of a duly  completed  Assignment  and
Acceptance  executed by an assigning  Lender and an assignee and, if applicable,
the Swingline Lender, an  Administrative  Questionnaire  completed in respect of
the assignee  (unless the assignee  shall  already be a Lender  hereunder),  the
processing  and  recordation  fee  referred  to in  paragraph  (b) above and, if
required,  the written consent of the Borrower and the Agent to such assignment,
the Agent  shall (i) accept  such  Assignment  and  Acceptance,  (ii) record the
information  contained  therein in the  Register  and (iii) give  prompt  notice
thereof to the Lenders.

                  (f) Each Lender may without the consent of the  Borrower,  the
Swingline Lender or the Agent sell  participations to one or more banks or other
entities in all or a portion of its rights and obligations  under this Agreement
(including  all or a  portion  of its  Commitment  and the  Loans  owing to it);
provided, however, that (i) such Lender's obligations under this Agreement shall
remain unchanged,  (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations,  (iii) the participating
banks or other entities shall be entitled to the benefit of the cost  protection
provisions  contained in Sections  2.13,  2.15 and 2.19 to the same extent as if
they were Lenders, provided that the participating banks or other entities shall
not be entitled to receive any more than the selling  Lender would have received
had it not sold the participation and (iv) the Borrower, the Agent and the other
Lenders  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with such Lender's rights and obligations  under this Agreement,  and
such  Lender  shall  retain  the sole right to enforce  the  obligations  of the
Borrower  relating to the Loans and to approve any  amendment,  modification  or
waiver of any provision of this Agreement (other than amendments,  modifications
or waivers  decreasing any fees payable  hereunder or the amount of principal of
or the rate at which  interest is payable on the Loans,  extending any scheduled
principal payment date or date fixed for the payment of interest on the Loans or
changing or extending the Commitments).

                  (g) Any Lender or  participant  may,  in  connection  with any
assignment or participation or proposed assignment or participation  pursuant to
this Section 9.04,  disclose to the assignee or participant or proposed assignee
or participant any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower;  provided that, prior to any such disclosure of
information  designated  by the  Borrower as  confidential,  each such  proposed
assignee or participant shall execute a confidentiality agreement in the form of
Exhibit F hereto.

                  (h) Any  Lender may at any time  assign all or any  portion of
its rights under this Agreement issued to it to a Federal Reserve Bank; provided
that no such  assignment  shall  release  a Lender  from any of its  obligations
hereunder.  In order to facilitate such an assignment to a Federal Reserve Bank,
the Borrower,  shall, at the request of the assigning  Lender,  duly execute and
deliver to the assigning  Lender a promissory note or notes evidencing the Loans
made to the Borrower by the assigning Lender hereunder.

                  (i) The  Borrower  shall  not  assign or  delegate  any of its
rights or duties hereunder, except as provided in the AAA Agreement.

                  SECTION  9.05.  Expenses;   IndemnitySECTION  9.05.  Expenses;
Indemnity.  (a) The Borrower agrees to pay all reasonable out-of-pocket expenses
incurred by the Agent in connection  with the  preparation of this Agreement and
the other Loan Documents or in connection with any amendments,  modifications or
waivers of the  provisions  hereof or thereof  (whether or not the  transactions
hereby contemplated shall be consummated) or incurred by the Agent or any Lender
in connection  with the  enforcement or protection of their rights in connection
with this Agreement and the other Loan Documents or in connection with the Loans
made,  including the  reasonable  fees,  charges and  disbursements  of Cravath,
Swaine  &  Moore,  counsel  for the  Agent,  and,  in  connection  with any such
amendment,  modification  or waiver or any such  enforcement or protection,  the
fees,  charges  and  disbursements  of any  other  counsel  for the Agent or any
Lender. The Borrower further agrees that it shall indemnify the Lenders from and
hold them harmless against any documentary taxes, assessments or charges made by
any  Governmental  Authority  by reason of the  execution  and  delivery of this
Agreement or any of the other Loan Documents.

                  (b) The Borrower  agrees to indemnify  the Agent,  each Lender
and each of their  respective  directors,  officers,  employees and agents (each
such person being called an "Indemnitee")  against,  and to hold each Indemnitee
harmless  from, any and all losses,  claims,  damages,  liabilities  and related
expenses, including reasonable counsel fees, charges and disbursements, incurred
by or asserted against any Indemnitee arising out of, in any way connected with,
or as a result of (i) the  execution or delivery of this  Agreement or any other
Loan  Document  or  any  agreement  or  instrument   contemplated  thereby,  the
performance by the parties thereto of their respective obligations thereunder or
the  consummation of the Transactions  and the other  transactions  contemplated
thereby,  (ii)  the  use of the  proceeds  of the  Loans  or  (iii)  any  claim,
litigation,  investigation  or  proceeding  relating  to any  of the  foregoing,
whether or not any Indemnitee is a party  thereto;  provided that such indemnity
shall not, as to any  Indemnitee,  be  available to the extent that such losses,
claims,  damages,  liabilities or related expenses (i) are determined by a court
of competent  jurisdiction by final and nonappealable  judgment to have resulted
from the negligence or wilful  misconduct of such  Indemnitee and (ii) have not,
in whole or in part, arisen out of or resulted from any act, or omission to act,
of the Borrower or any of its Affiliates.

                  (c) The provisions of this Section 9.05 shall remain operative
and in full force and effect  regardless  of the  expiration of the term of this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this  Agreement or any other Loan  Document,  or any  investigation
made by or on behalf of the Agent or any  Lender.  All  amounts  due under  this
Section 9.05 shall be payable on written demand therefor.

                  SECTION 9.06. Right of SetoffSECTION 9.06. Right of Setoff. If
an Event of Default shall have occurred and be continuing, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all  deposits  (general  or  special,  time or
demand,  provisional  or final) at any time held and other  indebtedness  at any
time owing by such  Lender to or for the credit or the  account of the  Borrower
against any of and all the obligations of the Borrower now or hereafter existing
under this Agreement and other Loan Documents held by such Lender,  irrespective
of whether or not such Lender shall have made any demand under this Agreement or
such other Loan Document and although  such  obligations  may be unmatured.  The
rights of each Lender  under this  Section  are in addition to other  rights and
remedies (including other rights of setoff) which such Lender may have.

                  SECTION 9.07.  Applicable LawSECTION 9.07.  Applicable Law.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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


                  SECTION  9.08.   Waivers;   AmendmentSECTION   9.08.  Waivers;
Amendment.  (a) No failure or delay of the Agent or any Lender in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or  partial  exercise  of  any  such  right  or  power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and  remedies  of the Agent and the Lenders  hereunder  and under the other Loan
Documents are  cumulative  and are not exclusive of any rights or remedies which
they would  otherwise  have. No waiver of any provision of this Agreement or any
other Loan Document or consent to any departure by the Borrower  therefrom shall
in any event be effective  unless the same shall be  permitted by paragraph  (b)
below,  and then such waiver or consent shall be effective  only in the specific
instance  and for the  purpose  for  which  given.  No  notice  or demand on the
Borrower in any case shall  entitle the Borrower to any other or further  notice
or demand in similar or other circumstances.

                  (b) Neither this  Agreement  nor any  provision  hereof may be
waived,  amended or modified  except  pursuant to an agreement or  agreements in
writing  entered  into by the  Borrower  and  the  Required  Lenders;  provided,
however,  that no such agreement shall (i) decrease the principal  amount of, or
extend the maturity of or any scheduled  principal  payment date or date for the
payment of any interest on any Loan,  or waive or excuse any such payment or any
part  thereof,  or decrease the rate of interest on any Loan,  without the prior
written  consent of each  Lender  affected  thereby,  (ii)  change or extend the
Commitment  or decrease  the  Facility  Fees or  Utilization  Fees of any Lender
without the prior written  consent of such Lender,  or (iii) amend or modify the
provisions of Section 2.16,  the provisions of this Section or the definition of
"Required Lenders",  without the prior written consent of each Lender;  provided
further  that no such  agreement  shall amend,  modify or  otherwise  affect the
rights or duties of the Agent or the  Swingline  Lender  hereunder  without  the
prior written consent of the Agent or the Swingline  Lender, as the case may be.
Each Lender shall be bound by any waiver,  amendment or modification  authorized
by this  Section and any consent by any Lender  pursuant to this  Section  shall
bind any person subsequently acquiring a Loan from it.

                  SECTION 9.09. Interest Rate  LimitationSECTION  9.09. Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time
the  applicable  interest  rate,  together  with all fees and charges  which are
treated as interest  under  applicable  law  (collectively  the  "Charges"),  as
provided for herein or in any other document executed in connection herewith, or
otherwise  contracted for, charged,  received,  taken or reserved by any Lender,
shall  exceed  the  maximum  lawful  rate  (the  "Maximum  Rate")  which  may be
contracted  for,  charged,  taken,  received  or  reserved  by  such  Lender  in
accordance with  applicable law, the rate of interest  payable on the Loans made
by such  Lender,  together  with all Charges  payable to such  Lender,  shall be
limited to the Maximum Rate.

                  SECTION 9.10. Entire  AgreementSECTION 9.10. Entire Agreement.
This  Agreement  and the other Loan  Documents  constitute  the entire  contract
between  the  parties  relative  to the  subject  matter  hereof.  Any  previous
agreement  among the  parties  with  respect  to the  subject  matter  hereof is
superseded  by this  Agreement  and the other  Loan  Documents.  Nothing in this
Agreement or in the other Loan Documents,  expressed or implied,  is intended to
confer  upon any party  other than the  parties  hereto and  thereto any rights,
remedies, obligations or liabilities under or by reason of this Agreement or the
other Loan Documents.

                  SECTION 9.11. Waiver of Jury TrialSECTION 9.11. Waiver of Jury
Trial.  Each party hereto  hereby  waives,  to the fullest  extent  permitted by
applicable  law,  any  right it may have to a trial  by jury in  respect  of any
litigation  directly or indirectly  arising out of, under or in connection  with
this  Agreement  or any of the other  Loan  Documents.  Each  party  hereto  (a)
certifies  that no  representative,  agent or  attorney  of any other  party has
represented,  expressly  or  otherwise,  that such other party would not, in the
event of litigation,  seek to enforce the foregoing  waiver and (b) acknowledges
that it and the other  parties  hereto  have  been  induced  to enter  into this
Agreement and the other Loan Documents,  as applicable,  by, among other things,
the mutual waivers and certifications in this Section 9.11.

                  SECTION 9.12.  SeverabilitySECTION 9.12. Severability.  In the
event any one or more of the  provisions  contained in this  Agreement or in any
other Loan Document  should be held  invalid,  illegal or  unenforceable  in any
respect,  the validity,  legality and enforceability of the remaining provisions
contained  herein  and  therein  shall not in any way be  affected  or  impaired
thereby.  The parties shall endeavor in good-faith  negotiations  to replace the
invalid,  illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible  to that of the  invalid,  illegal or
unenforceable provisions.

                  SECTION 9.13.  CounterpartsSECTION  9.13.  Counterparts.  This
Agreement  may be  executed  in two or more  counterparts,  each of which  shall
constitute an original but all of which when taken together shall constitute but
one contract, and shall become effective as provided in Section 9.03.

                  SECTION  9.14.  HeadingsSECTION  9.14.  Headings.  Article and
Section  headings and the Table of Contents used herein are for  convenience  of
reference  only,  are not  part  of this  Agreement  and are not to  affect  the
construction  of,  or to be  taken  into  consideration  in  interpreting,  this
Agreement.

                  SECTION   9.15.   Jurisdiction;    Consent   to   Service   of
ProcessSECTION  9.15.  Jurisdiction;  Consent  to Service  of  Process.  (a) The
Borrower hereby  irrevocably  and  unconditionally  submits,  for itself and its
property,  to the  nonexclusive  jurisdiction  of any New  York  State  court or
Federal court of the United States of America  sitting in New York City, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this Agreement or the other Loan  Documents,  or for  recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees  that all claims in  respect of any such  action or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding  relating to this Agreement
or the other Loan  Documents  against any other party or its  properties  in the
courts of any jurisdiction.

                  (b)  The  Borrower  hereby  irrevocably  and   unconditionally
waives,  to the  fullest  extent  it may  legally  and  effectively  do so,  any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding  arising out of or relating to this  agreement or the other
Loan  Documents  in any New York State or  Federal  court.  Each of the  parties
hereto hereby  irrevocably  waives,  to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

                  (c)  Each  party to this  Agreement  irrevocably  consents  to
service of process in the manner  provided for notices in Section 9.01.  Nothing
in this  Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.16.  ConfidentialitySECTION  9.16.  Confidentiality.
(a) Each Lender  agrees to keep  confidential  and not to disclose (and to cause
its officers,  directors,  employees,  agents, Affiliates and representatives to
keep  confidential  and not to disclose)  all  Information  (as defined  below),
except that such Lender shall be permitted to disclose  Information  (i) to such
of  its  officers,  directors,   employees,  advisors,  agents,  Affiliates  and
representatives  as  need  to know  such  Information  in  connection  with  the
servicing  and  protection  of  its  interests  in  respect  of  its  Loans  and
Commitments,  the  Loan  Documents  and the  Transactions;  (ii)  to the  extent
required by applicable  laws and regulations or by any subpoena or similar legal
process or requested by any Governmental Authority having jurisdiction over such
Lender;  (iii) to the extent such  Information  (A) becomes  publicly  available
other  than as a result of a breach by such  Lender  of this  Agreement,  (B) is
generated   by  such   Lender  or  becomes   available   to  such  Lender  on  a
nonconfidential basis from a source other than the Borrower or its Affiliates or
the Agent, or (C) was available to such Lender on a nonconfidential  basis prior
to its disclosure to such Lender by the Borrower or its Affiliates or the Agent;
(iv) as provided in Section  9.04(g);  or (v) to the extent the  Borrower  shall
have  consented to such  disclosure  in writing.  As used in this Section  9.16,
"Information" shall mean the Confidential  Memorandum and any other confidential
materials,  documents and information relating to the Borrower that the Borrower
or any of its  Affiliates  may have furnished or made available or may hereafter
furnish or make  available  to the Agent or any Lender in  connection  with this
Agreement.

                  (b)  Each  Transferee  shall  be  deemed,   by  accepting  any
assignment  or  participation  hereunder,  to have  agreed  to be  bound by this
Section 9.16.

