<PAGE>

                                        Exhibit 10(a)


                      CREDIT AGREEMENT

                         Arranged by

             FIRST CHICAGO CAPITAL MARKETS, INC.

                 Dated as of August 11, 1998

                            among

             KANSAS CITY POWER & LIGHT COMPANY,

                      CERTAIN LENDERS,
                              
             THE FIRST NATIONAL BANK OF CHICAGO,

                   as Administrative Agent

                             and

                     NATIONSBANK, N.A.,

                   as Documentation Agent

<PAGE>

                      TABLE OF CONTENTS
                                                                        Page
ARTICLE I
DEFINITIONS                                                              1

ARTICLE II
THE CREDITS                                                             10
        2.1.  Commitment                                                10
        2.2.  Required Payments; Termination                            10
        2.3.  Ratable Loans                                             10
        2.4.  Types of Advances                                         10
        2.5.  Commitment Fee; Reductions in Aggregate Commitment        10
        2.6.  Minimum Amount of Each Advance                            11
        2.7.  Optional Principal Payments                               11
        2.8.  Method of Selecting Types and Interest Periods
              for New Advances                                          11
        2.9.  Conversion and Continuation of Outstanding Advances       11
        2.10. Changes in Interest Rate, etc.                            12
        2.11. Rates Applicable After Default                            12
        2.12. Method of Payment                                         13
        2.13. Noteless Agreement; Evidence of Indebtedness              13
        2.14. Telephonic Notices                                        14
        2.15. Interest Payment Dates; Interest and Fee Basis            14
        2.16. Notification of Advances, Interest Rates, Prepayments
              and Commitment Reductions                                 14
        2.17. Lending Installations                                     15
        2.18. Non-Receipt of Funds by the Administrative Agent          15 
        2.19. Extension of Facility Termination Date                    15

ARTICLE III
YIELD PROTECTION; TAXES                                                 16
        3.1.  Yield Protection                                          16
        3.2.  Changes in Capital Adequacy Regulations                   16
        3.3.  Availability of Types of Advances                         17
        3.4.  Funding Indemnification                                   17
        3.5.  Taxes                                                     17
        3.6.  Lender Statements; Survival of Indemnity                  19

ARTICLE IV
CONDITIONS PRECEDENT                                                    19
        4.1.  Initial Advance                                           19
        4.2.  Each Advance                                              20

                                Page i

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ARTICLE V
REPRESENTATIONS AND WARRANTIES                                          21
        5.1.  Existence and Standing                                    21
        5.2.  Authorization and Validity                                21
        5.3.  No Conflict; Government Consent                           22
        5.4.  Financial Statements                                      22
        5.5.  Material Adverse Change                                   22
        5.6.  Taxes                                                     22
        5.7.  Litigation and Contingent Obligations                     22
        5.8.  ERISA                                                     23
        5.9.  Accuracy of Information                                   23
        5.10. Regulation U                                              23
        5.11. Material Agreements                                       23
        5.12. Compliance With Laws                                      23
        5.13. Ownership of Properties                                   23
        5.14. Plan Assets; Prohibited Transactions                      24
        5.15. Environmental Matters                                     24
        5.16. Investment Company Act                                    24
        5.17. Public Utility Holding Company Act                        24
        5.18. Pari Passu Indebtedness                                   24
        5.19. Year 2000 Problem                                         24

ARTICLE VI
COVENANTS                                                               24
        6.1.  Financial Reporting                                       25
        6.2.  Use of Proceeds                                           26
        6.3.  Notice of Default                                         26
        6.4.  Conduct of Business                                       26
        6.5.  Taxes                                                     26
        6.6.  Insurance                                                 26
        6.7.  Compliance with Laws                                      27
        6.8.  Maintenance of Properties                                 27
        6.9.  Inspection                                                27
        6.10. Consolidations, Mergers and Sale of Assets                27
        6.11. Liens                                                     28
        6.12. Affiliates                                                29

ARTICLE VII
DEFAULTS                                                                30

ARTICLE VIII
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES                          31
        8.1.  Acceleration                                              31
        8.2.  Amendments                                                32

                                Page ii

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       8.3.   Preservation of Rights                                     32

ARTICLE IX
GENERAL PROVISIONS                                                      33
       9.1.   Survival of Representations                               33
       9.2.   Governmental Regulation                                   33
       9.3.   Headings                                                  33
       9.4.   Entire Agreement                                          33
       9.5.   Several Obligations; Benefits of this Agreement           33
       9.6.   Expenses; Indemnification                                 33
       9.7.   Numbers of Documents                                      34
       9.8.   Accounting                                                34
       9.9.   Severability of Provisions                                34
       9.10.  Nonliability of Lenders                                   34
       9.11.  Confidentiality                                           35
       9.12.  Nonreliance                                               35

ARTICLE X
THE AGENTS                                                              35
      10.1.   Appointment; Nature of Relationship                       35
      10.2.   Powers                                                    36
      10.3.   General Immunity                                          36
      10.4.   No Responsibility for Loans, Recitals, etc.               36
      10.5.   Action on Instructions of Lenders                         37
      10.6.   Employment of Administrative Agents and Counsel           37
      10.7.   Reliance on Documents; Counsel                            37
      10.8.   Administrative Agent's Reimbursement and Indemnification  37
      10.9.   Notice of Default                                         38
      10.10.  Rights as a Lender                                        38
      10.11.  Lender Credit Decision                                    38
      10.12.  Successor Administrative Agent                            38
      10.13.  Administrative Agent's Fee.                               39
      10.14.  Delegation to Affiliates.                                 39

ARTICLE XI
SETOFF; RATABLE PAYMENTS                                                40
      11.1.   Setoff                                                    40
      11.2.   Ratable Payments                                          40

ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS                       40
      12.1.   Successors and Assigns                                    40
      12.2.   Participations                                            41

                                Page iii

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      12.2.1. Permitted Participants; Effect                            41
      12.2.2. Voting Rights                                             41
      12.2.3. Benefit of Setoff                                         41
      12.3.   Assignments                                               42
      12.3.1. Permitted Assignments                                     42
      12.3.2. Effect; Effective Date                                    42
      12.3.3. Substitution of Lenders                                   42
      12.4.   Dissemination of Information                              43
      12.5.   Tax Treatment                                             43

ARTICLE XIII
NOTICES                                                                 43
      13.1.   Notices                                                   43
      13.2.   Change of Address                                         44

ARTICLE XIV
COUNTERPARTS                                                            44

ARTICLE XV
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL            44
      15.1.   CHOICE OF LAW                                             44
      15.2.   CONSENT TO JURISDICTION                                   44
      15.3.   WAIVER OF JURY TRIAL                                      45

EXHIBIT A      FORM OF OPINION

EXHIBIT B      COMPLIANCE CERTIFICATE

EXHIBIT C      ASSIGNMENT AGREEMENT

EXHIBIT D      LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

EXHIBIT E      NOTE

SCHEDULE 1     LIENS

                                Page iv

<PAGE>

                      
                      CREDIT AGREEMENT

      This  Agreement, dated as of August 11, 1998, is  among
Kansas  City  Power & Light Company, the Lenders,  The  First
National  Bank  of  Chicago,  as  Administrative  Agent   and
NationsBank,  N.A.,  as  Documentation  Agent.   The  parties
hereto agree as follows:

                          ARTICLE I

                         DEFINITIONS

     As used in this Agreement:

      "Administrative Agent" means The First National Bank of
Chicago in its capacity as contractual representative of  the
Lenders  pursuant  to Article X, and not  in  its  individual
capacity as a Lender, and any successor Administrative  Agent
appointed pursuant to Article X.

      "Advance" means a borrowing hereunder (or conversion or
continuation thereof) consisting of the aggregate  amount  of
the several Loans made on the same Borrowing Date (or date of
conversion or continuation) by the Lenders to the Borrower of
the  same  Type and, in the case of Eurodollar Advances,  for
the same Interest Period.

      "Affiliate"  of  any  Person  means  any  other  Person
directly  or indirectly controlling, controlled by  or  under
common  control  with  such Person.   For  purposes  of  this
definition, "control" (including, with correlative  meanings,
the  terms  "controlled by" and "under common control  with")
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 or by contract or otherwise.

      "Aggregate  Commitment"  means  the  aggregate  of  the
Commitments of all the Lenders, as reduced from time to  time
pursuant to the terms hereof.

      "Agreement" means this credit agreement, as it  may  be
amended or modified and in effect from time to time.

      "Alternate  Base Rate" means, for any day,  a  rate  of
interest  per annum equal to the higher of (i) the  Corporate
Base  Rate for such day and (ii) the sum of the Federal Funds
Effective Rate for such day plus 1/2% per annum.

     "Applicable Fee Rate" means, at any time, the percentage
rate per annum at which  commitment fees are accruing on  the
unused  portion of the Aggregate Commitment at such  time  as
set forth in the Pricing Schedule.