                  SECTION 9.17.  AAA Agreement  AuthorizationSECTION  9.17.  AAA
Agreement Authorization. Each of the Lenders hereby authorizes and instructs the
Agent to execute and deliver,  on such Lender's  behalf,  in connection with the
Spin-Off and the  Assumption,  the AAA Agreement.  Each of KCSI, each Lender and
the Agent  acknowledges  that  pursuant  to the AAA  Agreement,  upon  execution
thereof by KCSI,  Stilwell and the Agent, on behalf of the Lenders,  and subject
to the  satisfaction  (or waiver by the Required  Lenders) of the conditions set
forth  therein (i) KCSI shall  assign and  delegate  to Stilwell  its rights and
obligations  hereunder and shall  thereafter  be released  from its  obligations
hereunder,  (ii) this Agreement shall be amended and restated as provided in the
AAA  Agreement  and (iii)  Stilwell  shall assume the  obligations  assigned and
delegated  to it by KCSI and shall  become  and be the sole  obligor  under this
Agreement as amended by the AAA Agreement.

                  IN  WITNESS  WHEREOF,  KCSI,  the Agent and the  Lenders  have
caused  this  Agreement  to be duly  executed  by  their  respective  authorized
officers as of the day and year first above written.

KANSAS CITY SOUTHERN INDUSTRIES, INC.,

     by
           /s/ Anthony P. McCarthy
       ---------------------------
       Name:  Anthony P. McCarthy
       Title: Vice President & Treasurer


THE CHASE MANHATTAN BANK, individually and as
Administrative Agent and as Swingline Lender,

     by
           /s/ Laurie B. Perper
       ------------------------
       Name:  Laurie B. Perper
       Title: Vice President


BANK OF AMERICA, N.A.,  individually and as Documentation
Agent,

     by
           /s/ John G. Hayes
       Name:  John G. Hayes
       Title: Principal

FLEET NATIONAL BANK, individually and as Syndication Agent,

     by
           /s/ Thomas E. McKinlay
       --------------------------
       Name:  Thomas E. McKinlay
       Title: Senior Vice President


BANK HAPOALIM,

     by
           /s/ Conrad Wagner       /s/ Marc Bosc
       Name:  Conrad Wagner        Marc Bosc
       Title: First Vice President Vice President


THE BANK OF NEW YORK,

     by
           /s/ Scott H. Buitekant
       --------------------------
       Name:  Scott H. Buitekant
       Title: Vice President




<PAGE>


THE BANK OF NOVA SCOTIA,

     by
           /s/ F. C. H. Ashby
       ----------------------
       Name:   F. C. H. Ashby
       Title:  Senior Manager Loan Operations


DEUTSCHE BANK AG, NEW YORK and/or CAYMAN ISLANDS BRANCHES,

     by
           /s/ Elizabeth Zieglmeier
       Name:   Elizabeth Zieglmeier
       Title:  Director


     by
           /s/ Clinton M. Johnson
       Name:   Clinton M. Johnson
       Title:  Managing Director


THE FUJI BANK, LIMITED,

     by
           /s/ Peter L. Chinnici
       Name:   Peter L. Chinnici
       Title:  Senior Vice President & Group Head


MERCANTILE BANK,

     by
           /s/ Barry P. Sullivan
       Name:   Barry P. Sullivan
       Title:  Vice President


NATIONAL AUSTRALIA BANK LIMITED,

     by
           /s/ Michael G. McHugh
       Name:   Michael G. McHugh
       Title:  Vice President


STATE STREET BANK AND TRUST COMPANY,

     by
           /s/ Vincent Starck
       Name:   Vincent Starck
       Title:  Assistant Vice President




<PAGE>


UMB BANK, N.A.,

     by
           /s/ Terry Dierks
       Name:   Terry Dierks
       Title:  Senior Vice President



<PAGE>


                                                                               2

                                        WESTDEUTSCHE LANDESBANK
                                        GIROZENTRALE,

                                                                              by
                                                      /s/ Jay White
                                                     Name:  Jay White
                                                     Title:    Vice President


                                               by
                                                     /s/ Kenneth R. Crespo
                                                     Name:  Kennth R. Crespo
                                                     Title:    Vice President


<PAGE>


                                                                    EXHIBIT A-1

                                      FORM OF COMPETITIVE BID REQUEST



The Chase Manhattan Bank, as Agent
  for the Lenders referred to below
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, NY  10081
Attention:  Chris Consomer

with a copy to:

Chase Securities Inc.
10 South LaSalle Street
Chicago, IL  60603
Attention:  Deborah K. Welles

                                                                        [Date]


         Re:      364-Day Credit Agreement Referred to Below

Dear Sirs:

                  The undersigned,  Kansas City Southern  Industries,  Inc. (the
"Borrower"),  refers to the 364-Day  Competitive  Advance and  Revolving  Credit
Facility Agreement dated as of January 11, 2000 (as it may hereafter be amended,
modified, extended or restated from time to time, the "Credit Agreement"), among
the Borrower,  the Lenders from time to time party thereto,  The Chase Manhattan
Bank, as Administrative  Agent, Bank of America,  N.A., as Documentation  Agent,
and Fleet National Bank, as Syndication Agent. Capitalized terms used herein and
not otherwise  defined herein shall have the meanings  assigned to such terms in
the Credit  Agreement.  The Borrower hereby gives you notice pursuant to Section
2.03(a) of the Credit  Agreement that it requests a Competitive  Borrowing under
the Credit Agreement, and in that connection sets forth below the terms on which
such Competitive Borrowing is requested to be made:

                  (A)  Date of Competitive Borrowing
                            (which is a Business Day)

                  (B)  Principal amount of
                             Competitive Borrowing1

                  (C)  Interest rate basis2

                  (D)  Interest Period and the last
                           day thereof3
                  Upon  acceptance  of any or all of the  Loans  offered  by the
Banks  in  response  to this  request,  the  Borrower  shall be  deemed  to have
represented  and warranted  that the  conditions to lending  specified in Sectin
4.01(b) and (c) of the Credit Agreement have been satisfied.

                                Very truly yours,

                                  KANSAS CITY SOUTHERN INDUSTRIES, INC.,

by

Title:  [Responsible Officer]


<PAGE>



                                                              EXHIBIT A-2
                                 FORM OF NOTICE OF COMPETITIVE BID REQUEST

[Name of Bank]
[Address]

Attention:

                                                                       [Date]

         Re:      364-Day Credit Agreement Referred to Below

Dear Sirs:

                  Reference  is  made to the  364-Day  Competitive  Advance  and
Revolving  Credit  Facility  Agreement  dated as of January  11, 2000 (as it may
hereafter  be amended,  modified,  extended or restated  from time to time,  the
"Credit  Agreement"),   among  Kansas  City  Southern   Industries,   Inc.  (the
"Borrower"),  the Lenders from time to time party thereto,  The Chase  Manhattan
Bank, as Administrative  Agent, Bank of America,  N.A., as Documentation  Agent,
and Fleet National Bank, as Syndication Agent. Capitalized terms used herein and
not otherwise  defined herein shall have the meanings  assigned to such terms in
the Credit  Agreement.  The Borrower  made a  Competitive  Bid Request on , 20 ,
pursuant to Section 2.03(a) of the Credit Agreement,  and in that connection you
are invited to submit a Competitive Bid by [Date]/[Time].4  Your Competitive Bid
must comply with Section 2.03(b) of the Credit Agreement and the terms set forth
below on which the Competitive Bid Request was made:

(A)  Date of Competitive Borrowing

(B)  Principal amount of
Competitive Borrowing

(C)  Interest rate basis

(D)  Interest Period and the last
day thereof


                                     Very truly yours,

                                     THE CHASE MANHATTAN BANK, as Agent,

by

Title:


<PAGE>



                                                                 EXHIBIT A-3

                                          FORM OF COMPETITIVE BID

The Chase Manhattan Bank, as Agent
  for the Lenders referred to below
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, NY 10081
Attention:  Chris Consomer

with a copy to:

Chase Securities Inc.
10 South LaSalle Street
Chicago, IL 60603
Attention:  Deborah K. Welles

                                                                      [Date]


         Re:      364-Day Credit Agreement Referred to Below

Dear Sirs:

                  The  undersigned,  [Name  of  Bank],  refers  to  the  364-Day
Competitive  Advance and Revolving Credit Facility Agreement dated as of January
11, 2000 (as it may  hereafter be amended,  modified,  extended or restated from
time to time, the "Credit  Agreement"),  among Kansas City Southern  Industries,
Inc. (the  "Borrower"),  the Lenders from time to time party thereto,  The Chase
Manhattan Bank, as Administrative Agent, Bank of America, N.A., as Documentation
Agent,  and Fleet National Bank, as Syndication  Agent.  Capitalized  terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit  Agreement.  The undersigned  hereby makes a Competitive Bid
pursuant  to  Section  2.03(b)  of the  Credit  Agreement,  in  response  to the
Competitive  Bid Request made by the  Borrower on , 19 , and in that  connection
sets forth below the terms on which such Competitive Bid is made:

                  (A)  Principal Amount5

                  (B)  Competitive Bid Rate6

                  (C)  Interest Period and last
day thereof

                  The undersigned  hereby confirms that it is prepared,  subject
to the  conditions  set forth in the Credit  Agreement,  to extend credit to the
Borrower upon  acceptance by the Borrower of this bid in accordance with Section
2.03(d) of the Credit Agreement.

                                                              Very truly yours,

                                                              [NAME OF BANK],

by

Title:


<PAGE>



                                                                EXHIBIT A-4

                               FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER



                                                                     [Date]


The Chase Manhattan Bank, as Agent
  for the Lenders referred to below
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, NY 10081
Attention:  Chris Consomer

with a copy to:

Chase Securities Inc.
10 South LaSalle Street
Chicago, IL 60603
Attention:  Deborah K. Welles


         Re:      364-Day Credit Agreement Referred to Below

Dear Sirs:

                  The  undersigned,  Kansas City Southern  Industries  Inc. (the
"Borrower"), refers to the 364-Day Credit Agreement dated as of January 11, 2000
(as it may  hereafter be amended,  modified,  extended or restated  from time to
time, the "Credit Agreement"), among the Borrower, the Lenders from time to time
party  thereto,  The Chase  Manhattan  Bank, as  Administrative  Agent,  Bank of
America,  N.A., as Documentation  Agent, and Fleet National Bank, as Syndication
Agent.

                  In accordance with Section 2.03(c) of the Credit Agreement, we
have received a summary of bids in connection  with our  Competitive Bid Request
dated  ___________  and  in  accordance  with  Section  2.03(d)  of  the  Credit
Agreement, we hereby accept the following bids for maturity on [date]:



<PAGE>



Principal Amount                       Fixed Rate/Margin               Lender

            $                          [%]/[+/-.  %]
            $



<PAGE>


We hereby reject the following bids:



<PAGE>


Principal Amount                       Fixed Rate/Margin               Lender

            $                          [%]/[+/-.  %]
            $



<PAGE>


    The $ should be deposited in The Chase  Manhattan Bank account number [ ] on
[date].


                                                         Very truly yours,

                                                         KANSAS CITY SOUTHERN
                                                         INDUSTRIES, INC.,

by

Name:
Title:


<PAGE>


                                                           EXHIBIT A-5
                                     FORM OF STANDBY BORROWING REQUEST

The Chase Manhattan Bank, as Agent
  for the Lenders referred to below
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, NY 10081
Attention: Margaret Swales

with a copy to:

Chase Securities Inc.
10 South LaSalle Street
Chicago, IL 60603
Attention:  Deborah K. Welles

                                                                         [Date]
         Re:      364-Day Credit Agreement Referred to Below

Dear Sirs:

                  The undersigned,  Kansas City Southern  Industries,  Inc. (the
"Borrower"),  refers to the 364-Day  Competitive  Advance and  Revolving  Credit
Facility Agreement dated as of January 11, 2000 (as it may hereafter be amended,
modified, extended or restated from time to time, the "Credit Agreement"), among
the  Borrower,  the  Lenders  from  time to time  party  thereto  and The  Chase
Manhattan Bank, as Administrative Agent, Bank of America, N.A., as Documentation
Agent,  and Fleet National Bank, as Syndication  Agent.  Capitalized  terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement.  The Borrower hereby gives you notice pursuant to
Section 2.04 of the Credit Agreement that it requests a Standby  Borrowing under
the Credit Agreement, and in that connection sets forth below the terms on which
such Standby Borrowing is requested to be made:

                  (A)  Date of Standby Borrowing
(which is a Business Day)

                  (B)  Principal Amount of
 Standby Borrowing7

                  (C)  Interest rate basis8

                  (D)  Interest Period and the last
day thereof9



<PAGE>


                                                                               3

                  Upon acceptance of any or all of the Loans made by the Lenders
in response to this request,  the Borrower  shall be deemed to have  represented
and warranted  that the conditions to lending  specified in Section  4.01(b) and
(c) of the Credit Agreement have been satisfied.

                                       Very truly yours,

                                       KANSAS CITY SOUTHERN INDUSTRIES, INC.,

                                       by

                                       Title: [Responsible Officer]


<PAGE>




                                                                       EXHIBIT B

                                           FORM OF AAA AGREEMENT


                                    ASSIGNMENT,    ASSUMPTION    AND   AMENDMENT
                           AGREEMENT (this "AAA Agreement")  dated as of January
                           11,  2000,  among  KANSAS CITY  SOUTHERN  INDUSTRIES,
                           INC.,  a  Delaware  corporation  ("KCSI"),   STILWELL
                           FINANCIAL, INC., a Delaware corporation ("Stilwell"),
                           and THE  CHASE  MANHATTAN  BANK,  a New York  banking
                           corporation, as agent (in such capacity, the "Agent")
                           for the Lenders (as defined  below) and as  Swingline
                           Lender (in such capacity,  the  "Swingline  Lender"),
                           relating to the Credit  Agreement dated as of January
                           11, 2000 (the "Credit  Agreement"),  among KCSI,  the
                           lenders   from  time  to  time  party   thereto  (the
                           "Lenders"), The Chase Manhattan Bank, as Agent and as
                           Swingline   Lender,   Bank  of  America,   N.A.,   as
                           Documentation  Agent,  and Fleet  National  Bank,  as
                           Syndication  Agent.  Capitalized  terms  used and not
                           defined  herein shall have the  meanings  assigned to
                           such terms in the Credit  Agreement or in the Amended
                           Credit Agreement (as defined below), as applicable.


                  WHEREAS, KCSI, the Lenders, the Swingline Lender and the Agent
are parties to the Credit Agreement;

                  WHEREAS,  KCSI and Stilwell  have entered into a  Contribution
Agreement  dated as of July 7,  1999,  which,  effective  as of July 1,  1999 as
between KCSI and Stilwell,  provided for the transfer of certain  capital stock,
investments and other assets and rights as provided  therein (the  "Contribution
Agreement");

                  WHEREAS,   the  parties  hereto  desire  to  provide  that  in
accordance  with  the  Contribution  Agreement  and in  order  to  complete  the
Assumption  in  accordance  with  the  Credit   Agreement,   KCSI's  rights  and
obligations under the Credit Agreement, including the Commitments thereunder and
any  outstanding  Loans,  shall be assigned  and  delegated  to, and assumed by,
Stilwell, all in accordance with the Credit Agreement;

                  WHEREAS,  in the event that KCSI and Stilwell  consummate  the
Assumption,  the parties  hereto have  agreed that this AAA  Agreement  shall be
executed by KCSI, Stilwell, the Swingline Lender and the Agent, on behalf of the
Lenders,  whereupon KCSI shall be released from all obligations under the Credit
Agreement  and the Credit  Agreement  shall be amended and  restated as provided
herein (the Credit Agreement, after giving effect to the amendments provided for
in this AAA Agreement,  the "Amended Credit  Agreement") with Stilwell  assuming
KCSI's  obligations  under the Credit  Agreement  and  becoming the sole obligor
under the Amended Credit Agreement;

                  WHEREAS,  the Lenders,  the Swingline Lender and the Agent are
willing,  subject to the terms and conditions of this AAA  Agreement,  to effect
certain amendments to the Credit Agreement as provided herein.


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

                  SECTION 1.  Assignment,  Delegation,  Assumption  and Release.
Subject to the conditions set forth in Section 4 hereof, (a) KCSI hereby assigns
and  delegates to Stilwell all its rights and  obligations  under (i) the Credit
Agreement,  including the Commitments  thereunder and any outstanding Loans, and
(ii) the Fee Letter and the commitment  letter executed in connection  therewith
(such assigned and delegated  obligations being collectively  referred to herein
as the  "Assigned  Obligations"),  (b)  Stilwell  hereby  assumes  and agrees to
perform  the  Assigned  Obligations  and (c) KCSI is  hereby  released  from all
obligations under the Credit Agreement, the Fee Letter and the commitment letter
executed in connection therewith.





<PAGE>


                                                                               9

                  SECTION 2.  Amendment.  Subject to the conditions set forth in
Section 4 hereof:
                              ----------

                  (a) The Credit Agreement, including all schedules and exhibits
         thereto, is hereby amended,  subject to applicable provisions set forth
         therein as to the survival of certain rights and  obligations,  into an
         amended and restated credit agreement (the "Amended Credit  Agreement")
         identical  in form and  substance  to the  Credit  Agreement  except as
         expressly   modified  below.  Each  reference  in  the  Amended  Credit
         Agreement and in the exhibits  thereto to "the  Borrower" or to "Kansas
         City  Southern  Industries,  Inc." shall be deemed to be a reference to
         Stilwell.

                  (b) The third  paragraph of the preamble of the Amended Credit
         Agreement is amended to read in its entirety as follows:

                                    "The proceeds of borrowings hereunder are to
                           be used for  general  corporate  purposes  including,
                           without  limitation,  (a) to provide  liquidity for a
                           commercial   paper   program   and  (b)  to   finance
                           nonhostile acquisitions."

                  (c)  Section 1.01 of the Credit Agreement is hereby amended as
follows:

                           (i) The following new  definitions  shall be added to
                  Section  1.01  of the  Credit  Agreement  in  the  appropriate
                  alphabetical  order  and  shall  read  in  their  entirety  as
                  follows:


                                    "'Guarantee    Agreement'   shall   mean   a
                           Guarantee  Agreement,  substantially  in the  form of
                           Exhibit A to the AAA Agreement,  made by the Borrower
                           in  favor  of  the  Agent  for  the  benefit  of  the
                           Lenders."

                                    "'Guarantor' shall mean Stilwell."

                                    "'Subsidiary   Borrowers'   shall  have  the
                           meaning assigned to such term in Section 2.23."

                           (ii)  The following definitions are hereby deleted:

                                    "Consolidated Total Assets",

                                    "Index Debt", and

                                     "STB".

                           (iii)  The following definitions are amended to read
in their entirety as follows:

                                    "'Applicable  Percentage'  shall mean on any
                           date,  with respect to (a) the Loans  comprising  any
                           Eurodollar  Standby  Borrowing,  0.35% per annum, (b)
                           the  Loans  comprising  any ABR  Borrowing,  0.0% per
                           annum, and (c) the Facility Fee, 0.15% per annum."

                                    "'Loan Documents' shall mean this Agreement,
                           the AAA Agreement,  the Guarantee Agreement,  the Fee
                           Letter  (and  the  commitment   letter   executed  in
                           connection  therewith)  and any  assignment  document
                           pursuant  to which  the  Borrower  shall  assign  and
                           delegate its rights and  obligations  to a Subsidiary
                           Borrower in accordance with Section 2.23."

                                    "'Obligations'   shall   mean   all   unpaid
                           principal  of and accrued and unpaid  interest on the
                           Loans,  all  accrued  and  unpaid  Fees and all other
                           obligations   of  the  Borrower  and  the  Subsidiary
                           Borrowers  to the  Lenders  or to any  Lender  or the
                           Agent arising under the Loan Documents."



<PAGE>


                                    "'Significant Subsidiary' shall mean, on any
                           date of determination, each of (a) Janus, (b) Berger,
                           (c) Berger LLC, a Subsidiary  of Berger,  and (d) any
                           Subsidiary the assets of which represent on such date
                           more than 10% of the consolidated total assets of the
                           Borrower and the Consolidated Subsidiaries determined
                           in accordance with GAAP."

                  (d)  Section  2.22(b)  of the Credit  Agreement  is amended by
         deleting the reference  therein to "account  number  987-087-8577"  and
         replacing it with a reference to "account number 987-096-4961".

                  (e) A new  Section  2.23  shall  be  added to the text and the
         table  of  contents  of the  Credit  Agreement  and  shall  read in its
         entirety as follows:

                           "SECTION  2.23.  Delegation  and Assumption of Loans.
                  The  Borrower  may from time to time assign and  delegate  its
                  rights and  obligations  in respect of all or a portion of any
                  Borrowing and its obligations  under the Loan Documents to one
                  or more of its  Subsidiaries  that  is a  domestic  Subsidiary
                  (each such Subsidiary, a "Subsidiary Borrower"); provided that
                  such  Subsidiary   Borrower  will  assume  such   obligations,
                  pursuant to an  assignment  that will  result in the  Borrower
                  being relieved of its  obligations as a Borrower in respect of
                  the  Borrowing  or portion  thereof so  assigned  (but not any
                  obligations  in respect  of such  Borrowing  that arise  under
                  other  Loan  Documents  in  the   Borrower's   capacity  as  a
                  Guarantor) and the applicable  Subsidiary  Borrower succeeding
                  to all such  obligations.  The  Lenders  agree to permit  such
                  assignments,   subject  to  the  prior   satisfaction  of  the
                  following conditions in respect of each such assignment:

                                    (a) each such assignment shall be made
                           pursuant to documentation reasonably  satisfactory in
                           form and substance to the Agent;

                                    (b) each such assignment shall be subject to
                           all the terms and  conditions  hereof  that  would be
                           applicable  to the relevant  type of Borrowing on the
                           date of such assignment by the Borrower; and

                                    (c) the Guarantee Agreement shall have been
                           executed and delivered by Stilwell and shall be in
                           full force and effect; and

                                    (d) the Agent may,  in its sole  discretion,
                           require,  as an  additional  condition  to  any  such
                           assignment,  the  delivery of such  certificates  and
                           legal  opinions as to the assignment and the assignee
                           as it shall reasonably  request including evidence of
                           resolutions duly adopted by the Board of Directors of
                           the applicable  Subsidiary  Borrower  authorizing the
                           execution, delivery and performance of the applicable
                           Loan  Documents and the  borrowings  thereunder,  and
                           that  such   resolutions   have  not  been  modified,
                           rescinded  or  amended  and  are in  full  force  and
                           effect."

                  (f)  Section 3.02 of the Credit Agreement is amended to read
        in its entirety as follows:

                           "SECTION 3.02.  Authorization  and Validity.  Each of
                  the Borrower and each  Subsidiary  Borrower has the  corporate
                  power and authority and legal right to execute and deliver the
                  Loan  Documents  to which  it is a party  and to  perform  its
                  obligations thereunder (collectively, the "Transactions"). The
                  Transactions  have been duly  authorized  by proper  corporate
                  proceedings,  and the Loan Documents  constitute legal,  valid
                  and binding  obligations  of the Borrower  and the  Subsidiary
                  Borrowers  enforceable against the Borrower and the Subsidiary
                  Borrowers  in   accordance   with  their   terms,   except  as
                  enforceability  may  be  limited  by  bankruptcy,  insolvency,
                  moratorium  or  similar  laws  affecting  the  enforcement  of
                  creditors' rights generally."

                  (g)  Section  3.03  of the  Credit  Agreement  is  amended  by
         deleting  the  parenthetical   "(including,   without  limitation,  the
         Interstate Commerce Commission Termination Act of 1995 (the "Interstate
         Commerce Act") and the regulations  promulgated  thereunder)"  from the
         fourth and fifth lines thereof.

                  (h)  Section  3.04(a)  of the Credit  Agreement  is amended by
         deleting  the  parenthetical   "(including,   without  limitation,  the
         Interstate  Commerce  Act and the  Railway  Labor  Act)"  from  the end
         thereof.



<PAGE>


                  (i)  Section 5.01 of the Credit Agreement is hereby amended to
         read in its entirety as follows:

                           "SECTION  5.01.  Conduct of Business;  Maintenance of
                  Ownership of Subsidiaries  and Maintenance of Properties.  (a)
                  The Borrower will, and will cause each Significant  Subsidiary
                  to,  carry on and conduct its  business in  substantially  the
                  same manner and in substantially the same fields of enterprise
                  as it is presently conducted and to do all things necessary to
                  remain  duly  incorporated,   validly  existing  and  in  good
                  standing  as a domestic  corporation  in its  jurisdiction  of
                  incorporation and maintain all requisite  authority to conduct
                  its  business in each  jurisdiction  in which its  business is
                  conducted.

                           (b) The Borrower  will at all times own,  directly or
                  indirectly,  not less than 66-2/3% of the  outstanding  voting
                  securities  of both  Janus and  Berger,  in each case free and
                  clear of any Liens on such securities.

                           (c)  The   Borrower   will,   and  will   cause  each
                  Significant   Subsidiary  to,  do  all  things   necessary  to
                  maintain, preserve, protect and keep their properties material
                  to the conduct of their business in good repair, working order
                  and  condition,  and make all  necessary  and proper  repairs,
                  renewals and replacements so that their businesses  carried on
                  in  connection  therewith  may be  properly  conducted  at all
                  times.

                           (d) If the Spin-Off is  completed,  the Borrower will
                  cause the  Spin-Off to be  completed  (i) in  accordance  with
                  applicable  law,  (ii) as disclosed in its Form 10  previously
                  delivered  to the Agent  and  (iii) on terms and with  results
                  consistent with the pro forma financial information previously
                  delivered to the Agent and the Lenders."

                  (j)  Section  5.03(a)  of the Credit  Agreement  is amended by
         deleting  the  words  ",  the   Interstate   Commerce   Act"  from  the
         parenthetical contained therein.

                  (k)  Section  5.04(g)  of the Credit  Agreement  is amended by
         deleting the words "and filed by any of them with the STB" from the end
         thereof.

                  (l) Section 6.01(a) of the Credit  Agreement is amended by (x)
         deleting the words "railroad transportation or" from the second line of
         clause  6.01(a)(ii);  (y)  deleting the word "and" at the end of clause
         6.01(a)(iv); inserting new clauses 6.01(a)(v) and 6.01(a)(vi) that read
         in their entirety as follows:

                  "(v) Indebtedness of the Subsidiary Borrowers under the Loan
         Documents;

                  (vi)  Indebtedness  of  Subsidiaries  under  the  1999  Credit
         Agreement;  and", and (z)  renumbering  existing  clause  6.01(a)(v) as
         clause 6.01(a)(vii).

                  (m)  Section 6.03 of the Credit Agreement is amended by
         deleting the last sentence thereof.

                  (n)  Section 6.04 of the Credit Agreement is amended to read
         as follows:



<PAGE>


                           SECTION 6.04.  Mergers,  Consolidations and Transfers
                  of  Assets.  The  Borrower  will not,  and will not permit any
                  Subsidiary  to,  merge  into or  consolidate  with  any  other
                  person,   or  permit  any  other   person  to  merge  into  or
                  consolidate  with it, or sell,  transfer,  lease or  otherwise
                  dispose of (in one transaction or in a series of transactions)
                  all or any  substantial  part of its assets (whether now owned
                  or hereafter acquired) or any capital stock of any Subsidiary,
                  except  that  (a) the  Borrower  and any  Subsidiary  may sell
                  assets in the  ordinary  course of business  and (b) if at the
                  time thereof and  immediately  after giving effect  thereto no
                  Event  of  Default  or  Default  shall  have  occurred  and be
                  continuing (i) any wholly owned  Subsidiary may merge into the
                  Borrower  in a  transaction  in  which  the  Borrower  is  the
                  surviving  corporation,  (ii) any wholly owned  Subsidiary may
                  merge  into  or  consolidate   with  any  other  wholly  owned
                  Subsidiary in a transaction in which the surviving entity is a
                  wholly owned  Subsidiary and no person other than the Borrower
                  or a wholly owned Subsidiary receives any consideration, (iii)
                  the Borrower and the Subsidiaries may sell, transfer, lease or
                  dispose  of assets  out of the  ordinary  course  of  business
                  having  depreciated book values (determined in accordance with
                  GAAP)  that in the  aggregate  for all assets so  disposed  of
                  during the term of this Agreement  (other than pursuant to the
                  following  clause (iv)) do not exceed 15% of Consolidated  Net
                  Worth on any date of  determination  to any other  person  and
                  (iv) the Borrower may sell the common stock of DST Systems for
                  cash to a third  party buyer that is not an  Affiliate  of the
                  Borrower."