<PAGE>      

      "Applicable Margin" means, with respect to Advances  of
any Type at any time, the percentage rate per annum which  is
applicable at such time with respect to Advances of such Type
as set forth in the Pricing Schedule.

      "Arranger" means First Chicago Capital Markets, Inc., a
Delaware corporation, and its successors.

      "Article"  means  an article of this  Agreement  unless
another document is specifically referenced.

      "Authorized Officer" means any of the Treasurer or  the
Chief Financial Officer of the Borrower, acting singly.

     "Bonds" is defined in Section 6.2.

      "Bond  Documents" means the Bonds, any related offering
circular  and  all  documents, instruments  and  certificates
delivered in connection therewith.

      "Borrower" means Kansas City Power & Light  Company,  a
Missouri corporation, and its successors and assigns.

      "Borrowing  Date" means a date on which an  Advance  is
made hereunder.

      "Borrowing Notice" is defined in Section 2.8.

      "Business Day" means (i) with respect to any borrowing,
payment  or  rate  selection of Eurodollar  Advances,  a  day
(other  than  a Saturday or Sunday) on which banks  generally
are  open  in  Chicago  and  New  York  for  the  conduct  of
substantially all of their commercial lending activities  and
on  which dealings in United States dollars are carried on in
the  London interbank market and (ii) for all other purposes,
a  day  (other  than  a Saturday or Sunday)  on  which  banks
generally   are   open  in  Chicago  for   the   conduct   of
substantially all of their commercial lending activities.

      "Capitalized  Lease" of a Person  means  any  lease  of
Property  by such Person as lessee which would be capitalized
on a balance sheet of such Person prepared in accordance with
GAAP.

      "Capitalized Lease Obligations" of a Person  means  the
amount  of  the obligations of such Person under  Capitalized
Leases which would be shown as a liability on a balance sheet
of such Person prepared in accordance with GAAP.

      "Code"  means  the Internal Revenue Code  of  1986,  as
amended, reformed or otherwise modified from time to time.

                                Page 2

<PAGE>      

      
      "Commitment" means, for each Lender, the obligation  of
such  Lender to make Loans not exceeding the amount set forth
opposite its signature below or as set forth in any Notice of
Assignment  relating  to  any  assignment  that  has   become
effective pursuant to Section 12.3.2, as such amount  may  be
modified from time to time pursuant to the terms hereof.

     "Contingent Obligation" of a Person means any agreement,
undertaking  or  arrangement by which  such  Person  assumes,
guarantees,  endorses,  contingently agrees  to  purchase  or
provide funds for the payment of, or otherwise becomes or  is
contingently liable upon, the obligation or liability 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.

      "Conversion/Continuation Notice" is defined in  Section
2.9.

      "Controlled  Group" means all members of  a  controlled
group  of  corporations or other business  entities  and  all
trades  or  businesses  (whether or not  incorporated)  under
common  control which, together with the Borrower or  any  of
its  Subsidiaries,  are  treated as a single  employer  under
Section 414 of the Code.

      "Corporate Base Rate" means a rate per annum  equal  to
the  corporate  base  rate  of interest  announced  by  First
Chicago  from  time  to  time,  changing  when  and  as  said
corporate base rate changes.

     "Default" means an event described in Article VII.

      "Documentation Agent" means NationsBank, N.A.,  in  its
capacity as documentation agent for the Lenders.

      "Environmental Laws" means any and all federal,  state,
local   and   foreign  statutes,  laws,  judicial  decisions,
regulations,  ordinances, rules, judgments, orders,  decrees,
plans, injunctions, permits, concessions, grants, franchises,
licenses,  agreements  and  other  governmental  restrictions
relating  to (i) the protection of the environment, (ii)  the
effect  of  the environment on human health, (iii) emissions,
discharges or releases of pollutants, contaminants, hazardous
substances  or  wastes into surface water,  ground  water  or
land, or (iv) the manufacture, processing, distribution, use,
treatment,  storage,  disposal,  transport  or  handling   of
pollutants, contaminants, hazardous substances or  wastes  or
the clean-up or other remediation thereof.

      "ERISA"  means the Employee Retirement Income  Security
Act  of  1974, as amended from time to time, and any rule  or
regulation issued thereunder.

      "Eurodollar  Advance"  means  an  Advance  which  bears
interest at the applicable Eurodollar Rate.

                        Page 3

<PAGE>      

       "Eurodollar  Base  Rate"  means,  with  respect  to  a
Eurodollar Advance for the relevant Interest Period, the rate
determined  by  the Administrative Agent to be  the  rate  at
which  First Chicago offers to place deposits in U.S. dollars
with  first-class  banks in the London  interbank  market  at
approximately  11:00  a.m. (London time)  two  Business  Days
prior  to  the  first  day of such Interest  Period,  in  the
approximate  amount  of First Chicago's  relevant  Eurodollar
Loan  and  having  a  maturity approximately  equal  to  such
Interest Period.

      "Eurodollar Loan" means a Loan which bears interest  at
the applicable Eurodollar Rate.

      "Eurodollar  Rate" means, with respect to a  Eurodollar
Advance for the relevant Interest Period, the sum of (i)  the
quotient of (a) the Eurodollar Base Rate applicable  to  such
Interest  Period,  divided  by  (b)  one  minus  the  Reserve
Requirement  (expressed  as  a decimal)  applicable  to  such
Interest  Period, plus the Applicable Margin.  The Eurodollar
Rate shall be rounded to the next higher multiple of 1/16  of
1% if the rate is not such a multiple.

      "Excluded Taxes" means, in the case of each  Lender  or
applicable Lending Installation and the Administrative Agent,
taxes  imposed on its overall net income, and franchise taxes
imposed  on  it, by (i) the jurisdiction under  the  laws  of
which such Lender or the Administrative Agent is incorporated
or   organized  or  (ii)  the  jurisdiction  in   which   the
Administrative  Agent's or such Lender's principal  executive
office  or  such Lender's applicable Lending Installation  is
located.

     "Exhibit" refers to an exhibit to this Agreement, unless
another document is specifically referenced.

     "Extension Date" is defined in Section 2.19.

     "Extension Request" is defined in Section 2.19.

     "Facility Termination Date" means August 10, 1999 or any
later  date  as may be specified as the Facility  Termination
Date  in accordance with Section 2.19 or any earlier date  on
which  the  Aggregate  Commitment  is  reduced  to  zero   or
otherwise terminated pursuant to the terms hereof.

      "Federal Funds Effective Rate" means, for any  day,  an
interest rate per annum equal to the weighted average of  the
rates on overnight Federal funds transactions with members of
the  Federal Reserve System arranged by Federal funds brokers
on  such day, as published for such day (or, if such  day  is
not  a  Business Day, for the immediately preceding  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 at approximately  10:00  a.m.
(Chicago  time) on such day on such transactions received  by
the Administrative Agent from three Federal funds brokers  of
recognized standing selected by the Administrative  Agent  in
its sole discretion.
      
                                Page 4

<PAGE>      


      "FERC"  means the Federal Energy Regulatory  Commission
and any successor agency thereto.

      "FERC  Order"  means the order issued by  the  FERC  to
Borrower  dated June 4, 1998, Docket No. ES98-26-000,  or  an
extension, renewal or replacement of such order in  form  and
substance satisfactory to the Lenders.

     "First Chicago" means The First National Bank of Chicago
in its individual capacity, and its successors.

      "Floating  Rate" means, for any day, a rate  per  annum
equal  to the Alternate Base Rate for such day, in each  case
changing when and as the Alternate Base Rate changes.

      "Floating  Rate Advance" means an Advance  which  bears
interest at the Floating Rate.

      "Floating Rate Loan" means a Loan which bears  interest
at the Floating Rate.

      "FPA" means the Federal Power Act, as amended, and  all
rules and regulations promulgated thereunder.

      "GAAP"  means generally accepted accounting  principles
set   forth   from   time  to  time  in  the   opinions   and
pronouncements  of the Accounting Principles  Board  and  the
American  Institute  of  Certified  Public  Accountants   and
statements of the Financial Accounting Standards Board.

      "Indebtedness"  of  a Person means  such  Person's  (i)
obligations for borrowed money, (ii) obligations representing
the  deferred  purchase price of Property or services  (other
than  accounts payable arising in the ordinary course of such
Person's  business payable on terms customary in the  trade),
(iii)  obligations, whether or not assumed, secured by  Liens
or  payable  out of the proceeds or production from  property
now  or  hereafter  owned or acquired by  such  Person,  (iv)
obligations  which  are evidenced by notes,  acceptances,  or
other instruments, (v) obligations of such Person to purchase
securities  or other property arising out of or in connection
with the sale of the same or substantially similar securities
or   property,  (vi)  Capitalized  Lease  Obligations,  (vii)
Contingent  Obligations, (ix) all obligations, contingent  or
otherwise,  with  respect to the face amount  of  letters  of
credit (whether or not drawn) and bankers' acceptances issued
for  the  account of such Person and (x) any other obligation
for borrowed money or other financial accommodation which  in
accordance  with  GAAP would be shown as a liability  on  the
consolidated balance sheet of such Person.

      "Interest  Period" means, with respect to a  Eurodollar
Advance, a period of one, two, three or six months commencing
on  a  Business Day selected by the Borrower pursuant to this
Agreement.  Such Interest Period shall end on the  day  which
corresponds numerically to such date one, two, three  or  six
months  thereafter, provided, however, that if  there  is  no

                        Page 5

<PAGE>      


such  numerically  corresponding day in  such  next,  second,
third  or sixth succeeding month, such Interest Period  shall
end  on the last Business Day of such next, second, third  or
sixth   succeeding  month.   If  an  Interest  Period   would
otherwise  end  on  a day which is not a Business  Day,  such
Interest  Period  shall end on the next  succeeding  Business
Day, provided, however, that if said next succeeding Business
Day falls in a new calendar month, such Interest Period shall
end on the immediately preceding Business Day.

      "Lenders" means the lending institutions listed on  the
signature  pages  of  this  Agreement  and  their  respective
successors and assigns.

      "Lending Installation" means, with respect to a  Lender
or  the  Administrative Agent, the office, branch, subsidiary
or  affiliate  of  such  Lender or the  Administrative  Agent
listed  on  the  signature pages hereof or on a  Schedule  or
otherwise selected by such Lender or the Administrative Agent
pursuant to Section 2.17.

      "Lien"  means any lien (statutory or other),  mortgage,
pledge,   hypothecation,  assignment,  deposit   arrangement,
encumbrance   or  preference,  priority  or  other   security
agreement  or preferential arrangement of any kind or  nature
whatsoever (including, without limitation, the interest of  a
vendor  or  lessor  under any conditional  sale,  Capitalized
Lease or other title retention agreement).

      "Loan"  means, with respect to a Lender, such  Lender's
loan  made  pursuant  to  Article II (or  any  conversion  or
continuation thereof).

      "Loan  Documents" means this Agreement  and  any  Notes
issued pursuant to Section 2.13.

      "Material  Adverse  Effect" means  a  material  adverse
effect on (i) the business, Property, condition (financial or
otherwise),  results  of  operations,  or  prospects  of  the
Borrower  and  its Subsidiaries taken as a  whole,  (ii)  the
ability of the Borrower to perform its obligations under  the
Loan Documents or (iii) the validity or enforceability of any
of  the  Loan  Documents or the rights  or  remedies  of  the
Administrative Agent or the Lenders thereunder.

     "Material Indebtedness" is defined in Section 7.5.

     "Moody's" means Moody's Investors Service, Inc.

     "Multiemployer Plan" means a Plan maintained pursuant to
a collective bargaining agreement or any other arrangement to
which the Borrower or any member of the Controlled Group is a
party  to which more than one employer is obligated  to  make
contributions.

     "Non-U.S. Lender" is defined in Section 3.5(iv).

                                Page 6

<PAGE>      

      "Note"  means any promissory note issued at the request
of  a  Lender pursuant to Section 2.13 in the form of Exhibit
E.

     "Notice of Assignment" is defined in Section 12.3.2.

      "Obligations" means all unpaid principal of and accrued
and unpaid interest on the Loans, all accrued and unpaid fees
and  all  expenses,  reimbursements,  indemnities  and  other
obligations of the Borrower to the Lenders or to any  Lender,
the  Administrative  Agent or any indemnified  party  arising
under the Loan Documents.

     "Other Taxes" is defined in Section 3.5(ii).

     "Participants" is defined in Section 12.2.1.

      "Payment  Date"  means the last Business  Day  of  each
March, June, September and December.

      "PBGC"  means the Pension Benefit Guaranty Corporation,
or any successor thereto.

      "Person"  means any natural person, corporation,  firm,
joint   venture,  partnership,  limited  liability   company,
association,   enterprise,   trust   or   other   entity   or
organization,  or any government or political subdivision  or
any agency, department or instrumentality thereof.

      "Plan" means an employee pension benefit plan which  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.

      "Pricing  Schedule" means the Schedule attached  hereto
identified as such.

      "Property"  of  a  Person means any and  all  property,
whether  real, personal, tangible, intangible, or  mixed,  of
such  Person,  or other assets owned, leased or  operated  by
such Person.

      "PUHCA" means the Public Utility Holding Company Act of
1935, as amended.

     "Purchasers" is defined in Section 12.3.1.

      "Regulation  D"  means Regulation D  of  the  Board  of
Governors of the Federal Reserve System as from time to  time
in  effect  and any successor thereto or other regulation  or
official  interpretation of said Board of Governors  relating
to  reserve  requirements applicable to member banks  of  the
Federal Reserve System.

      "Regulation  U"  means Regulation U  of  the  Board  of
Governors of the Federal Reserve System as from time to  time
in  effect and any successor or other regulation or

                                Page 7

<PAGE>      


official interpretation  of said Board of Governors relating 
to the extension of credit by banks for the purpose of purchasing
or carrying margin stocks applicable to member banks of the
Federal Reserve System.

      "Reportable Event" means a reportable event as  defined
in  Section  4043 of ERISA and the regulations  issued  under
such  section,  with  respect to a Plan, excluding,  however,
such events as to which the PBGC has by regulation waived the
requirement  of Section 4043(a) of ERISA that it be  notified
within  30  days  of the occurrence of such event,  provided,
however,  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 such
waiver  of  the notice requirement in accordance with  either
Section 4043(a) of ERISA or Section 412(d) of the Code.

     "Required Lenders" means Lenders in the aggregate having
at  least  66-  %  of  the Aggregate Commitment  or,  if  the
Aggregate  Commitment  has been terminated,  Lenders  in  the
aggregate  holding  at  least 66- % of the  aggregate  unpaid
principal amount of the outstanding Advances.

     "Reserve Requirement" means, with respect to an Interest
Period,  the maximum aggregate reserve requirement (including
all  basic, supplemental, marginal and other reserves)  which
is imposed under Regulation D on Eurocurrency liabilities.

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

      "Schedule"  refers  to  a  specific  schedule  to  this
Agreement,    unless   another   document   is   specifically
referenced.

      "Section"  means a numbered section of this  Agreement,
unless another document is specifically referenced.

      "Significant  Subsidiary"  means,  at  any  time,  each
Subsidiary of the Borrower in which the Borrower has, at such
time,  an  investment,  either  directly  or  indirectly,  of
$100,000,000  or  more, whether through  loans  or  advances,
equity   investments,   capital   contributions,   Contingent
Obligations   or   otherwise,  with  all   such   investments
determined  at  the original amount thereof,  without  giving
effect to any writedowns or writeoffs of any such investment.

      "Single Employer Plan" means a Plan maintained  by  the
Borrower  or any member of the Controlled Group for employees
of the Borrower or any member of the Controlled Group.

      "Subsidiary" of a Person means (i) any corporation more
than 50% of the outstanding securities having ordinary voting
power  of  which  shall at the time be owned  or  controlled,

                                Page 8

<PAGE>      

directly or indirectly, by such Person or by one or  more  of
its  Subsidiaries or by such Person and one or  more  of  its
Subsidiaries,  or  (ii)  any partnership,  limited  liability
company,  association,  joint  venture  or  similar  business
organization more than 50% of the ownership interests  having
ordinary voting power of which shall at the time be so  owned
or  controlled.   Unless  otherwise expressly  provided,  all
references  herein to a "Subsidiary" shall mean a  Subsidiary
of the Borrower.

       "Substantial  Portion"  means,  with  respect  to  the
Property of the Borrower and its Subsidiaries, Property which
(i)  represents more than 10% of the consolidated  assets  of
the  Borrower and its Subsidiaries as would be shown  in  the
consolidated  financial statements of the  Borrower  and  its
Subsidiaries  as at the beginning of the twelve-month  period
ending with the month in which such determination is made, or
(ii) is responsible for more than 10% of the consolidated net
sales  or of the consolidated net income of the Borrower  and
its  Subsidiaries  as  reflected in the financial  statements
referred to in clause (i) above.

      "Taxes"  means  any and all present  or  future  taxes,
duties, levies, imposts, deductions, charges or withholdings,
and  any  and all liabilities with respect to the  foregoing,
but excluding Excluded Taxes.

      "`34  Act  Reports" means the periodic reports  of  the
Borrower filed with the Securities and Exchange Commission on
Forms 10K, 10Q and 8K (or any successor forms thereto).

     "Transferee" is defined in Section 12.4.

     "Type" means, with respect to any Advance, its nature as
a Floating Rate Advance or a Eurodollar Advance.

      "Unmatured  Default" means an event which but  for  the
lapse  of  time  or  the  giving of notice,  or  both,  would
constitute a Default.

      "Western Merger Transactions" means, collectively,  the
mergers  and related transactions contemplated by the Amended
and  Restated Plan of Merger, dated as of March 18, 1998,  by
and  among  Western Resources, Inc., Kansas  Gas  &  Electric
Company, NKC, Inc. and the Borrower.