                  (o)  Section 6.07 of the Credit Agreement is amended to read
       in its entirety as follows:

                           "SECTION 6.07.  Certain Financial Covenants.  The
                           Borrower will not:
                                           ----------------------------

                                    (a)   permit   at  any  date  the  ratio  of
                           Consolidated  Total  Indebtedness  on  such  date  to
                           Consolidated  EBITDA for the period of four  quarters
                           most recently  ended as of such date to exceed 2.0 to
                           1.0;

                                    (b)   permit   for   any   period   of  four
                           consecutive fiscal quarters the ratio of Consolidated
                           EBITDA  for  such  period  to  Consolidated  Interest
                           Expense  for such  period to be less than 4.0 to 1.0;
                           or

                                    (c) permit Consolidated Net Worth to be less
                           than $325,000,000 at any time."

                  (p)  Article VII, clause (m) is amended to read as follows:

                           "(m) the Borrower shall cease to own  beneficially at
                  least 66-2/3% of the outstanding  voting  securities of either
                  Berger or Janus."

                  (q)  Section 9.01(a) of the Credit Agreement is hereby amended
         to read as follows:

                           "(a)  if to  the  Borrower,  to it at 114  West  11th
                  Street,  Kansas City,  Missouri  64105-1808,  Attention of the
                  Vice President - Finance (Telecopy No. (816) 983-1192), with a
                  copy to the Vice  President and Secretary  (Telecopy No. (816)
                  983-1192);"

                  (r)  Subsection  9.08(b)  of the  Credit  Agreement  is hereby
         amended by (i) deleting the word "or" at the end of clause  9.08(b)(ii)
         and (ii)  inserting  a new  clause  9.08(b)(iv)  immediately  following
         clause 9.08(b)(iii) that reads in its entiretly as follows:

                           "or (iv)  release the  Guarantor  from its  Guarantee
                  under  the  Guarantee  Agreement,  or limit its  liability  in
                  respect  of such  Guarantee,  in any case  without  the  prior
                  written consent of each Lender".

                  (s)  Each reference to "Kansas City Southern Industries, Inc."
         in the Exhibits to the Credit Agreement shall be changed to a reference
         to "Stilwell Financial, Inc." in the Amended Credit Agreement.

                  (t)  The table of contents of the Credit Agreement is amended
         as follows:

                           (i)  Adding the following Section reference:

                                    "Section 2.23 Delegation and Assumption of
                           Borrowings..."

                           (ii)  Revising the following Section reference:

                                    "Section 5.01   Conduct of Business;
                           Maintenance of Ownership of Subsidiaries and
                           Maintenance of Properties..."

                  (u) Each of Schedule 3.08,  3.09, 3.17, 6.01, 6.02 and 6.04 to
         the Credit  Agreement is hereby replaced by Schedule 3.08,  3.09, 3.17,
         6.01, 6.02 and 6.04 attached hereto.

                  SECTION 3.  Representations and Warranties.  Each of KCSI and
Stilwell represents and warrants to each of the Lenders that:

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



<PAGE>


                  (a) This AAA Agreement has been duly authorized,  and executed
         and  delivered  by it and  constitutes  its  legal,  valid and  binding
         obligation enforceable in accordance with its terms.

                  (b) The  representations  and  warranties set forth in Article
         III of each of the Credit  Agreement and the Amended Credit  Agreement,
         are true and correct in all  material  respects on the date hereof with
         the same  effect as if made on the date  hereof,  except to the  extent
         such  representations  and  warranties  expressly  relate to an earlier
         date.

                  (c) Before and after giving effect to this AAA  Agreement,  no
         Default or Event of Default has  occurred and is  continuing  under the
         Credit Agreement or the Amended Credit Agreement, as the case may be.

                  SECTION 4.  Conditions  to  Effectiveness.  This AAA Agreement
shall become effective as of the date (the "Effective Date") first above written
upon the satisfaction of the following conditions  precedent  (capitalized terms
used in this Section 4 shall have the meanings  assigned  thereto in the Amended
Credit Agreement):

                  (a) The Agent  shall have  received  counterparts  of this AAA
         Agreement  which,  when taken together,  bear the signatures of all the
         parties hereto.

                  (b) The Agent shall have received, on behalf of itself and the
         Lenders,  a  favorable  written  opinion of counsel  for the  Borrower,
         substantially  to the  effect  set  forth in  Exhibit  D of the  Credit
         Agreement (but referring to this AAA Agreement and the Credit Agreement
         as amended  hereby and to Stilwell  as the  Borrower  thereunder),  (i)
         dated the date hereof, (ii) addressed to the Agent and the Lenders, and
         (iii) covering such other matters  relating to this AAA Agreement,  the
         Loan  Documents  and the  Transactions  as the Agent  shall  reasonably
         request, and each of KCSI and Stilwell hereby instructs such counsel to
         deliver such opinion.

                  (c) All  legal  matters  incident  to this AAA  Agreement  the
         borrowings  and  extensions  of credit  hereunder  and the  other  Loan
         Documents  shall  be  reasonably  satisfactory  to the  Lenders  and to
         Cravath, Swaine & Moore, counsel for the Agent.

                  (d)  The  Agent  shall  have   received  (i)  a  copy  of  the
         certificate  or articles of  incorporation,  including  all  amendments
         thereto, of Stilwell, certified as of a recent date by the Secretary of
         State  of the  State  of  Delaware,  and a  certificate  as to the good
         standing of Stilwell as of a recent date from such  Secretary of State;
         (ii) a  certificate  of the  Secretary  or an  Assistant  Secretary  of
         Stilwell dated the date hereof and certifying (A) that attached thereto
         is a true and complete  copy of the by-laws of Stilwell as in effect on
         the date  hereof and at all times since a date prior to the date of the
         resolutions described in clause (B) below, (B) that attached thereto is
         a true and complete  copy of  resolutions  duly adopted by the Board of
         Directors  of  Stilwell   authorizing   the  execution,   delivery  and
         performance of this Agreement and the Loan Documents and the borrowings
         hereunder  and  thereunder,  and that  such  resolutions  have not been
         modified,  rescinded  or amended and are in full force and effect,  (C)
         that the certificate or articles of  incorporation of Stilwell have not
         been amended since the date of the last amendment  thereto shown on the
         certificate  of good standing  furnished  pursuant to clause (i) above,
         and (D) as to the  incumbency  and  specimen  signature of each officer
         executing  any  Loan  Document  or  any  other  document  delivered  in
         connection  herewith  on  behalf of  Stilwell  (iii) a  certificate  of
         another  officer as to the  incumbency  and  specimen  signature of the
         Secretary or Assistant Secretary executing the certificate  pursuant to
         (ii) above;  and (iv) such other  documents  as the Lenders or Cravath,
         Swaine & Moore, counsel for the Agent, may reasonably request.

                  (e) There shall be no litigation,  actual or threatened,  that
         in the  reasonable  judgment of the Agent would (a) be likely to affect
         materially and adversely the business,  assets, condition (financial or
         otherwise)  or  prospects  of  Stilwell  or the  ability of Stilwell to
         perform its  obligations  under the Loan Documents or (b) be materially
         inconsistent  with the  assumptions  underlying the pro forma financial
         information and projections  previously  delivered to the Agent and the
         Lenders pursuant to Section 3.05(b).



<PAGE>


                  (f) After giving effect to the Transfer  Transaction  and this
         AAA  Agreement,  the  representations  and  warranties set forth in the
         Amended  Credit  Agreement  shall be true and  correct in all  material
         respects,  no Default or Event of Default  shall have  occurred  and be
         continuing  under  either the Credit  Agreement  or the Amended  Credit
         Agreement and Stilwell and its subsidiaries shall be in compliance on a
         pro forma basis with Section 6.07 of the Amended Credit Agreement.

                  (g) The Agent  shall have  received a  certificate,  dated the
         date of this AAA Agreement  and signed by a Financial  Officer of KCSI,
         with respect to the Credit Agreement, and Stilwell, with respect to the
         Amended Credit  Agreement,  confirming  compliance  with the conditions
         precedent  set forth in  paragraphs  (b) and (c) of Section 4.01 of the
         applicable agreement.

                  (h) The Agent shall have  received all Fees and other  amounts
         due and  payable  on or  prior to the date  hereof,  including,  to the
         extent invoiced, reimbursement or payment of all out-of-pocket expenses
         required  to be  reimbursed  or paid by KCSI or Stilwell  hereunder  or
         under any other Loan Document.

                  (i) On the date hereof (i) the Guarantee  Agreement shall have
         been duly  executed  and  delivered to the Agent by the  Guarantor  and
         shall be in full force and effect and (ii) Stilwell shall have executed
         and delivered a promissory  note in favor of any Lender that previously
         had  obtained a promissory  note from KCSI  pursuant to Section 2.07 of
         the Credit  Agreement and such promissory  notes shall be in full force
         and effect.

                  (j) The Transfer  Transaction  and the  Assumption  shall have
         been completed in accordance  with applicable law and on terms and with
         results  consistent  with  the  pro  forma  financial  information  and
         projections previously delivered to the Agent and the Lenders.

                  (k) Immediately  after giving effect to the Assumption and the
         Spin-Off,  (i) Stilwell and its subsidiaries  shall have outstanding no
         indebtedness or preferred stock other than (v) Loans  outstanding under
         the  Credit  Agreement,  (w) Loans  outstanding  under the 1999  Credit
         Agreement, (x) other indebtedness in an aggregate amount outstanding at
         any time no greater than  $10,000,000  (or its  equivalent in any other
         currency),  (y) preferred  stock of  subsidiaries  of Stilwell owned by
         Stilwell and (z) other  indebtedness  and  preferred  stock  reasonably
         satisfactory  to the Lenders and (ii) Stilwell  shall not nor shall any
         of its  subsidiaries,  under the terms of any  agreements  entered into
         with  KCSI or any  other  Person,  be  responsible  for any  direct  or
         contingent  liabilities  other than (y) those  historically  associated
         with the businesses and assets  transferred to Stilwell in the Transfer
         Transaction and (z) obligations  under the Amended Credit Agreement and
         under the 1999 Credit Agreement.

                  (l) All  governmental  and third party  approvals  required in
         connection with the Transfer Transaction and this AAA Agreement and the
         transactions  contemplated  hereby and thereby shall have been obtained
         on terms reasonably  satisfactory to the Agent,  all applicable  appeal
         periods in connection with any such  governmental  approvals shall have
         expired and there shall be no governmental or judicial  action,  actual
         or threatened,  that could reasonably be expected to restrain,  prevent
         or impose burdensome conditions on the Transfer Transaction or this AAA
         Agreement or the transactions contemplated hereby or thereby.

                  (m) The Lenders  shall have  received a  consolidated  balance
         sheet of  Stilwell  as of  September  30,  1999,  giving  effect to the
         Contribution  Agreement as if it had occurred on such date, which shall
         not be materially inconsistent with the pro forma financial information
         and projections previously delivered to the Agent and the Lenders.

                  SECTION 5.  APPLICABLE LAW.  THIS AAA AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
                              ---------------


                  SECTION  6.  Credit  Agreement.  Until the  occurrence  of the
Effective  Date as  provided  in Section 4 hereof,  the Credit  Agreement  shall
continue in full force and effect in accordance with the provisions  thereof and
the rights and obligations of the parties thereto shall not be affected  hereby,
and all Fees and interest  accruing under the Credit Agreement shall continue to
accrue at the rates provided for therein.



<PAGE>


                  SECTION 7. Amended Credit Agreement;  Borrower.  Any reference
in the Amended Credit  Agreement,  or in any documents or  instruments  required
thereunder or annexes or schedules  thereto,  referring to the Credit Agreement,
shall be deemed to refer to the Amended Credit Agreement. As used in the Amended
Credit  Agreement,   the  terms   "Agreement",   "this   Agreement",   "herein",
"hereinafter",  "hereto", "hereof" and words of similar import shall, unless the
context  otherwise  requires,  mean the  Amended  Credit  Agreement.  Except  as
expressly modified by this AAA Agreement, the terms and provisions of the Credit
Agreement are hereby  confirmed and ratified in all respects and shall remain in
full  force  and  effect  as the  terms and  provisions  of the  Amended  Credit
Agreement.  Each  reference in the Amended  Credit  Agreement to "the  Borrower"
shall mean Stilwell  Financial,  Inc. and not Kansas City  Southern  Industries,
Inc.

                  SECTION 8. Counterparts. This AAA Agreement may be executed in
two or more counterparts,  each of which shall constitute an original but all of
which when taken  together shall  constitute  but one contracts.  Delivery of an
executed  counterpart  of a signature  page of this AAA  Agreement  by facsimile
transmission  shall be as effective of a manually  executed  counterpart of this
AAA Agreement.

                  SECTION 9.  Expenses.  The Borrower  agrees to  reimburse  the
Agent for their  out-of-pocket  expenses in  connection  with this AAA Agreement
including the reasonable fees,  charges and  disbursements of Cravath,  Swaine &
Moore, counsel for the Agent.


                  IN WITNESS  WHEREOF,  the parties  hereto have caused this AAA
Agreement to be duly executed by their respective  authorized officers as of the
day and year first written above.


KANSAS CITY SOUTHERN INDUSTRIES, INC.

     by

         Name:
         Title:


STILWELL FINANCIAL, INC.,

     by

         Name:
         Title:


THE CHASE MANHATTAN BANK, individually, as Swingline
Lender and as Agent,

     by

         Name:
         Title:


<PAGE>



                                                                       EXHIBIT A
                                              to the Assignment, Assumption
                                                    and Amendment Agreement

                                                 [Form of]

                                            GUARANTEE AGREEMENT


                           GUARANTEE  AGREEMENT (this  "Agreement")  dated as of
                  January 11, 2000, between STILWELL FINANCIAL, INC., a Delaware
                  corporation (the "Borrower" or the "Guarantor"), and THE CHASE
                  MANHATTAN   BANK,   a  New  York   banking   corporation,   as
                  administrative agent (the "Agent") for the Lenders (as defined
                  in the Credit Agreement referred to below).

         Reference is made to (a) the Credit  Agreement  dated as of January 11,
2000 (as amended,  supplemented  or otherwise  modified  from time to time,  the
"Credit Agreement"),  among KANSAS CITY SOUTHERN INDUSTRIES,  INC. ("KCSI"), the
Lenders from time to time party thereto,  The Chase Manhattan Bank, as swingline
lender and as administrative  agent for the Lenders,  Bank of America,  N.A., as
Documentation  Agent, and Fleet National Bank, as Syndication Agent, and (b) the
Assignment, Assumption and Amendment Agreement dated the date hereof among KCSI,
the Guarantor and the Agent (as amended, supplemented or otherwise modified from
time to time,  the "AAA  Agreement").  Capitalized  terms  used  herein  and not
defined  herein  shall have the  meanings  assigned  to such terms in the Credit
Agreement, as amended by the AAA Agreement (the "Amended Credit Agreement").