      "Wholly-Owned  Subsidiary" of a Person  means  (i)  any
Subsidiary all of the outstanding voting securities of  which
shall  at  the  time  be  owned or  controlled,  directly  or
indirectly,  by  such  Person or  one  or  more  Wholly-Owned
Subsidiaries  of such Person, or by such Person  and  one  or
more  Wholly-Owned Subsidiaries of such Person, or  (ii)  any
partnership,  limited liability company,  association,  joint
venture  or  similar  business  organization  100%   of   the
ownership  interests having ordinary voting  power  of  which
shall at the time be so owned or controlled.

                        Page 9

<PAGE>      

     "Year  2000  Problem"  means  the  risk  that  computer
applications and embedded microchips in non-computing devices
may  be  unable  to  recognize  and  perform  properly  date-
sensitive functions involving certain dates prior to and  any
date after December 31, 1999.

     The foregoing definitions shall be equally applicable to
both the singular and plural forms of the defined terms.


                         ARTICLE II

                         THE CREDITS


        2.1.     Commitment.  From and including the date  of
this  Agreement  and prior to the Facility Termination  Date,
each Lender severally agrees, on the terms and conditions set
forth  in this Agreement, to make Loans to the Borrower  from
time to time in amounts not to exceed in the aggregate at any
one  time outstanding the amount of its Commitment.   Subject
to  the  terms  of this Agreement, the Borrower  may  borrow,
repay  and  reborrow  at  any  time  prior  to  the  Facility
Termination  Date.  The Commitments to lend  hereunder  shall
expire on the Facility Termination Date.

          2.2.      Required   Payments;   Termination.   Any
outstanding  Advances and all other unpaid Obligations  shall
be  paid  in full by the Borrower on the Facility Termination
Date.

        2.3.     Ratable Loans.  Each Advance hereunder shall
consist  of  Loans made from the several Lenders  ratably  in
proportion  to  the  ratio that their respective  Commitments
bear to the Aggregate Commitment.

        2.4.     Types  of  Advances.  The  Advances  may  be
Floating   Rate  Advances  or  Eurodollar  Advances,   or   a
combination  thereof, selected by the Borrower in  accordance
with Sections 2.8 and 2.9.

         2.5.     Commitment  Fee;  Reductions  in  Aggregate
Commitment.  The Borrower agrees to pay to the Administrative
Agent  for the account of each Lender a commitment fee  at  a
per  annum rate equal to the Applicable Fee Rate on the daily
unused  portion  of such Lender's Commitment  from  the  date
hereof  to  and  including  the  Facility  Termination  Date,
payable  on  each Payment Date hereafter and on the  Facility
Termination  Date.  The Borrower may permanently  reduce  the
Aggregate  Commitment in whole, or in part ratably among  the
Lenders  in integral multiples of $10,000,000, upon at  least
three   Business   Days'   prior  written   notice   to   the
Administrative Agent, which notice shall specify  the  amount
of  any such reduction, provided, however, that the amount of
the  Aggregate  Commitment  may  not  be  reduced  below  the
aggregate principal amount of the outstanding Advances.   All
accrued  commitment fees shall be payable  on  the  effective
date of any termination of the obligations of the Lenders  to
make Loans hereunder.

                        Page 10

<PAGE>      

         2.6.     Minimum  Amount  of  Each  Advance.    Each
Eurodollar  Advance  shall  be  in  the  minimum  amount   of
$5,000,000  (and  in  multiples of $1,000,000  if  in  excess
thereof),  and  each Floating Rate Advance shall  be  in  the
minimum  amount of $5,000,000 (and in multiples of $1,000,000
if  in  excess thereof), provided, however, that any Floating
Rate  Advance  may  be in the amount of the unused  Aggregate
Commitment.

       2.7.    Optional Principal Payments.  The Borrower may
from  time  to  time  pay, without penalty  or  premium,  all
outstanding  Floating  Rate  Advances,  or,  in   a   minimum
aggregate  amount of $5,000,000 or any integral  multiple  of
$100,000  in  excess thereof, any portion of the  outstanding
Floating  Rate Advances upon two Business Days' prior  notice
to  the Administrative Agent.  The Borrower may from time  to
time   pay,   subject   to  the  payment   of   any   funding
indemnification amounts required by Section 3.4  but  without
penalty or premium, all outstanding Eurodollar Advances,  or,
in  a  minimum aggregate amount of $5,000,000 or any integral
multiple  of $100,000 in excess thereof, any portion  of  the
outstanding  Eurodollar Advances upon  three  Business  Days'
prior notice to the Administrative Agent.

       2.8.    Method of Selecting Types and Interest Periods
for  New  Advances.  The Borrower shall select  the  Type  of
Advance  and,  in  the case of each Eurodollar  Advance,  the
Interest  Period applicable thereto from time to  time.   The
Borrower  shall  give  the Administrative  Agent  irrevocable
notice  (a  "Borrowing  Notice") not later  than  11:00  a.m.
(Chicago  time) on the Borrowing Date of each  Floating  Rate
Advance  and  not later than 11:00 a.m. (Chicago time)  three
Business  Days before the Borrowing Date for each  Eurodollar
Advance, specifying:

          (i)   the Borrowing Date, which shall be a Business
          Day, of such Advance,

          (ii) the aggregate amount of such Advance,

          (iii)     the Type of Advance selected, and

          (iv)  in  the case of each Eurodollar Advance,  the
          Interest Period applicable thereto.

Not  later  than noon (Chicago time) on each Borrowing  Date,
each  Lender shall make available its Loan or Loans in  funds
immediately available in Chicago to the Administrative  Agent
at  its  address  specified pursuant to  Article  XIII.   The
Administrative Agent will make the funds so received from the
Lenders  available  to  the Borrower  at  the  Administrative
Agent's aforesaid address.

        2.9.     Conversion and Continuation  of  Outstanding
Advances.  Floating Rate Advances shall continue as  Floating
Rate  Advances  unless and until such Floating Rate  Advances
are  converted  into  Eurodollar Advances  pursuant  to  this
Section  2.9  or are repaid in accordance with  Section  2.7.
Each  Eurodollar  Advance  shall  continue  as  a  Eurodollar
Advance until the end of the then applicable Interest  Period
therefor,  at  which time such

                                Page 11

<PAGE>      


Eurodollar Advance shall be automatically converted into a 
Floating Rate Advance  unless (x) such Eurodollar Advance is
or was repaid in  accordance with  Section  2.7 or (y) the 
Borrower shall have  given  the Administrative  Agent  a 
Conversion/Continuation  Notice  (as defined  below) requesting 
that, at the end of such  Interest Period,  such  Eurodollar 
Advance continue  as  a  Eurodollar Advance for the same or 
another Interest Period.  Subject  to the terms of Section 2.6, 
the Borrower may elect from time to time  to  convert all or 
any part of a Floating Rate Advance into a Eurodollar Advance.
The Borrower shall give the Administrative Agent irrevocable notice
(a "Conversion/Continuation Notice") of  each  conversion  of  a
Floating   Rate   Advance  into  a  Eurodollar   Advance   or
continuation  of  a Eurodollar Advance not later  than  10:00
a.m. (Chicago time) at least three Business Days prior to the
date of the requested conversion or continuation, specifying:

     (i)  the requested date, which shall be a Business
          Day, of such conversion or continuation,

    (ii)  the aggregate amount and Type of the  Advance
          which is to be converted or continued, and

   (iii)  the amount of such Advance which is to be
          converted into or continued as a Eurodollar Advance
          and  the duration of the Interest Period applicable
          thereto.

      2.10.     Changes in Interest Rate, etc.  Each Floating
Rate Advance shall bear interest on the outstanding principal
amount thereof, for each day from and including the date such
Advance  is  made  or  is  automatically  converted  from   a
Eurodollar  Advance into a Floating Rate Advance pursuant  to
Section  2.9,  to but excluding the date it  is  paid  or  is
converted  into a Eurodollar Advance pursuant to Section  2.9
hereof,  at a rate per annum equal to the Floating  Rate  for
such day.  Changes in the rate of interest on that portion of
any  Advance maintained as a Floating Rate Advance will  take
effect simultaneously with each change in the Alternate  Base
Rate.   Each  Eurodollar Advance shall bear interest  on  the
outstanding  principal amount thereof from and including  the
first  day of the Interest Period applicable thereto to  (but
not  including) the last day of such Interest Period  at  the
interest  rate  determined  by the  Administrative  Agent  as
applicable  to  such  Eurodollar  Advance  based   upon   the
Borrower's selections under Section 2.8 and 2.9 and otherwise
in  accordance with the terms hereof.  No Interest Period may
end after the Facility Termination Date.