         The Lenders have agreed to make Loans to the Borrower  pursuant to, and
upon the terms and subject to the  conditions  specified in, the Amended  Credit
Agreement.

         Pursuant to Section 2.23 of the Amended Credit Agreement,  the Borrower
may from time to time assign and delegate its rights and  obligations in respect
of all or a portion of any Borrowing to one or more  Subsidiary  Borrowers  that
will assume such  obligations  pursuant to an assignment that will result in the
Borrower  being  relieved  of its  obligations  as a Borrower  in respect of the
Borrowing or portion  thereof so assigned (but not any obligations in respect of
such Borrowing that arise under other Loan Documents in the Borrower's  capacity
as a Guarantor  hereunder) and the applicable  Subsidiary Borrower succeeding to
all such obligations.

         It is a condition  precedent to the  effectiveness of the AAA Agreement
that the Guarantor shall have executed and delivered this Agreement to the Agent
for the ratable benefit of the Lenders.

         In  consideration of the premises and to induce the Agent, on behalf of
the  Lenders,  to enter  into this  Agreement  and  permit  the  assignment  and
delegation of Borrowings to Subsidiary Borrowers, as provided in Section 2.23 of
the Amended Credit  Agreement,  the Guarantor  hereby agrees with the Agent, for
the ratable benefit of the Lenders, as follows:

         Accordingly, the parties hereto agree as follows:

         SECTION 1. Guarantee. The Guarantor  unconditionally  guarantees,  as a
primary obligor and not merely as a surety,  (a) the due and punctual payment of
the  Obligations  and (b) the due and  punctual  performance  of all  covenants,
agreements, obligations and liabilities of the Loan Parties under or pursuant to
the Amended Credit  Agreement and the other Loan Documents (all the monetary and
other  obligations  referred  to in the  preceding  clauses  (a) and  (b)  being
collectively called the "Guaranteed Obligations").  The Guarantor further agrees
that the Guaranteed  Obligations may be extended,  renewed or modified, in whole
or in part, without notice to or further assent from it, and that it will remain
bound upon its guarantee notwithstanding any extension,  renewal or modification
of any Guaranteed Obligation.

         SECTION 2.  Guaranteed  Obligations  Not Waived.  To the fullest extent
permitted by applicable  law, the  Guarantor  waives  presentment  to, demand of
payment from and protest to any  Subsidiary  Borrower or the Guarantor of any of
the  Guaranteed  Obligations,  and  also  waives  notice  of  acceptance  of its
guarantee and notice of protest for nonpayment.  To the fullest extent permitted
by  applicable  law, the  obligations  of the Guarantor  hereunder  shall not be
affected  by (a) the  failure  of the Agent or any Lender to assert any claim or
demand or to enforce or  exercise  any right or remedy  against  any  Subsidiary
Borrower or the Guarantor, under the provisions of the Amended Credit Agreement,
any other Loan Document or otherwise or (b) any rescission, waiver, amendment or
modification  of, or any  release  from any of the terms or  provisions  of this
Agreement, any other Loan Document, any Guarantee or any other agreement.



<PAGE>


                                                                               5

         SECTION 3. Guarantee of Payment.  The Guarantor further agrees that its
guarantee constitutes a guarantee of payment when due and not of collection, and
waives any right to require that any resort be had by the Agent or any Lender to
any  balance of any  deposit  account or credit on the books of the Agent or any
Lender in favor of any Subsidiary Borrower or any other person.

         SECTION 4. No Discharge or Diminishment  of Guarantee.  The obligations
of the Guarantor  hereunder  shall not be subject to any reduction,  limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the  Guaranteed  Obligations),  including  any claim of  waiver,
release,   surrender,   alteration  or  compromise  of  any  of  the  Guaranteed
Obligations,  and shall not be subject to any  defense or setoff,  counterclaim,
recoupment or termination whatsoever by reason of the invalidity,  illegality or
unenforceability  of the Guaranteed  Obligations or otherwise.  Without limiting
the generality of the  foregoing,  the  obligations  of the Guarantor  hereunder
shall not be discharged or impaired or otherwise  affected by the failure of the
Agent or any Lender to assert any claim or demand or to enforce any remedy under
the Amended Credit Agreement, any other Loan Document or any other agreement, by
any waiver or  modification  of any  provision of any  thereof,  by any default,
failure or delay,  wilful or otherwise,  in the  performance  of the  Guaranteed
Obligations,  or by any other act or omission that may or might in any manner or
to any extent vary the risk of the Guarantor or that would otherwise  operate as
a  discharge  of the  Guarantor  as a matter  of law or equity  (other  than the
indefeasible payment in full in cash of all the Guaranteed Obligations).

         SECTION 5.  Defenses  of  Subsidiary  Borrower  Waived.  To the fullest
extent permitted by applicable law, the Guarantor waives any defense based on or
arising out of any defense of any Subsidiary Borrower or the unenforceability of
the Guaranteed  Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of any Subsidiary Borrower, other than the final
and  indefeasible  payment in full in cash of the  Guaranteed  Obligations.  The
Agent and any Lender may, at their  election,  compromise  or adjust any part of
the Guaranteed  Obligations,  make any other  accommodation  with any Subsidiary
Borrower or exercise  any other right or remedy  available  to them  against any
Subsidiary Borrower,  without affecting or impairing in any way the liability of
the Guarantor  hereunder  except to the extent the Guaranteed  Obligations  have
been fully,  finally and indefeasibly paid in cash.  Pursuant to applicable law,
the  Guarantor  waives any defense  arising out of any such election even though
such election  operates,  pursuant to applicable law, to impair or to extinguish
any  right of  reimbursement  or  subrogation  or other  right or  remedy of the
Guarantor against any Subsidiary Borrower.

         SECTION 6.  Agreement  to Pay;  Subordination.  In  furtherance  of the
foregoing  and not in limitation of any other right that the Agent or any Lender
has at law or in equity against any Guarantor by virtue hereof, upon the failure
of any Subsidiary Borrower to pay any Guaranteed Obligation when and as the same
shall  become  due,  whether  at  maturity,  by  acceleration,  after  notice of
prepayment or otherwise,  the Guarantor  hereby  promises to and will  forthwith
pay, or cause to be paid, to the Agent or such Lender as  designated  thereby in
cash the  amount of such  unpaid  Guaranteed  Obligations.  Upon  payment by the
Guarantor of any sums to the Agent or any Lender as provided  above,  all rights
of the Guarantor against any Subsidiary  Borrower arising as a result thereof by
way of right of subrogation, contribution, reimbursement, indemnity or otherwise
shall in all respects be subordinate and junior in right of payment to the prior
indefeasible  payment  in full in cash  of all the  Guaranteed  Obligations.  In
addition,  any indebtedness of any Subsidiary  Borrower now or hereafter held by
the Guarantor is hereby subordinated in right of payment to the prior payment in
full of the Guaranteed  Obligations.  If any amount shall erroneously be paid to
the Guarantor on account of (i) such subrogation,  contribution,  reimbursement,
indemnity  or  similar  right or (ii) any such  indebtedness  of any  Subsidiary
Borrower,  such amount shall be held in trust for the benefit of the Lenders and
shall  forthwith be paid to the Agent to be credited  against the payment of the
Guaranteed  Obligations,  whether  matured or unmatured,  in accordance with the
terms of the Loan Documents.

         SECTION 7. Information.  The Guarantor assumes all  responsibility  for
being and keeping itself informed of each of the Subsidiary Borrower's financial
condition and assets,  and of all other  circumstances  bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that the Guarantor assumes and incurs  hereunder,  and agrees that none of
the  Agent or the  Lenders  will  have  any  duty to  advise  the  Guarantor  of
information known to it or any of them regarding such circumstances or risks.

         SECTION 8. Representations and Warranties. The Guarantor represents and
warrants that all representations and warranties contained in the Amended Credit
Agreement  are true and correct with the same effect as if made on and as of the
date  hereof,  except to the extent  that such  representations  and  warranties
expressly relate to an earlier date.


<PAGE>



         SECTION  9.  Termination.  The  Guarantees  made  hereunder  (a)  shall
terminate when all the Guaranteed  Obligations  have been  indefeasibly  paid in
full and the  Lenders  have no further  commitments  to lend  under the  Amended
Credit Agreement and (b) shall continue to be effective or be reinstated, as the
case may be, if at any time  payment,  or any part  thereof,  of any  Guaranteed
Obligation  is  rescinded  or must  otherwise  be  restored by any Lender or the
Guarantor upon the bankruptcy or reorganization of any Subsidiary Borrower,  the
Guarantor or otherwise.

         SECTION 10. Binding Effect; Assignments. Whenever in this Agreement any
of the parties hereto is referred to, such reference  shall be deemed to include
the  successors  and  assigns of such party;  and all  covenants,  promises  and
agreements by or on behalf of the Guarantor that are contained in this Agreement
shall bind and inure to the  benefit of each party  hereto and their  respective
successors and assigns. This Agreement shall become effective when a counterpart
hereof  executed on behalf of the  Guarantor  shall have been  delivered  to the
Agent, and a counterpart hereof shall have been executed on behalf of the Agent,
and  thereafter  shall be  binding  upon the  Guarantor  and the Agent and their
respective  successors  and  assigns,  and  shall  inure to the  benefit  of the
Guarantor,  the  Agent and the  Lenders,  and their  respective  successors  and
assigns, except that the Guarantor shall not have the right to assign its rights
or  obligations  hereunder  or any  interest  herein  (and  any  such  attempted
assignment shall be void).

         SECTION 11. Waivers; Amendment. (a) No failure or delay of the Agent in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall  any  single  or  partial  exercise  of any such  right or  power,  or any
abandonment  or  discontinuance  of steps  to  enforce  such a right  or  power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  The rights and remedies of the Agent and the Lenders  hereunder
and under the other Loan  Documents are  cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or consent to any departure by the Guarantor  therefrom  shall in
any event be  effective  unless the same shall be  permitted  by  paragraph  (b)
below,  and then such waiver or consent shall be effective  only in the specific
instance  and for the  purpose  for  which  given.  No  notice  or demand on the
Guarantor in any case shall entitle the Guarantor to any other or further notice
or demand in similar or other circumstances.

         (b) Neither  this  Agreement  nor any  provision  hereof may be waived,
amended or modified except pursuant to a written  agreement entered into between
the  Guarantor  with  respect to which such waiver,  amendment  or  modification
relates and the Agent,  with the prior written  consent of the Required  Lenders
(except as otherwise provided in the Amended Credit Agreement).

         SECTION 12.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
                      -------------


         SECTION 13.  Notices.  Except as set forth in the sentence  immediately
following,  all  communications  and notices  hereunder  shall be in writing and
given as provided in Section 9.01 of the Amended Credit Agreement.

         SECTION 14.  Survival of Agreement;  Severability.  (a) All  covenants,
agreements,  representations  and warranties made by the Guarantor herein and in
the certificates or other  instruments  prepared or delivered in connection with
or pursuant to this  Agreement or any other Loan Document shall be considered to
have been relied upon by the Agent and the Lenders and shall  survive the making
by the Lenders of the Loans regardless of any  investigation  made by the Agent,
the Lenders or on their behalf,  and shall  continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any other fee or
amount  payable under this  Agreement or any other Loan Document is  outstanding
and unpaid or the Revolving  Credit  Exposure does not equal zero and as long as
the Commitments have not been terminated.

         (b) In the event any one or more of the  provisions  contained  in this
Agreement  or in any other  Loan  Document  should be held  invalid,  illegal or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein  and  therein  shall  not in any way be
affected  or impaired  thereby (it being  understood  that the  invalidity  of a
particular  provision  in a particular  jurisdiction  shall not in and of itself
affect the validity of such  provision in any other  jurisdiction).  The parties
shall  endeavor in good-faith  negotiations  to replace the invalid,  illegal or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.



<PAGE>


         SECTION  15.   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 10. Delivery of an executed signature page to this Agreement
by  facsimile  transmission  shall be as  effective  as  delivery  of a manually
executed counterpart of this Agreement.

         SECTION  16.  Rules of  Interpretation.  The  rules  of  interpretation
specified in Section 1.02 of the Amended Credit Agreement shall be applicable to
this Agreement.

         SECTION  17.  Jurisdiction;  Consent  to Service  of  Process.  (a) The
Guarantor hereby  irrevocably and  unconditionally  submits,  for itself and its
property,  to the  nonexclusive  jurisdiction  of any New  York  State  court or
Federal court of the United States of America  sitting in New York City, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this Agreement or the other Loan  Documents,  or for  recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees  that all claims in  respect of any such  action or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the Agent
or any Lender may otherwise  have to bring any action or proceeding  relating to
this  Agreement  or the  other  Loan  Documents  against  the  Guarantor  or its
properties in the courts of any jurisdiction.

         (b) The Guarantor hereby irrevocably and unconditionally waives, to the
fullest  extent it may legally and  effectively do so, any objection that it may
now or hereafter  have to the laying of venue of any suit,  action or proceeding
arising out of or relating to this  Agreement or the other Loan Documents in any
New York State or Federal court.  Each of the parties hereto hereby  irrevocably
waives,  to the fullest extent  permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

         (c) Each party to this  Agreement  irrevocably  consents  to service of
process in the manner  provided  for  notices  in  Section  13.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 18. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,  TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY  OR  INDIRECTLY  ARISING OUT OF,
UNDER OR IN CONNECTION  WITH THIS  AGREEMENT OR THE OTHER LOAN  DOCUMENTS.  EACH
PARTY  HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE FOREGOING  WAIVER AND (B)
ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO HAVE BEEN  INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first above written.


STILWELL FINANCIAL, INC.,

  by
    ---------------------------
    Name:
    Title:





<PAGE>


THE CHASE MANHATTAN BANK, as Agent,

  by
    ----------------------------
    Name:
    Title:


<PAGE>



                                                                     EXHIBIT C
                                                 [FORM OF]

                                         ASSIGNMENT AND ACCEPTANCE


                  Reference  is  made to the  364-Day  Competitive  Advance  and
Revolving  Credit  Facility  Agreement dated as of January 11, 2000 (the "Credit
Agreement"), among Kansas City Southern Industries, Inc., a Delaware corporation
(the  "Borrower"),  the lenders from time to time party thereto (the "Lenders"),
The Chase  Manhattan  Bank,  as agent for the  Lenders  (in such  capacity,  the
"Agent"),  Bank of America,  N.A., as  Documentation  Agent,  and Fleet National
Bank,  as  Syndication  Agent.  Terms  defined in the Credit  Agreement are used
herein with the same meanings.