        2.11.        Rates    Applicable    After    Default.
Notwithstanding anything to the contrary contained in Section
2.8  or 2.9, during the continuance of a Default or Unmatured
Default the Required Lenders may, at their option, by  notice
to the Borrower (which notice may be revoked at the option of
the Required Lenders notwithstanding any provision of Section
8.2 requiring unanimous consent of the Lenders to changes  in
interest  rates), declare that no Advance  may  be  made  as,
converted into or continued as a Eurodollar Advance.   During
the  continuance  of a Default the Required Lenders  may,  at
their option, by notice to the Borrower (which notice may  be
revoked at the option of the Required Lenders notwithstanding
any  provision of Section 8.2 requiring unanimous consent  of
the  Lenders to 

                        Page 12

<PAGE>      

changes in interest rates), declare that (i) each Eurodollar 
Advance shall bear interest for the remainder of the applicable
Interest Period at  the  rate  otherwise applicable to such 
Interest Period plus 2% per annum and (ii) each Floating Rate 
Advance shall bear interest at a rate  per annum equal to the 
Floating Rate in effect from time to  time plus 2% per annum, 
provided that, during the continuance of a Default  under  
Section 7.6 or 7.7, the  interest  rates  set forth  in  clauses 
(i) and (ii) above shall be applicable  to all  Advances without 
any election or action on the  part  of the Administrative Agent 
or any Lender. 

      2.12.      Method  of  Payment.  All  payments  of  the
Obligations   hereunder  shall  be  made,   without   setoff,
deduction, or counterclaim, in immediately available funds to
the   Administrative  Agent  at  the  Administrative  Agent's
address  specified pursuant to Article XIII, or at any  other
Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to the Borrower, by  noon
(local  time)  on  the  date when due and  shall  be  applied
ratably by the Administrative Agent among the Lenders.   Each
payment delivered to the Administrative Agent for the account
of   any   Lender   shall  be  delivered  promptly   by   the
Administrative Agent to such Lender in the same type of funds
that   the  Administrative  Agent  received  at  its  address
specified  pursuant  to  Article  XIII  or  at  any   Lending
Installation   specified  in  a  notice   received   by   the
Administrative Agent from such Lender.

      2.13.     Noteless Agreement; Evidence of Indebtedness.
(i)   Each Lender shall maintain in accordance with its usual
practice  an  account or accounts evidencing the indebtedness
of  the Borrower 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 to such Lender  from
time to time hereunder.

      (ii)   The  Administrative Agent  shall  also  maintain
accounts in which it will record (a) the amount of each  Loan
made hereunder, the Type thereof and the Interest Period with
respect  thereto, (b) the amount of any principal or interest
due  and  payable  or  to become due  and  payable  from  the
Borrower to each Lender hereunder and (c) the amount  of  any
sum  received by the Administrative Agent hereunder from  the
Borrower and each Lender's share thereof.

     (iii)  The entries maintained in the accounts maintained
pursuant  to  paragraphs (i) and (ii) above  shall  be  prima
facie   evidence  of  the  existence  and  amounts   of   the
Obligations  therein recorded; provided,  however,  that  the
failure of the Administrative Agent or any Lender to maintain
such  accounts or any error therein shall not in  any  manner
affect   the  obligation  of  the  Borrower  to   repay   the
Obligations in accordance with their terms.

     (iv)  Any Lender may request that its Loans be evidenced
by a promissory note (a "Note").  In such event, the Borrower
shall  prepare,  execute and deliver to such  Lender  a  Note
payable to the order of such Lender in substantially the form
of Exhibit E hereto.  Thereafter, the Loans evidenced by such
Note and interest thereon shall at all times (including after
any  assignment  pursuant to Section 12.3) be represented  by
one  or  more

                        Page 13

<PAGE>      


Notes payable to the order of the payee named therein or any 
assignee pursuant to Section 12.3, except to the extent that  
any such Lender or assignee  subsequently returns any such 
Note for cancellation and requests that such Loans once again 
be evidenced as described in paragraphs (i) and (ii) above.

      2.14.      Telephonic  Notices.   The  Borrower  hereby
authorizes  the  Lenders  and  the  Administrative  Agent  to
extend,  convert or continue Advances, effect  selections  of
Types  of  Advances and to transfer funds based on telephonic
notices  made  by  any person or persons  the  Administrative
Agent  or  any Lender in good faith believes to be acting  on
behalf  of  the  Borrower.  The Borrower  agrees  to  deliver
promptly  to the Administrative Agent a written confirmation,
if such confirmation is requested by the Administrative Agent
or  any  Lender,  of  each telephonic  notice  signed  by  an
Authorized  Officer.  If the written confirmation differs  in
any   material   respect  from  the  action  taken   by   the
Administrative  Agent and the Lenders,  the  records  of  the
Administrative  Agent  and the Lenders  shall  govern  absent
manifest error.

      2.15.      Interest  Payment Dates;  Interest  and  Fee
Basis.  Interest accrued on each Floating Rate Advance  shall
be  payable on each Payment Date, commencing with  the  first
such  date  to  occur after the date hereof and at  maturity.
Interest accrued on each Eurodollar Advance shall be  payable
on  the  last day of its applicable Interest Period,  on  any
date  on which the Eurodollar Advance is prepaid, whether  by
acceleration or otherwise, and at maturity.  Interest accrued
on  each Eurodollar Advance having an Interest Period  longer
than  three months shall also be payable on the last  day  of
each   three-month  interval  during  such  Interest  Period.
Interest  and commitment fees shall be calculated for  actual
days  elapsed on the basis of a 360-day year.  Interest shall
be payable for the day an Advance is made but not for the day
of  any  payment  on the amount paid if payment  is  received
prior  to noon (local time) at the place of payment (it being
understood that the Administrative Agent shall be  deemed  to
have received a payment prior to noon (local time) if (x) the
Borrower  has provided the Administrative Agent with evidence
satisfactory  to the Administrative Agent that  the  Borrower
has  initiated a wire transfer of such payment prior to  such
time  and (y) the Administrative Agent actually receives such
payment  on the same Business Day on which such wire transfer
was  initiated).  If any payment of principal of or  interest
on  an  Advance  shall become due on a day  which  is  not  a
Business  Day,  such  payment  shall  be  made  on  the  next
succeeding  Business  Day and, in the  case  of  a  principal
payment,  such  extension  of  time  shall  be  included   in
computing interest in connection with such payment.

      2.16.      Notification  of Advances,  Interest  Rates,
Prepayments   and  Commitment  Reductions.   Promptly   after
receipt  thereof, the Administrative Agent will  notify  each
Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Conversion/Continuation Notice, and
repayment    notice   received   by   it   hereunder.     The
Administrative Agent will notify each Lender of the  interest
rate  applicable  to  each Eurodollar Advance  promptly  upon
determination of such interest rate and will give each Lender
prompt notice of each change in the Alternate Base Rate.

                        Page 14

<PAGE>      

      2.17.     Lending Installations.  Each Lender may  book
its Loans at any Lending Installation selected by such Lender
and  may  change its Lending Installation from time to  time.
All  terms of this Agreement shall apply to any such  Lending
Installation  and  the Loans and any Notes  issued  hereunder
shall  be deemed held by each Lender for the benefit of  such
Lending Installation.  Each Lender may, by written notice  to
the  Administrative Agent and the Borrower in accordance with
Article  XIII,  designate replacement or  additional  Lending
Installations through which Loans will be made by it and  for
whose account Loan payments are to be made.

      2.18.      Non-Receipt  of Funds by the  Administrative
Agent.  Unless the Borrower or a Lender, as the case may  be,
notifies the Administrative Agent prior to the date on  which
it  is  scheduled to make payment to the Administrative Agent
of  (i)  in the case of a Lender, the proceeds of a  Loan  or
(ii)  in  the  case of the Borrower, a payment of  principal,
interest or fees to the Administrative Agent for the  account
of the Lenders, that it does not intend to make such payment,
the  Administrative Agent may assume that  such  payment  has
been  made.  The Administrative Agent may, but shall  not  be
obligated  to, make the amount of such payment  available  to
the intended recipient in reliance upon such assumption.   If
such  Lender or the Borrower, as the case may be, has not  in
fact  made  such  payment  to the Administrative  Agent,  the
recipient   of   such  payment  shall,  on  demand   by   the
Administrative Agent, repay to the Administrative  Agent  the
amount  so  made available together with interest thereon  in
respect of each day during the period commencing on the  date
such amount was so made available by the Administrative Agent
until  the date the Administrative Agent recovers such amount
at a rate per annum equal to (x) in the case of payment by  a
Lender, the Federal Funds Effective Rate for such day or  (y)
in  the  case  of payment by the Borrower, the interest  rate
applicable to the relevant Loan.