                  1. The Assignor hereby sells and assigns, without recourse, to
the Assignee,  and the Assignee hereby purchases and assumes,  without recourse,
from the Assignor,  effective as of the Effective  Date set forth on the reverse
hereof, the interests set forth on the reverse hereof (the "Assigned  Interest")
in the Assignor's rights and obligations under the Credit Agreement,  including,
without  limitation,  the  interests  set  forth on the  reverse  hereof  in the
Commitment of the Assignor on the Effective Date and the  Competitive  Loans and
Standby Loans and Swingline Loans owing to the Assignor which are outstanding on
the  Effective  Date.  Each of the Assignor  and the  Assignee  hereby makes and
agrees to be bound by all the  representations,  warranties  and  agreements set
forth in  Section  9.04(c)  of the  Credit  Agreement,  a copy of which has been
received by each such party.  From and after the Effective Date (i) the Assignee
shall be a party to and be bound by the provisions of the Credit  Agreement and,
to the extent of the interests assigned by this Assignment and Acceptance,  have
the rights and  obligations of a Lender  thereunder and under the Loan Documents
and (ii) the Assignor  shall,  to the extent of the  interests  assigned by this
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations under the Credit Agreement.

                  2. This  Assignment and  Acceptance is being  delivered to the
Agent  together  with  (i) if the  Assignee  is  organized  under  the laws of a
jurisdiction  outside the United States,  the forms specified in Section 2.19(f)
of the Credit Agreement,  duly completed and executed by such Assignee,  (ii) if
the  Assignee  is  not  already  a  Lender  under  the  Credit   Agreement,   an
Administrative  Questionnaire  and (iii) a  processing  and  recordation  fee of
$3,000.

                  3.  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective  Date of  Assignment  (may not be fewer than 5 Business Days after the
Date of Assignment):


<PAGE>


                                                                               2



<PAGE>

<TABLE>

                                                                               2
<S>                            <C>                                       <C>

                                                                         Percentage Assigned of
                                                                         Facility/Commitment (set forth,
                               Principal Amount assigned                 to at least 8 decimals, as a
                               (and identifying information              percentage of the Facility and
                               as to individual Competitive              the aggregate Commitments of all
                                                                                                      ---
Facility                       Loans)                                    Lenders thereunder)
--------------------------     ----------------------------------        -------------------

Commitment Assigned:
                               $                                                          %

Standby Loans:

Competitive Loans:

Swingline Loans:


</TABLE>

<PAGE>



The terms set forth above and on the reverse side hereof are hereby agreed to:

                                   Accepted */
                                         -


             , as Assignor      THE CHASE MANHATTAN BANK, as Agent
-------------


By:                             By:
   -----------------------
Name:                           Name:
Title:                          Title:


             , as Assignee      KANSAS CITY SOUTHERN INDUSTRIES, INC.,
-------------


By:                             By:
   -----------------------
Name:                           Name:
Title:                          Title:


                                THE CHASE MANHATTAN BANK, as Swingline Lender,

                                By:
                                Name:
                                Title:



<PAGE>


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

 */ To be completed only if consents are required under Section 9.04(b).


<PAGE>



                                                                       EXHIBIT D

                                                January 11, 2000

To the Lenders. the Administrative Agent
and Swingline Lender referred to below
c/o The Chase Manhattan Bank,
  as Administrative Agent
270 Park Avenue
New York, NY 10017

Ladies and Gentlemen:

         We have acted as counsel for Kansas City Southern  Industries,  Inc., a
Delaware  corporation (the "Company") in connection with the 364-Day Competitive
Advance and Revolving Credit Facility  Agreement (the "Credit  Agreement") dated
as of January 11, 2000, among the Company, as borrower, the lenders from time to
time party thereto (the  "Lenders"),  Bank of America,  N.A.,  as  documentation
agent,  Fleet National Bank as syndication  agent, and The Chase Manhattan Bank,
as administrative agent and swingline lender (the "Agent"). Terms defined in the
Credit Agreement are used herein with the same meanings.

         We have examined originals or copies, certified or otherwise identified
to our  satisfaction,  of such  documents,  corporate  records,  certificates of
public officials and other  instruments as we have deemed necessary or advisable
for purposes of this opinion, including:

                  (i) The Credit  Agreement and the notes payable to each Lender
         which  have been  executed  and  delivered  by the  Company on the date
         hereof (the "Notes");

                  (ii) The  Certificate  of  Incorporation  of the Company as
         certified by the Secretary of State of Delaware as of a recent date;

                  (iii)   The By-laws of the Company as in effect on the date
         hereof;

                  (iv) The resolutions duly adopted by written consent to action
         by the  Board  of  Directors  of  the  Company  on  December  2,  1999,
         authorizing, among other things, that an officer of the Company execute
         and  deliver  the  Credit  Agreement  and  any  documents  contemplated
         thereby;

                  (v) A certificate issued by the Secretary of State of Delaware
         dated  December 10, 1999, as to the good standing of the Company in the
         State of Delaware and a certificate issued by the Secretary of State of
         Missouri as to the  qualification  and good  standing of the Company in
         the State of Missouri dated December 13, 1999; and

                  (vi)  The  Certificate  of  Incorporation   for  each  of  the
         Company's Significant Subsidiaries (listed on Schedule I hereto).

         As to questions of fact material to the opinions set forth  herein,  we
have  relied  upon the  representations  of the  Company set forth in the Credit
Agreement, certificates of officers and other representatives of the Company and
factual  information  we have obtained from such other sources as we have deemed
reasonable.  We have  assumed  without  investigation  that  there  has  been no
relevant  change or  development  between the dates as of which the  information
cited in the preceding  sentence was given and the date of this letter.  We have
not independently  verified the accuracy of the matters set forth in the written
statements or certificates upon which we have relied, nor have we undertaken any
lien,   suit  or  judgment   searches  or  searches  of  court  dockets  in  any
jurisdiction.  For  purposes  of the  opinion  in  paragraph  1, we have  relied
exclusively upon certificates issued by relevant governmental authorities in the
relevant  jurisdictions,  and  such  opinion  is not  intended  to  provide  any
conclusion or assurance beyond that conveyed by those certificates.

         We have assumed (i) the genuineness  and  authenticity of all documents
examined by us and all  signatures  thereon,  and the conformity to originals of
all copies of all documents  examined by us; (ii) that the  execution,  delivery
and/or  acceptance  of the Credit  Agreement  have been duly  authorized  by all
action, corporate or otherwise, necessary by the parties to the Credit Agreement
other than the Company  (those  parties  other than the Company are  hereinafter
collectively referred to as the "Other Parties" and that the Credit Agreement is
enforceable against each of the Other Parties);  (iii) the legal capacity of all
natural  persons  executing  the Credit  Agreement;  (iv) that each of the Other
Parties has satisfied those legal  requirements that are applicable to it to the
extent necessary to make the Credit Agreement  enforceable  against it; (v) that
each of the Other Parties has complied with all legal requirements pertaining to
its status as such status relates to its rights to enforce the Credit Agreement;
(vi) that the Credit  Agreement  accurately  describes  and  contains the mutual
understandings of the parties,  and that there are no oral or written statements
or agreements or usages of trade or courses of prior  dealings among the parties
that would modify, amend or vary any of the terms of the Credit Agreement; (vii)
that the Other Parties will act in accordance with, and will refrain from taking
any  action  that is  forbidden  by,  the terms  and  conditions  of the  Credit
Agreement; (viii) the constitutionality or validity of a relevant statute, rule,
regulation or agency action is not in issue;  (ix) all agreements other than the
Credit  Agreement  which we have reviewed in connection with our letter would be
enforced as written;  (x) that there has not been any mutual  mistake of fact or
misunderstanding, fraud, duress or undue influence; and (xi) the representations
and warranties in the Credit Agreement are accurate and complete.

         We confirm that we do not have any actual knowledge which has caused us
to  conclude  that our  reliance  and  assumptions  cited  in the two  preceding
paragraphs are  unwarranted or that any  information  supplied in this letter is
wrong.

         As used in this  opinion  with  respect to any matter,  the  qualifying
phrase "to the best of our knowledge" or "our actual  knowledge" or such similar
phrase means the conscious  awareness of facts or other  information by: (i) the
lawyer signing this opinion;  and (ii) any lawyer who has had active involvement
in negotiating  or preparing the Credit  Agreement or that has had a substantial
role  in  advising  the  Company  or  any  of its  Significant  Subsidiaries  in
connection with the Spin-Off.  In this regard, it is noted that we have not made
any special review or  investigation in connection with rendering any opinion so
qualified other than inquiry of various officers, in-house legal counsel and key
employees  of the  Company and a review of  material  agreements  brought to our
attention.

         Based on the  foregoing,  and in reliance  thereon,  and subject to the
qualifications, limitations and exceptions stated herein, we are of the opinion,
having due regard for such legal considerations as we deem relevant, that:

          1.  Each of the  Company  and  its  Significant  Subsidiaries:  (a) is
validly  existing and in good  standing  under the laws of its  jurisdiction  of
incorporation,  (b) has  the  corporate  power  and  authority  to  conduct  its
businesses  as now  conducted  and (c) is  qualified to do business as a foreign
corporation in those  jurisdictions,  if any,  identified on Schedule I attached
hereto.

          2. The execution, delivery and performance of the Credit Agreement and
the  Notes  are  within  the  Company's  corporate  powers  and have  been  duly
authorized by all necessary  corporate action,  and the Credit Agreement and the
Notes have been duly executed and delivered by the Company.

          3. No approval,  authorization,  consent, adjudication or order of, or
filing with, any Governmental Authority, which has not been obtained or made, is
required to be obtained or made by the Company or any Significant  Subsidiary in
connection with the execution,  delivery and performance of the Credit Agreement
or in connection  with the  borrowings or repayments  thereof made in connection
with the Credit Agreement.

          4. The execution and delivery of the Credit Agreement and the Notes by
the Company and the performance by the Company of the Obligations have been duly
authorized by all necessary  corporate action and proceedings on the part of the
Company and do not:

                  (a)      require any consent of the Company's shareholders;

                  (b) violate or conflict with any law, rule, regulation, order,
         writ, judgment,  injunction,  decree or award binding on the Company or
         any  Significant   Subsidiary  or  the  Company's  or  any  Significant
         Subsidiary's articles of incorporation or bylaws or violate or conflict
         with or result in a default under any indenture. material instrument or
         material   agreement  binding  upon  the  Company  or  any  Significant
         Subsidiary, and of which we are aware; or

                  (c) result in, or require the  creation or  imposition  of any
         Lien pursuant to the provisions of any indenture,  material  instrument
         or  material  agreement  binding  upon the  Company or any  Significant
         Subsidiary and of which we are aware.

         5. Each of the Credit  Agreement and the Notes  constitutes  the legal,
valid and binding  obligations of the Company enforceable against the Company in
accordance with their respective terms.

         6. To the best of our  knowledge,  and except as  disclosed in the Form
10-K of the Company for the fiscal year ended  December  31, 1998 filed with the
Securities and Exchange Commission and in Schedule 3.09 of the Credit Agreement,
there  is  no  action,  suit,  governmental  inquiry,   investigation  or  other
proceeding  pending or overtly threatened against the Company or any Significant
Subsidiary  that,  if  adversely  determined,   could  reasonably  be  expected,
individually or in the aggregate,  to materially  adversely affect the business,
properties,  financial condition or results of operations of the Company and its
Significant  Subsidiaries  taken as a whole or the  ability  of the  Company  to
perform its obligations under the Credit Agreement and the Notes.

         7. The making of the Loans and the application of the proceeds  thereof
by the  Company  as  provided  in the  Credit  Agreement  will not  result  in a
violation  of  Regulation  T, U or Y of the Board of  Governors  of the  Federal
Reserve Board.

         8. The  Company is not (a) an  "investment  company"  as defined in, or
subject  to  regulation  under,  the  Investment  Company  Act of  1940 or (b) a
"holding  company" as defined  in, or subject to  regulation  under,  the Public
Utility Holding Company Act of 1935.

         Our  opinions  as  herein   expressed  are  subject  to  the  following
qualifications and limitations:

         1.       Our  opinions  are  subject  to  the  effect  of   bankruptcy,
insolvency,  reorganization,  receivership,  moratorium  and other similar laws.
This exception includes:

                  (a) the Federal  Bankruptcy Code and thus  comprehends,  among
         others,   matters  of  turn-over,   automatic  stay,  avoiding  powers,
         fraudulent   transfer,   preference,   discharge,   conversion   of   a
         non-recourse  obligation  into a recourse  claim,  limitations  on ipso
         facto and  anti-assignment  clauses and the  coverage  of  pre-petition
         security agreements applicable to property acquired after a petition is
         filed;

                  (b)  all  other  Federal  and  state  bankruptcy,  insolvency,
         reorganization,  receivership,  moratorium,  arrangement and assignment
         for the benefit of  creditors  laws that affect the rights of creditors
         generally  or that  have  reference  to or  affect  only  creditors  of
         specific types of debtors;

                  (C)      state fraudulent transfer and conveyance laws; and

                  (d)      judicially developed doctrines in this area, such as
         substantive consolidation of entities and equitable subordination.

         2.       Our opinions are subject to the effect of general principles
of equity, whether applied by a court of law or equity. This limitation includes
principles:

                  (a)  governing  the  availability  of  specific   performance,
         injunctive  relief or other equitable  remedies,  which generally place
         the award of such  remedies,  subject  to  certain  guidelines,  in the
         discretion of the court to which application for such relief is made;

                  (b)   affording equitable defenses (e.g., waiver, latches and
         estoppel) against a party seeking enforcement;

                  (c)   requiring good faith and fair dealing in the performance
         and enforcement of a contract by the party seeking its enforcement;

                  (d)   requiring reasonableness in the performance and
         enforcement of an agreement by the party seeking enforcement of the
         contract;

                  (e)   requiring consideration of the materiality of (i) a
         breach and (ii) the consequences of the breach to the party seeking
         enforcement;

                  (f)   requiring consideration of the impracticability or
         impossibility of performance at the time of attempted enforcement; and

                  (g) affording defenses based upon the unconscionability of the
         enforcing  party's  conduct  after the parties  have  entered  into the
         contract.