      2.19.   Extension  of Facility Termination  Date.   The
Borrower may request an extension of the Facility Termination
Date  by  submitting  a  request  for  an  extension  to  the
Administrative Agent (an "Extension Request") no more than 60
days  prior to the Facility Termination Date.  The  Extension
Request  must  specify  the  new  Facility  Termination  Date
requested  by  the Borrower and the date (which  must  be  at
least 30 days after the Extension Request is delivered to the
Administrative Agent) as of which the Lenders must respond to
the   Extension  Request  (the  "Response  Date").   The  new
Facility  Termination Date shall be no  more  than  364  days
after the Facility Termination Date in effect at the time the
Extension   Request  is  received,  including  the   Facility
Termination Date as one of the days in the calculation of the
days elapsed.  Promptly upon receipt of an Extension Request,
the  Administrative  Agent shall notify each  Lender  of  the
contents thereof and shall request each Lender to approve the
Extension  Request.   Each  Lender  approving  the  Extension
Request  shall deliver its written consent no later than  the
Response  Date.   If the consent of each of  the  Lenders  is
received   by   the   Administrative  Agent,   the   Facility
Termination  Date  specified in the Extension  Request  shall
become  effective  on the existing Facility Termination  Date
and  the  Administrative  Agent  shall  promptly  notify  the
Borrower  and  each  Lender of the new  Facility  Termination
Date.

                        Page 15

<PAGE>      

                         ARTICLE III

                   YIELD PROTECTION; TAXES


      3.1.     Yield Protection.  If, on or after the date of
this  Agreement, the adoption of any law or any  governmental
or  quasi-governmental rule, regulation, policy, guideline or
directive  (whether or not having the force of law),  or  any
change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or
comparable   agency   charged  with  the  interpretation   or
administration  thereof,  or  compliance  by  any  Lender  or
applicable Lending Installation with any request or directive
(whether  or  not  having  the force  of  law)  of  any  such
authority, central bank or comparable agency:

          (i)   subjects any Lender or any applicable Lending
          Installation to any Taxes, or changes the basis  of
          taxation  of payments (other than with  respect  to
          Excluded  Taxes) to any Lender in  respect  of  its
          Eurodollar Loans, or

          (ii)  imposes or increases or deems applicable  any
          reserve,  assessment,  insurance  charge,   special
          deposit  or similar requirement against assets  of,
          deposits  with  or for the account  of,  or  credit
          extended  by, any Lender or any applicable  Lending
          Installation  (other than reserves and  assessments
          taken into account in determining the interest rate
          applicable to Eurodollar Advances), or

          (iii)     imposes any other condition the result of
          which is to increase the cost to any Lender or  any
          applicable Lending Installation of making,  funding
          or  maintaining its Eurodollar Loans or reduces any
          amount  receivable by any Lender or any  applicable
          Lending   Installation  in  connection   with   its
          Eurodollar  Loans, or requires any  Lender  or  any
          applicable Lending Installation to make any payment
          calculated by reference to the amount of Eurodollar
          Loans held or interest received by it, by an amount
          deemed material by such Lender,

and  the  result of any of the foregoing is to  increase  the
cost  to  such  Lender or applicable Lending Installation  of
making  or maintaining its Eurodollar Loans or Commitment  or
to  reduce  the return received by such Lender or  applicable
Lending Installation in connection with such Eurodollar Loans
or Commitment, then, within 15 days of demand by such Lender,
the Borrower shall pay such Lender such additional amount  or
amounts  as  will compensate such Lender for  such  increased
cost or reduction in amount received.

      3.2.     Changes in Capital Adequacy Regulations.  If a
Lender  determines the amount of capital required or expected
to  be maintained by such Lender, any Lending Installation of
such  Lender  or any corporation controlling such  Lender  is
increased  as a result of a Change, then, within 15  days  of
demand by such Lender, the Borrower shall pay such Lender the
amount necessary to compensate for any shortfall in the  rate
of return on the portion of such increased capital which such
Lender determines is attributable to this Agreement, its Loans 

                        Page 16

<PAGE>      


or its Commitment to make Loans hereunder (after taking
into  account such Lender's policies as to capital adequacy).
"Change"  means  (i)  any  change  after  the  date  of  this
Agreement  in the Risk-Based Capital Guidelines or  (ii)  any
adoption  of  or  change in any other  law,  governmental  or
quasi-governmental   rule,  regulation,  policy,   guideline,
interpretation, or directive (whether or not having the force
of  law)  after the date of this Agreement which affects  the
amount  of  capital required or expected to be maintained  by
any  Lender  or  any Lending Installation or any  corporation
controlling  any  Lender.   "Risk-Based  Capital  Guidelines"
means (i) the risk-based capital guidelines in effect in  the
United  States  on  the  date  of this  Agreement,  including
transition   rules,   and  (ii)  the  corresponding   capital
regulations promulgated by regulatory authorities outside the
United States implementing the July 1988 report of the  Basle
Committee  on  Banking  Regulation and Supervisory  Practices
Entitled  "International Convergence of Capital  Measurements
and  Capital Standards," including transition rules, and  any
amendments to such regulations adopted prior to the  date  of
this Agreement.

      3.3.     Availability of Types of Advances.  If (i) any
Lender determines that maintenance of its Eurodollar Loans at
a  suitable Lending Installation would violate any applicable
law,  rule,  regulation, or directive, whether or not  having
the force of law, or (ii) the Required Lenders determine that
(a) deposits of a type and maturity appropriate to match fund
Eurodollar  Advances are not available or  (b)  the  interest
rate  applicable  to  a Type of Advance does  not  accurately
reflect the cost of making or maintaining such Advance,  then
the  Administrative Agent shall suspend the  availability  of
the  affected Type of Advance and, in the case of clause (i),
require  any  affected Eurodollar Advances to  be  repaid  or
converted  to Floating Rate Advances, subject to the  payment
of  any  funding indemnification amounts required by  Section
3.4.

       3.4.     Funding Indemnification.  If any payment of a
Eurodollar Advance occurs on a date which is not the last day
of   the  applicable  Interest  Period,  whether  because  of
acceleration,  prepayment  or  otherwise,  or  a   Eurodollar
Advance is not made on the date specified by the Borrower for
any  reason  other than default by the Lenders, the  Borrower
will  indemnify each Lender for any loss or cost incurred  by
it  resulting  therefrom, including, without limitation,  any
loss or cost in liquidating or employing deposits acquired to
fund or maintain such Eurodollar Advance.

     3.5. Taxes.  (i)  All payments by the Borrower to or for
the  account  of  any  Lender  or  the  Administrative  Agent
hereunder or under any Note shall be made free and  clear  of
and without deduction for any and all Taxes.  If the Borrower
shall  be  required by law to deduct any  Taxes  from  or  in
respect  of  any sum payable hereunder to any Lender  or  the
Administrative Agent, (a) the sum payable shall be  increased
as  necessary  so  that after making all required  deductions
(including  deductions applicable to additional sums  payable
under  this  Section  3.5) such Lender or the  Administrative
Agent  (as the case may be) receives an amount equal  to  the
sum  it would have received had no such deductions been made,
(b) the Borrower shall make such deductions, (c) the Borrower
shall  pay the full amount deducted to the relevant authority
in  accordance with applicable law and (d) the 

                                Page 17

<PAGE>      

Borrower shall furnish to the Administrative Agent the original 
copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

     (ii)  In addition, the Borrower hereby agrees to pay any
present  or future stamp or documentary taxes and  any  other
excise  or  property taxes, charges or similar  levies  which
arise  from any payment made hereunder or under any  Note  or
from  the execution or delivery of, or otherwise with respect
to, this Agreement or any Note ("Other Taxes").

      (iii)   The  Borrower hereby agrees  to  indemnify  the
Administrative Agent and each Lender for the full  amount  of
Taxes  or  Other  Taxes (including, without  limitation,  any
Taxes  or  Other Taxes imposed on amounts payable under  this
Section 3.5) paid by the Administrative Agent or such  Lender
and   any   liability  (including  penalties,  interest   and
expenses)   arising  therefrom  or  with   respect   thereto.
Payments due under this indemnification shall be made  within
30  days of the date the Administrative Agent or such  Lender
makes demand therefor pursuant to Section 3.6.

      (iv)   Each Lender that is not incorporated  under  the
laws of the United States of America or a state thereof (each
a  "Non-U.S. Lender") agrees that it will, not less than  ten
Business  Days after the date of this Agreement, (i)  deliver
to each of the Borrower and the Administrative Agent two duly
completed  copies of United States Internal  Revenue  Service
Form 1001 or 4224, certifying in either case that such Lender
is  entitled to receive payments under this Agreement without
deduction or withholding of any United States federal  income
taxes,  and  (ii)  deliver to each of the  Borrower  and  the
Administrative Agent a United States Internal Revenue Form W-
8 or W-9, as the case may be, and certify that it is entitled
to  an  exemption from United States backup withholding  tax.
Each Non-U.S. Lender further undertakes to deliver to each of
the  Borrower  and the Administrative Agent (x)  renewals  or
additional copies of such form (or any successor form) on  or
before  the date that such form expires or becomes  obsolete,
and  (y) after the occurrence of any event requiring a change
in  the most recent forms so delivered by it, such additional
forms or amendments thereto as may be reasonably requested by
the  Borrower  or  the Administrative Agent.   All  forms  or
amendments described in the preceding sentence shall  certify
that  such Lender is entitled to receive payments under  this
Agreement  without  deduction or withholding  of  any  United
States  federal  income  taxes, unless  an  event  (including
without  limitation any change in treaty, law or  regulation)
has  occurred  prior to the date on which any  such  delivery
would  otherwise  be required which renders  all  such  forms
inapplicable  or  which would prevent such Lender  from  duly
completing  and  delivering any such form or  amendment  with
respect  to it and such Lender advises the Borrower  and  the
Administrative  Agent  that it is not  capable  of  receiving
payments  without  any  deduction or  withholding  of  United
States federal income tax.

      (v)  For any period during which a Non-U.S. Lender  has
failed  to  provide  the Borrower with  an  appropriate  form
pursuant to clause (iv), above (unless such failure is due to
a  change in treaty, law or regulation, or any change in  the
interpretation or administration thereof by any  governmental
authority, occurring subsequent to the date on which  a  form

                        Page 18

<PAGE>      

originally was required to be provided), such Non-U.S. Lender
shall  not be entitled to indemnification under this  Section
3.5  with  respect  to Taxes imposed by  the  United  States;
provided  that, should a Non-U.S. Lender which  is  otherwise
exempt  from or subject to a reduced rate of withholding  tax
become  subject to Taxes because of its failure to deliver  a
form  required  under clause (iv), above, the Borrower  shall
take  such  steps  as such Non-U.S. Lender  shall  reasonably
request to assist such Non-U.S. Lender to recover such Taxes.

      (vi)  Any Lender that is entitled to an exemption  from
or  reduction  of  withholding tax with respect  to  payments
under  this Agreement or any Note pursuant to the law of  any
relevant  jurisdiction or any treaty  shall  deliver  to  the
Borrower  (with a copy to the Administrative Agent),  at  the
time  or  times  prescribed by applicable law, such  properly
completed and executed documentation prescribed by applicable
law   as  will  permit  such  payments  to  be  made  without
withholding or at a reduced rate.

       3.6.     Lender Statements; Survival of Indemnity.  To
the  extent reasonably possible and upon the request  of  the
Borrower,  each  Lender shall designate an alternate  Lending
Installation with respect to its Eurodollar Loans  to  reduce
any  liability of the Borrower to such Lender under  Sections
3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar
Advances  under  Section 3.3, so long as such designation  is
not,  in the judgment of such Lender, disadvantageous to such
Lender.   Each  Lender shall deliver a written  statement  of
such   Lender   to  the  Borrower  (with  a   copy   to   the
Administrative  Agent) as to the amount due,  if  any,  under
Section  3.1, 3.2, 3.4 or 3.5.  Such written statement  shall
set  forth  in reasonable detail the calculations upon  which
such  Lender  determined  such amount  and  shall  be  final,
conclusive  and  binding on the Borrower in  the  absence  of
manifest error.  Determination of amounts payable under  such
Sections  in  connection  with a  Eurodollar  Loan  shall  be
calculated  as though each Lender funded its Eurodollar  Loan
through  the  purchase of a deposit of the type and  maturity
corresponding  to  the  deposit  used  as  a   reference   in
determining  the  Eurodollar Rate applicable  to  such  Loan,
whether  in  fact that is the case or not.  Unless  otherwise
provided   herein,  the  amount  specified  in  the   written
statement  of  any Lender shall be payable  on  demand  after
receipt  by  the  Borrower of such  written  statement.   The
obligations of the Borrower under Sections 3.1, 3.2, 3.4  and
3.5  shall survive payment of the Obligations and termination
of this Agreement.


                         ARTICLE IV

                    CONDITIONS PRECEDENT


        4.1.     Initial Advance.  The Lenders shall  not  be
required  to  make the initial Advance hereunder  unless  the
Borrower  has  furnished  to  the Administrative  Agent  with
sufficient copies for the Lenders:

                                Page 19

<PAGE>      

    (i)   Copies  of  the  articles or  certificate  of
          incorporation  of the Borrower, together  with  all
          amendments,  and  a certificate of  good  standing,
          each  certified  by  the  appropriate  governmental
          officer in its jurisdiction of incorporation.

   (ii)   Copies,   certified  by  the  Secretary   or
          Assistant Secretary of the Borrower, of its by-laws
          and  of its Board of Directors' resolutions and  of
          resolutions   or   actions  of   any   other   body
          authorizing the execution of the Loan Documents  to
          which the Borrower is a party.

  (iii)   An  incumbency certificate, executed  by
          the   Secretary  or  Assistant  Secretary  of   the
          Borrower,  which shall identify by name  and  title
          and  bear the signatures of the Authorized Officers
          and  any  other officers of the Borrower authorized
          to sign the Loan Documents to which the Borrower is
          a  party, upon which certificate the Administrative
          Agent  and  the Lenders shall be entitled  to  rely
          until  informed  of any change in  writing  by  the
          Borrower.

   (iv)   A  certificate, signed by the chief financial
          officer  of  the  Borrower,  stating  that  on  the
          initial  Borrowing  Date no  Default  or  Unmatured
          Default has occurred and is continuing.

    (v)   A  written opinion of the Borrower's counsel,
          addressed to the Lenders in substantially the  form
          of Exhibit A.

   (vi)   Any  Notes requested by a Lender pursuant  to
          Section  2.13  payable to the order  of  each  such
          requesting Lender.

  (vii)   A  certified  copy  of  the  FERC  Order
          authorizing  the Borrower to incur the Indebtedness
          contemplated by the Loan Documents.

 (viii)   Written money transfer instructions,  in
          substantially the form of Exhibit D,  addressed  to
          the   Administrative  Agent  and   signed   by   an
          Authorized   Officer,  together  with  such   other
          related  money  transfer  authorizations   as   the
          Administrative Agent may have reasonably requested.

    (ix)  Copies of the Bond Documents, certified by the
          Secretary   or  an  Assistant  Secretary   of   the
          Borrower.

     (x)  Such  other documents as any  Lender  or  its
          counsel may have reasonably requested.

       4.2.      Each  Advance.   The Lenders  shall  not  be
required  to  make any Advance (other than an  Advance  that,
after  giving  effect thereto and to the application  of  the
proceeds  thereof, does not increase the aggregate amount  of
outstanding  Advances),  unless on the  applicable  Borrowing
Date:

                                Page 20
<PAGE>      


     (i)  There exists no Default or Unmatured Default.

    (ii)  The  representations and warranties contained
          in  Article  V  are  true and correct  as  of  such
          Borrowing  Date  except  to  the  extent  any  such
          representation  or  warranty is  stated  to  relate
          solely  to  an  earlier date, in  which  case  such
          representation or warranty shall have been true and
          correct on and as of such earlier date.

   (iii)  The FERC Order shall not have expired  or
          been revoked and shall permit the Borrower to incur
          the  Indebtedness evidenced by such  Advance.   The
          Borrower   shall,   upon   request,   provide   the
          Administrative Agent with evidence satisfactory  to
          the  Administrative Agent that, after giving effect
          to such Advance, the aggregate amount of short-term
          debt instruments issued by the Borrower in reliance
          upon  the  FERC Order shall not exceed the  maximum
          amount  of  Indebtedness  authorized  by  the  FERC
          Order.

      Each Borrowing Notice with respect to each such Advance
shall  constitute  a  representation  and  warranty  by   the
Borrower that the conditions contained in Sections 4.2(i) and
(ii)  have  been  satisfied.  Any Lender may require  a  duly
completed compliance certificate in substantially the form of
Exhibit B as a condition to making an Advance.


                          ARTICLE V

               REPRESENTATIONS AND WARRANTIES


      The  Borrower  represents and warrants to  the  Lenders
that:

       5.1.     Existence and Standing.  Each of the Borrower
and  its  Subsidiaries is a corporation, partnership (in  the
case  of Subsidiaries only) or limited liability company duly
and  properly incorporated or organized, as the case may  be,
validly  existing and (to the extent such concept applies  to
such  entity)  in  good  standing  under  the  laws  of   its
jurisdiction  of incorporation or organization  and  has  all
requisite   authority  to  conduct  its  business   in   each
jurisdiction in which its business is conducted.

       5.2.     Authorization and Validity.  The Borrower has
the  power  and  authority and legal  right  to  execute  and
deliver  the  Loan Documents and to perform  its  obligations
thereunder.   The execution and delivery by the  Borrower  of
the  Loan  Documents and the performance of  its  obligations
thereunder  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  or
similar  laws affecting the enforcement of creditors'  rights
generally.