         3.  Our opinions are subject to the effect of the rules of law that:

                  (a)  limit  or  affect  the  enforcement  of  provisions  of a
         contract  that  purport  to waive,  or to  require  waiver  of, (i) the
         obligations of good faith, fair dealing,  diligence and reasonableness,
         (ii) broadly or vaguely stated rights,  (iii) statutory,  regulatory or
         constitutional   rights,   except  to  the  extent  that  the  statute,
         regulation or  constitution  explicitly  allows  waivers;  (iv) unknown
         future defenses; and (v) rights to damages;

                  (b) provide that choice of law,  forum  selection,  consent to
         jurisdiction,  consent to and  specification  of service of process and
         jury waiver clauses in contracts are not necessarily binding;

                  (c)  limit  the   enforceability   of  provisions   releasing,
         exculpating or exempting a party from, or requiring  indemnification of
         a party for, liability for its own action or inaction;

                  (d)  may,   where  less  than  all  of  a   contract   may  be
         unenforceable,  limit the enforceability of the balance of the contract
         to circumstances in which the unenforceable portion is not an essential
         part of the agreed exchange;

                  (e)  govern and afford judicial discretion regarding the
         determination of damages and entitlement to attorneys' fees and other
         costs;

                  (f) may permit a party that has materially failed to render or
         offer performance  required by the contract to cure that failure unless
         (i)  permitting a cure would  unreasonably  hinder the aggrieved  party
         from making  substitute  arrangements for  performance,  or (ii) it was
         important in the  circumstances to the aggrieved party that performance
         occur by the date stated in the contract; and

                  (g) limit the enforceability of any provision purporting:  (i)
         to  cause  an  indemnification,  guaranty  or  undertaking  to  survive
         repayment  of the Loans or the  satisfaction,  disclosure,  settlement,
         discharge or other termination of the Credit Agreement; (ii) to require
         the payment of interest  (or  discount  or  equivalent  amounts) or any
         premium or "make  whole"  payment at a rate or in an amount,  after the
         maturity or after or upon  acceleration  of the respective  liabilities
         evidenced or secured thereby, or after or during the continuance of any
         default,  event of default or other  circumstance,  or upon  repayment,
         which  a  court  may  determine  to be  unreasonable,  a  penalty  or a
         forfeiture   or  (iii)   to   create   or   waive  a   trust,   agency,
         attorney-in-fact or other fiduciary relationship.

         4. We express no opinion as to the laws of any jurisdiction  other than
the laws of the States of Missouri and New York (excluding,  in each case, local
laws),  Delaware  corporate  laws and the federal  laws of the United  States of
America.

         5.  Except to the extent that such  issues are  specifically  addressed
herein, we express no opinion as to any of the following legal issues:

                  (a)   pension and employee benefit laws and regulations (e.g.
         ERISA);

                  (b)   compliance with fiduciary duty requirements;

                  (c)   fraudulent transfer and fraudulent conveyance laws:

                  (d)   Federal and state tax laws and regulations;

                  (e)  Federal  and  state  laws,   regulations   and   policies
         concerning  (i) national and local  emergency,  (ii) possible  judicial
         deference  to  acts of  sovereign  states,  and  (iii)  criminal  civil
         forfeiture laws;

                  (f)   Federal and state securities laws and regulations; and

                  (g)   other Federal and state statutes of general application
         to the extent they provide for criminal prosecution (e.g., mail fraud
         and wire fraud statutes).

         6. We call your  attention to the fact that the  enforceability  of any
provision  purporting  to require any party to execute  promissory  notes in the
future is subject to general  principles of equity and the discretion of a court
of equity as to whether such a provision should be enforced.

         This  opinion is rendered on the date hereof and we have no  continuing
obligation  hereunder to inform you of changes of law or fact  subsequent to the
date hereof or facts of which we have become aware after the date  hereof.  This
opinion  covers  matters as of the date hereof and does not address events which
may take  place  after  the  date  hereof  but are  contemplated  by the  Credit
Agreement or amendments to the Credit Agreement after the date hereof.

         This opinion is limited to the matters set forth herein; no opinion may
be inferred or implied beyond the matters expressly stated in this letter.

         This  opinion is rendered  solely to you in  connection  with the above
matter.  This  opinion  may not be relied  upon by you for any other  purpose or
relied  upon by any other  Person  (other  than your  successors  and assigns as
Lenders and Persons that acquire participations in your Loans) without our prior
written consent.

i ` :~" _: % _21



<PAGE>


                                SCHEDULE I

       Caymex Transportation, Inc.            SCC Holdings, Inc.
              Delaware (domestic)                     Delaware (domestic)

 Gateway Eastern Railway Company              Southern Development Company,
          Illinois (domestic)                         Missouri (domestic)

Gateway Western Railway Company               Southern Industrial Services, Inc.
         Illinois (domestic)                          Delaware (domestic)
         Kansas                                       Kansas
         Missouri                                     Missouri

Global Terminaling Services, Inc.            The Kansas City Southern Railway
         Delaware (domestic)                 Company
         Missouri                                     Alabama
         Texas                                        Arkansas
                                                      Kansas
Kansas City Southern Industries, Inc.                 Louisiana
         Missouri (domestic)                          Missouri (domestic)
                                                      Oklahoma
Kansas City Southern Lines, Inc.                      Tennessee
         Delaware (domestic)
         Missouri                            Trans-Serve, Inc.
                                                      Arkansas
KCS Transportation Company                            Delaware (domestic)
         Delaware (domestic)                          Louisiana
         Missouri
                                             Veals, Inc.
Mid-South Microwave, Inc.                             Arkansas
         Arkansas                                     Delaware (domestic)
         Delaware (domestic)                          Kansas
         Kansas                                       Louisiana
         Louisiana                                    Missouri
         Missouri                                     Oklahoma
         Oklahoma
         Texas

Rice-Carden Corporation
         Arkansas
         Louisiana
         Missouri (domestic)
         Oklahoma
         Texas



<PAGE>


                                   SCHEDULE I

Berger, LLC
     Colorado (domestic)
     Nevada

Janus Capital Corporation
     Colorado (domestic)

Janus Capital International Ltd.
     Colorado (domestic)
     Connecticut

Janus Distributors, Inc.
     Colorado (domestic)

Janus Service Corporation
     Colorado (domestic)
     Texas

Stilwell Financial, Inc.
     Colorado (domestic)
     Missouri

Stilwell Management, Inc.
     Colorado (domestic)

<PAGE>


                                                                              10



<PAGE>



                                                                       EXHIBIT E

                                                 [FORM OF]

                                          COMPLIANCE CERTIFICATE


To:      The Lenders party to the
         Credit Agreement described below

         care of

         The Chase Manhattan Bank, as Agent
         for the Lenders referred to below
         Loan and Agency Services Group
         One Chase Manhattan Plaza, 8th Floor
         New York, NY 10081
         Attention:  Margaret Swales

         with a copy to:

         Chase Securities Inc.
         10 South LaSalle Street
         Chicago, IL 60603
         Attention:  John Hinard


                  This  Compliance  Certificate  is  furnished  pursuant  to the
364-Day Credit Agreement dated as of January 11, 2000 (the  "Agreement"),  among
Kansas City Southern Industries, Inc. (the "Borrower"), the Lenders from time to
time party thereto,  The Chase Manhattan Bank, as Agent, Bank of America,  N.A.,
as Documentation  Agent, and Fleet National Bank, as Syndication  Agent.  Unless
otherwise defined herein, the terms used in this Compliance Certificate have the
meanings assigned to them in the Agreement.

                  THE UNDERSIGNED HEREBY CERTIFIES THAT:

                  1.  I am the duly elected chief financial officer of the
Borrower;

                  2. I have reviewed the terms of the Agreement and I have made,
or have  caused  to be made  under my  supervision,  a  detailed  review  of the
transactions  and  conditions  of the Borrower and the  Subsidiaries  during the
accounting period covered by the attached financial statements;

                  3. The form  attached  hereto  sets forth  financial  data and
computations  evidencing the Borrower's and the  Subsidiaries'  compliance  with
certain covenants of the Agreement, all of which data and computations are true,
complete and correct; and

                  4. The examinations described in paragraph 2 did not disclose,
and I have no  knowledge  of, the  existence  of any  condition  or event  which
constitutes  a  Default  or an  Event  of  Default  during  or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Compliance Certificate, except as set forth below:

                  [Describe the exceptions by listing,  in detail, the nature of
                  the condition or event, the period during which it has existed
                  and the action  which the Borrower  has taken,  is taking,  or
                  proposes to take with respect to each such condition or event]

                  The foregoing  certifications,  together with the computations
required by the Credit  Agreement  attached hereto and the financial  statements
delivered  with this  Compliance  Certificate  in support  hereof,  are made and
delivered this day of , 20.




                                                     Name:
                                                     Title:


<PAGE>






                                                                       EXHIBIT F

                            [Letterhead of Prospective Assignee or Participant]

                                                 [FORM OF]

                                         CONFIDENTIALITY AGREEMENT


                                                                         [Date]


The Chase Manhattan Bank, as Agent
  for the Lenders referred to below
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, NY 10081
Attention:  Margaret Swales

with a copy to:

Chase Securities Inc.
10 South LaSalle Street
Chicago, IL 60603
Attention:  Deborah K. Welles


                                   Kansas City Southern Industries, Inc.
                                         Confidentiality Agreement

Dear Sirs:

                  In connection with our possible  acquisition of an interest in
the credit facility (the "Facility") established by the 364-Day Credit Agreement
dated as of January 11, 2000, among the Borrower as defined therein, the lenders
from time to time party thereto (the  "Lenders"),  The Chase  Manhattan Bank, as
Agent, Bank of America,  N.A., as Documentation  Agent, and Fleet National Bank,
as  Syndication  Agent,  you,  the  Borrower  or any Lender may  furnish us with
confidential  documents,  materials and information (the "Information") relating
to the Borrower.

                  We  agree to keep  confidential  and not to  disclose  (and to
cause our officers, directors, employees, agents, Affiliates and representatives
to keep  confidential  and not to  disclose)  and,  at the request of you or the
Borrower, promptly to return or destroy, the Information and all copies thereof,
extracts therefrom and analyses or other materials based thereon, except that we
shall  be  permitted  to  disclose  Information  (i) to  such  of our  officers,
directors,  employees,  agents,  Affiliates and  representatives as need to know
such  Information  in  connection  with  such  acquisition;  (ii) to the  extent
required by applicable  laws and regulations or by any subpoena or similar legal
process,   or  requested  by  any   governmental   agency  or  authority  having
jurisdiction  over us; (iii) to the extent such Information (A) becomes publicly
available  other  than as a result  of a  breach  by us of this  letter,  (B) is
generated  by us or becomes  available to us on a  nonconfidential  basis from a
source other than you, the Borrower or any Lender or (C) was  available to us on
a  nonconfidential  basis prior to its  disclosure to us by you, the Borrower or
any Lender;  or (iv) to the extent the Borrower  shall have consented in writing
to such disclosure.

                  Notwithstanding  anything to the contrary  contained above, we
shall be entitled to retain all Information to use for the administration of our
interests and the protection of our rights under the Facility.

                  The  Borrower  shall  be a  third  party  beneficiary  of this
Agreement.


                                                     Very truly yours,

                                                     [Name of potential
                                                     participant/assignee]

                                                        by

                                                             Name:
                                                             Title:


<PAGE>



                                                                       Exhibit G

[Chase Manhattan Bank Letterhead]


                                          ADMINISTRATIVE QUESTIONNAIRE



Please accurately  complete the following  information and return via FAX to the
attention of Daniel Krauss The Chase Manhattan Bank as soon as possible.

FAX Number:  212-552-5662

LEGAL NAME OF YOUR INSTITUTION TO APPEAR IN DOCUMENTATION:
----------------------------------------------------------


GENERAL INFORMATION - DOMESTIC LENDING OFFICE:

Institution Name:
                           ----------------------------------------------------
                           ----------------------------------------------------
Street Address:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
City, State, Zip Code:
-------------------------- ----------------------------------------------------


GENERAL INFORMATION - EURODOLLAR LENDING OFFICE:

Institution Name:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Street Address:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
City, State, Zip Code:
-------------------------- ----------------------------------------------------


CONTACTS/NOTIFICATION METHOD:
-----------------------------
CREDIT CONTACTS:

Primary Contact
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Street Address:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
City, State, Zip Code:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Phone Number:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
FAX Number:
-------------------------- ----------------------------------------------------

Backup Contact
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Street Address:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
City, State, Zip Code:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Phone Number:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
FAX Number:
-------------------------- ----------------------------------------------------


TAX WITHHOLDING:

Non Resident Alien                       Y*                    N
                              ----------           -----------
* Form 4224 Enclosed
Tax ID Number
                              --------------------------------



CONTACTS/NOTIFICATION METHOD:
ADMINISTRATIVE CONTACTS - BORROWINGS, PAYDOWNS, INTEREST, FEES, ETC.

Contact
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Street Address:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
City, State, Zip Code:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Phone Number:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Fax Number:
-------------------------- ----------------------------------------------------


BID LOAN NOTIFICATION:

Contact
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Street Address:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
City, State, Zip Code:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Phone Number:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Fax Number:
-------------------------- ----------------------------------------------------


PAYMENT INSTRUCTIONS:

Name of Bank where funds are to be transferred:

-------------------------------------------------------------------------------
Routing Transit/ABA number of Bank where funds are to be transferred:

-------------------------------------------------------------------------------
Name of Account: (If applicable)

-------------------------------------------------------------------------------
Account Number:

-------------------------------------------------------------------------------
Additional Information:

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

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


MAILINGS:
Please specify who should receive financial information:

Name:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
Street Address:
-------------------------- ----------------------------------------------------
                           ----------------------------------------------------
City, State, Zip Code:
-------------------------- ----------------------------------------------------


It is very  important that all of the above  information is accurately  filed in
and returned promptly.  If you have any questions,  please call a representative
at Loan & Agency Services on 212-552-7909.



<PAGE>



SCHEDULE 2.01


                                   Commitments




Name of Lender                                                  Commitment

The Chase Manhattan Bank                                        $20,000,000


Bank of America, N.A.                                           $18,000,000


Fleet National Bank                                             $18,000,000


The Bank of New York                                            $15,000,000


The Bank of Nova Scotia                                         $15,000,000


Deutsche Bank AG, New York and/or Cayman Island Branches        $15,000,000


The Fuji Bank, Ltd.                                             $15,000,000


Mercantile Bank                                                 $15,000,000


National Australia Bank                                         $15,000,000


State Street Bank and Trust Company                             $15,000,000


Westdeutsche Landesbank Girozentrale                            $15,000,000


Bank Hapoalim B.M.                                              $12,000,000


UMB Bank, N.A.                                                  $12,000,000
                                                                -----------


Total Commitment                                               $200,000,000




<PAGE>


14072105 v4
                                         KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                                   SCHEDULE 3.08 TO
                                              364-DAY COMPETITIVE ADVANCE
                                            AND REVOLVING CREDIT AGREEMENT

                                            SUBSIDIARIES AND JOINT VENTURES
<TABLE>
      <S>                                                           <C>                 <C>
      Transportation Subsidiaries                                   Percentage of       State or other Jurisdiction of
      ---------------------------
                                                                      Ownership          Incorporation or Organization
      Canama Transportation, Inc. (1)                                    100                    Cayman Islands
      Caymex Transportation, Inc. (2)                                    100                    Cayman Islands
                                                                                          (Domesticated in Delaware)
      Gateway Eastern Railway Company (3)                                100                       Illinois
      Gateway Western Railway Company (4)                                100                       Illinois
      Global Terminaling Services, Inc. (5)                              100                       Delaware
      Kansas City Southern Lines, Inc. (6)                               100                       Delaware
      KCS Transportation Company (2)                                     100                       Delaware
      Mid-South Microwave, Inc. (2)                                      100                       Delaware
      NAFTA Rail, S.A. de C.V. (1)                                       100                        Mexico
      SCC Holdings, Inc. (2)                                             100                       Delaware
      Southern Capital Corporation, LLC (16)                             50                        Colorado
      North American Freight Transportation Alliance Rail                100                       Delaware
      Corporation (7)
      Panama Canal Railway Company (17)                                  50                     Cayman Islands
      Port Arthur Bulk Marine Terminal Co. (8)                           80                       Partnership
      Rice-Carden Corporation (2)                                        100                       Missouri
      Southern Development Company (2)                                   100                       Missouri
      Southern Industrial Services, Inc. (7)                             100                       Delaware
      The Kansas City Southern Railway Company (7)                       100                       Missouri
      TransFin Insurance, Ltd. (7)                                       100                        Vermont
      Trans-Serve, Inc. (5)                                              100                       Delaware
      Veals, Inc. (7)                                                    100                       Delaware
      Wyandotte Garage Corporation (7)                                   80                        Missouri


                           Financial Asset                          Percentage of       State or Other Jurisdiction of
                       Management Subsidiaries                        Ownership         Incorporation or Organization

      Berger LLC (9)                                                     80                        Delaware
      Berger Distributors, Inc. (10)                                     100                       Delaware
      DST Systems, Inc. (9)                                              32                        Delaware
      Stilwell Financial, Inc. (6)                                       100                       Delaware
      FAM UK Limited (11)                                                100                    United Kingdom
      Stilwell Management, Inc. (11)                                     100                       Delaware
      Fillmore Agency, Inc. (11)                                         100                       Colorado
      Fountain Investments, Inc. (11)                                    100                       Missouri
      Fountain Investments UK (11)                                       100                    United Kingdom
      Janus Capital Corporation (11)                                     82                        Colorado
      Janus Capital International Ltd. (12)                              100                       Colorado
      Janus Distributors, Inc. (12)                                      100                       Colorado
      Janus Service Corp. (12)                                           100                       Colorado
      Joseph Nelson Limited (13)                                         100                    United Kingdom
      Nelson Investment Planning Limited (13)                            100                    United Kingdom
      Nelson Investment Management Limited (13)                          100                    United Kingdom
      Nelson Money Managers plc (15)                                     80                     United Kingdom
      PVI, Inc. (11)                                                     100                       Delaware
      Taproot Limited (13)                                               100                    United Kingdom



<PAGE>




Notes to Schedule 3.08:

(1)      Subsidiary of Caymex Transportation, Inc.
(2)      Subsidiary of The Kansas City Southern Railway Company
(3)      Subsidiary of Gateway Western Railway Company
(4)      Subsidiary of KCS Transportation Company
(5)      Subsidiary of Southern Industrial Services, Inc.
(6)      Subsidiary of Kansas City Southern Industries, Inc.
(7)      Subsidiary of Kansas City Southern Lines, Inc.
(8)      Subsidiary of Rice-Carden Corporation
(9)      Subsidiary of Stilwell Management, Inc.
(10)     Subsidiary of Berger LLC
(11)     Subsidiary of Stilwell Financial, Inc.
(12)     Subsidiary of Janus Capital Corporation
(13)     Subsidiary of Nelson Money Managers plc
(14)     Subsidiary of Joseph Nelson Limited
(15)     Subsidiary of FAM UK Limited
(16)     Subsidiary of SCC Holdings, Inc.
(17)     Subsidiary of Canama Transportation, Inc.
</TABLE>


<PAGE>



- 2 -

14070118\V-1
14072105 v4
                                     KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                                SCHEDULE 3.09 TO
                                           364-DAY COMPETITIVE ADVANCE
                                         AND REVOLVING CREDIT AGREEMENT


                                                   LITIGATION

Duncan Case

         In 1998,  a jury in  Beauregard  Parish,  Louisiana  returned a verdict
against the Borrower in the amount of $16.3  million.  The Louisiana  state case
arose from a railroad crossing  accident which occurred at Oretta,  Louisiana on
September 11, 1994, in which three  individuals were injured.  Of the three, one
was injured fatally,  one was rendered  quadriplegic and the third suffered less
serious injures.

         Subsequent  to the  verdict,  the trial court held that the  plaintiffs
were  entitled  to interest  on the  judgment  from the date the suit was filed,
dismissed the verdict against one defendant and reallocated the judgment of that
verdict to the remaining  defendants.  The resulting total judgment  against the
Borrower,  together with interest,  was approximately $26.7 million at September
30, 1999.

         On November  3, 1999 the Third  Circuit  Court of Appeals in  Louisiana
affirmed the judgment. Review will now be sought in the Louisiana Supreme Court.

Bogalusa Cases

         In July 1996, the Borrower was named as one of 27 defendants in various
lawsuits in Louisiana and  Mississippi  arising from the explosion of a rail car
loaded with chemicals in Bogalusa, Louisiana on October 23, 1995. As a result of
the  explosion,  nitrogen  dioxide and oxides of nitrogen were released into the
atmosphere  over parts of that town and the surrounding  area allegedly  causing
evacuations  and  injuries.  Approximately  25,000  residents of  Louisiana  and
Mississippi have asserted claims to recover damages allegedly caused by exposure
to the chemicals.

         The  Borrower  neither  owned nor  leased  the rail car or the rails on
which the rail car was located at the time of the  explosion  in  Bogalusa.  The
Borrower did, however, move the rail car from Jackson to Vicksburg, Mississippi,
where it was  loaded  with  chemicals,  and back to  Jackson  where  the car was
tendered to the Illinois Central Railway Company ("IC").  The explosion occurred
more than 15 days after the Borrower last  transported the rail car. The car was
loaded by the  shipper  in excess of its  standard  weight,  but under the car's
capacity, when it was transported by the Borrower to interchange with the IC.

         The  trial  of a group of 20  plaintiffs  in the  Mississippi  lawsuits
arising  from the  chemical  release  resulted in a jury verdict and judgment in
favor of the  Borrower in June 1999.  The jury found that the  Borrower  was not
negligent  and that the  plaintiffs  had failed to prove that they were damaged.
The  trial of the  Louisiana  class  action  and the trial of  another  group of
Mississippi plaintiffs could both begin during the year 2000.



<PAGE>


                                     KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                                SCHEDULE 3.17 TO
                                           364-DAY COMPETITIVE ADVANCE
                                         AND REVOLVING CREDIT AGREEMENT


                                             DIVIDEND RESTRICTIONS

         The  Wyandotte  Garage  Corporation  has entered into a mortgage  which
restricts  its  ability  to  pledge  its  assets,   give   guarantees  and  make
distributions.



<PAGE>






                                     KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                                SCHEDULE 6.01 TO
                                           364-DAY COMPETITIVE ADVANCE
                                         AND REVOLVING CREDIT AGREEMENT


                                                  INDEBTEDNESS
<TABLE>
<S>                       <C>                    <C>                     <C>                    <C>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        Obligor                   Payee               Description              Maturity                Balance
        -------                   -----               -----------              --------
                                                                                                      @9/30/99
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
    The Kansas City
    Southern Railway          Chemical Bank       Locomotive Purchase            8/04                $4,620,550
        Company
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
    The Kansas City           Chemical Bank       Locomotive Purchase            1/03                 7,807,834
Southern Railway Company
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
    The Kansas City        The Chase Manhattan    Locomotive Purchase            12/06               43,265,552
Southern Railway Company          Bank
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
    The Kansas City         Bank of New York      Locomotive Purchase            5/03                14,405,798
Southern Railway Company
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
    The Kansas City       Connecticut Bank and       Capital Lease/              6/04                 1,156,314
Southern Railway Company          Trust              Rolling Stock
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
    The Kansas City        Trinity Industries        Capital Lease/              2/06                  614,048
Southern Railway Company                             Rolling Stock
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
    The Kansas City           Pitney Bowes           Capital Lease/              9/09                 2,339,322
Southern Railway Company                             Rolling Stock
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Gateway Western Railway     State of Illinois         Jacksonville               1/06                  556,063
        Company                                  Rehabilitation Project
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Gateway Western Railway     State of Illinois        East St. Louis              4/07                  242,220
        Company                                  Rehabilitation Project
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Gateway Western Railway     State of Illinois         Roadhouse to               1/07                 2,378,894
        Company                                      East Louisiana
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                   Venice Intermodel
Gateway Western Railway     State of Illinois           Facility                 12/09                1,844,644
        Company                                      Rehabilitation
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Gateway Eastern Railway     State of Illinois        Rehabilitation              2/18                  914,645
        Company                                    Project Wann-Lenox
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
    Wyandotte Garage        Lincoln National      Mortgage on Property           12/12                5,653,829
      Corporation
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Southern Industrial
    Services, Inc./                IRB                    IRB                    5/04                 5,000,000
    TranServe, Inc.
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                   Contingent Capital
  Kansas City Southern             TFM                contribution                N/A                74,600,000
    Industries, Inc.                                   obligation
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                   Contingent Capital                                 7,500,000
  Kansas City Southern    Panama Canal Railway        contribution                N/A              (+5% of Project
    Industries, Inc.             Company               obligation                                 Completion Costs)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>


<PAGE>



- 2 -

                                     KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                                SCHEDULE 6.02 TO
                                           364-DAY COMPETITIVE ADVANCE
                                         AND REVOLVING CREDIT AGREEMENT


                                                     LIENS

<TABLE>
<S>                                   <C>                               <C>                       <C>

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

               Debtor                          Secured Party                   Collateral            Debt Secured
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway             Chemical Bank              Specific Locomotives        $4,620,550
              Company
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway             Chemical Bank              Specific Locomotives         7,807,834
              Company
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway            Bank of New York            Specific Locomotives        14,405,798
              Company
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway               The Chase                Specific Locomotives        43,265,552
              Company                          Manhattan Bank
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway              Connecticut                  Capital Lease/            1,156,314
              Company                          Bank and Trust                Rolling Stock
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway                Trinity                    Capital Lease/             614,048
              Company                                                        Rolling Stock
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway              Pitney Bowes                 Capital Lease/            2,339,322
              Company                                                        Rolling Stock
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  Gateway Western Railway Company            State of Illinois           Rehabilitation Project         556,063
                                                                                 Assets
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  Gateway Western Railway Company            State of Illinois           Rehabilitation Project         242,220
                                                                                 Assets
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  Gateway Western Railway Company            State of Illinois           Rehabilitation Project        2,378,894
                                                                                 Assets
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  Gateway Western Railway Company            State of Illinois           Rehabilitation Project        1,844,644
                                                                                 Assets
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  Gateway Eastern Railway Company            State of Illinois           Rehabilitation Project         914,645
                                                                                 Assets
------------------------------------- --------------------------------- ------------------------- --------------------


<PAGE>



------------------------------------- --------------------------------- ------------------------- --------------------
    Wyandotte Garage Corporation              Lincoln National                    Real                 5,653,829
                                                                                Property
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
   Southern Industrial Services,                    IRB                          Plant                 5,000,000
           Inc./TranServe
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
          Gateway Western                    State of Missouri               [Fixed Assets]              Flood
          Railway Company                                                                            Relief Grant
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway       GE Capital Fleet Services         Specific Equipment          Operating
              Company                                                    Under Operating Leases         Leases
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway        Puckett Machine Company          Specific Equipment          Operating
              Company                                                    Under Operating Leases         Leases
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway               IBM Credit                Specific Equipment          Operating
              Company                                                    Under Operating Leases         Leases
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway         Storage Tek Financial           Specific Equipment          Operating
              Company                                                    Under Operating Leases         Leases
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway            General Electric             Specific Equipment          Operating
              Company                       Capital Corporation          Under Operating Leases         Leases
------------------------------------- --------------------------------- ------------------------- --------------------
------------------------------------- --------------------------------- ------------------------- --------------------
  The Kansas City Southern Railway           GE Capital Modular                 Trailer                Operating
              Company                                                                                   Leases
------------------------------------- --------------------------------- ------------------------- --------------------

     1/ Not less than  $5,000,000  (and in  integral  multiples  $1,000,000)  or
greater than the Total Commitment then available.
     2/ Eurodollar Loan or Fixed Rate Loan.
     -
     3/ Which shall be subject to the  definition  of "Interest  Period" and end
     not later than the Maturity Date. 4/ The  Competitive  Bid must be received
     by the Agent (i) in the case of Eurodollar Loans, not later than
9:30 a.m., New York City time, three Business Days before a proposed Competitive
Borrowing,  and (ii) in the case of Fixed Rate Loans,  not later than 9:30 a.m.,
New York City time, on the Business Day of a proposed Competitive Borrowing.
     5/ Not less than  $5,000,000  or  greater  than the  requested  Competitive
Borrowing  and in  integral  multiples  of  $1,000,000.  Multiple  bids  will be
accepted by the Agent.
     6/ LIBO Rate + or -     %, in the case of Eurodollar Loans or     %, in the case of Fixed Rate Loans.
     -
     7/ Not less than $5,000,000 (and in integral multiples of $1,000,000) or greater than the Total
     -
Commitment then available.
     8/ Eurodollar Loan or ABR Loan.
     -
     9/ Which shall be subject to the  definition  of "Interest  Period" and end
not later than the Maturity Date.
</TABLE>