                                Page 21

<PAGE>      


       5.3.     No Conflict; Government Consent.  Neither the
execution and delivery by the Borrower of the Loan Documents,
nor    the   consummation   of   the   transactions   therein
contemplated, nor compliance with the provisions thereof will
violate (i) any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on the Borrower  or  (ii)
the  Borrower's  articles or certificate of incorporation  or
by-laws  or (iii) the provisions of any indenture, instrument
or  agreement to which the Borrower is a party or is subject,
or  by which it, or its Property, is bound, or conflict  with
or constitute a default thereunder, or result in, or require,
the  creation  or imposition of any Lien in,  of  or  on  the
Property  of the Borrower pursuant to the terms of  any  such
indenture,  instrument  or  agreement.   No  order,  consent,
adjudication, approval, license, authorization, or validation
of,  or  filing, recording or registration with, or exemption
by,  or other action in respect of any governmental or public
body or authority (including without limitation the FERC), or
any  subdivision thereof, which has not been obtained by  the
Borrower,  is  required to be obtained  by  the  Borrower  in
connection  with  the  execution and  delivery  of  the  Loan
Documents,  the borrowings under this Agreement, the  payment
and  performance  by the Borrower of the Obligations  or  the
legality, validity, binding effect or enforceability  of  any
of the Loan Documents.

       5.4.     Financial Statements.  The December 31,  1997
consolidated  financial statements of the  Borrower  and  its
Subsidiaries   heretofore  delivered  to  the  Lenders   were
prepared  in  accordance  with GAAP and  fairly  present  the
consolidated  financial  condition  and  operations  of   the
Borrower   and  its  Subsidiaries  at  such  date   and   the
consolidated results of their operations for the period  then
ended.

      5.5.     Material Adverse Change.  Since March 31, 1998
there   has   been  no  change  in  the  business,  Property,
prospects,  condition (financial or otherwise) or results  of
operations  of the Borrower and its Subsidiaries which  could
reasonably be expected to have a Material Adverse Effect.

      5.6.     Taxes.  The Borrower and its 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   of   its
Subsidiaries,  except  such  taxes,  if  any,  as  are  being
contested  in  good  faith and as to which adequate  reserves
have been provided in accordance with GAAP and as to which no
Lien  exists.   The United States income tax returns  of  the
Borrower  and  its  Subsidiaries have  been  audited  by  the
Internal  Revenue  Service  through  the  fiscal  year  ended
December  31,  1990.  No tax liens have  been  filed  and  no
material  claims are being asserted with respect to any  such
taxes.   The charges, accruals and reserves on the  books  of
the Borrower and its Subsidiaries in respect of any taxes  or
other governmental charges are adequate.

      5.7.     Litigation and Contingent Obligations.  Except
as  set forth in the Borrower's `34 Act Reports, 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 of its Subsidiaries which could reasonably be expected
to  have a Material Adverse Effect or which seeks to prevent,
enjoin  or  delay the making of any Loans.

                                Page 22

<PAGE>      

Other than any liability incident to any litigation, arbitration
or proceeding which could not reasonably be expected to  have  a
Material   Adverse  Effect,  the  Borrower  has  no  material
contingent obligations not provided for or disclosed  in  the
financial statements referred to in Section 5.4.

       5.8.     ERISA.  The Borrower and each other member of
the  Controlled Group has fulfilled its obligations under the
minimum  funding standards of ERISA and the Code with respect
to  each  Plan and is in compliance in all material  respects
with  the  presently applicable provisions of ERISA  and  the
Code with respect to each Plan.  Neither the Borrower nor any
other  member of the Controlled Group has (i) sought a waiver
of the minimum funding standard under Section 412 of the Code
in  respect of any Plan, (ii) failed to make any contribution
or  payment  to any Plan or Multiemployer Plan, or  made  any
amendment  to any Plan which has resulted or could result  in
the  imposition of a Lien or the posting of a bond  or  other
security  under  ERISA  or the Code  or  (iii)  incurred  any
liability  under Title IV of ERISA other than a liability  to
the PBGC for premiums under Section 4007 of ERISA.

      5.9.  Accuracy of Information.  No information, exhibit
or   report  furnished  by  the  Borrower  or  any   of   its
Subsidiaries to the Administrative Agent or to any Lender  in
connection with the negotiation of, or compliance  with,  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.

      5.10.      Regulation U.  Margin stock (as  defined  in
Regulation U) constitutes less than 25% of the value of those
assets of the Borrower and its Subsidiaries which are subject
to  any  limitation  on  sale, pledge  or  other  restriction
hereunder.

     5.11.     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  which
is  reasonably  likely  to  have a Material  Adverse  Effect.
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   any
agreement  to  which  it  is  a party,  which  default  could
reasonably be expected to have a Material Adverse Effect.

      5.12.      Compliance With Laws.  The Borrower and  its
Subsidiaries  have  complied 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
Property  except for any failure to comply with  any  of  the
foregoing  which could not reasonably be expected to  have  a
Material Adverse Effect.

      5.13.     Ownership of Properties.  Except as set forth
on  Schedule  1, on the date of this Agreement, the  Borrower
and  its Significant Subsidiaries will have good title,  free
of  all Liens other than those permitted by Section 6.11,  to
all  of  the  Property and assets reflected

                        Page 23

<PAGE>      


in the Borrower's most recent consolidated financial statements
provided to the Administrative Agent as owned by the Borrower
and its Subsidiaries.

       5.14.   Plan  Assets;  Prohibited  Transactions.   The
Borrower is not an entity deemed to hold "plan assets" within
the  meaning of 29 C.F.R.  2510.3-101 of an employee  benefit
plan  (as defined in Section 3(3) of ERISA) which is  subject
to  Title  I  of  ERISA or any plan (within  the  meaning  of
Section 4975 of the Code), and neither the execution of  this
Agreement nor the making of Loans hereunder gives rise  to  a
prohibited transaction within the meaning of Section  406  of
ERISA or Section 4975 of the Code.

     5.15.     Environmental Matters.  Except as set forth in
the  Borrower's  '34  Act Reports, there  are  no  risks  and
liabilities  accruing  to the Borrower due  to  Environmental
Laws  that  could reasonably be expected to have  a  Material
Adverse Effect.

      5.16.     Investment Company Act.  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.

      5.17.      Public  Utility Holding  Company  Act.   The
Borrower  is  a  public  utility.  Neither  Borrower  or  any
Subsidiary is a "holding company," 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 PUHCA.

      5.18.  Pari Passu Indebtedness.  The Indebtedness under
the  Loan Documents ranks at least pari passu with all  other
unsecured Indebtedness of the Borrower.

       5.19   Year  2000  Problem.   The  Borrower  and   its
Subsidiaries  (a)  have  reviewed  the  areas  within   their
business and operations which could be adversely affected by,
and have developed or are developing a program to address  on
a  timely  basis,  the Year 2000 Problem and  (b)  have  made
appropriate inquiries as to the effect the Year 2000  Problem
will  have on their material suppliers and customers.   Based
on   such   review,  program  and  inquiries,  the   Borrower
reasonably  believes that the "Year 2000  Problem"  will  not
have a Material Adverse Effect.


                         ARTICLE VI

                          COVENANTS


      During  the term of this Agreement, unless the Required
Lenders shall otherwise consent in writing:

                        Page 24

<PAGE>      

        6.1.      Financial  Reporting.   The  Borrower  will
maintain,  for  itself  and  each  Subsidiary,  a  system  of
accounting  established and administered in  accordance  with
generally accepted accounting principles, and furnish to  the
Lenders:

    (i)   Within 90 days after the close of each of its
          fiscal years, an unqualified audit report certified
          by  Coopers  & Lybrand or other firm of independent
          certified  public accountants which is a member  of
          the "Big Four," prepared in accordance with GAAP on
          a   consolidated   basis   for   itself   and   its
          Subsidiaries, including balance sheets  as  of  the
          end  of  such  period  and  related  statements  of
          income,   retained   earnings   and   cash   flows,
          accompanied  by (a) any management letter  prepared
          by  said accountants, and (b) a certificate of said
          accountants   that,   in  the   course   of   their
          examination necessary for their audit report,  they
          have  obtained  no  knowledge  of  any  Default  or
          Unmatured  Default, or if, in the opinion  of  such
          accountants, any Default or Unmatured Default shall
          exist, stating the nature and status thereof.

    (ii)  Within 45 days after the close of  the  first
          three  quarterly  periods of  each  of  its  fiscal
          years, for itself and its Subsidiaries, either  (i)
          consolidated  and  consolidating unaudited  balance
          sheets  as  at  the close of each such  period  and
          consolidated and consolidating profit and loss  and
          reconciliation   of  surplus   statements   and   a
          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  or  (ii)  if  the  Borrower  is   then   a
          "registrant"  within the meaning of  Rule  1-01  of
          Regulation  S-X  of  the  Securities  and  Exchange
          Commission and required to file a report on Form 10-
          Q  with  the Securities and Exchange Commission,  a
          copy of the Borrower's report on Form 10-Q for such
          quarterly period.

   (iii)  Together  with the financial  statements
          required   under  Sections  6.1(i)  and   (ii),   a
          compliance certificate in substantially the form of
          Exhibit  B  signed by its chief accounting  officer
          stating   that  no  Default  or  Unmatured  Default
          exists,  or  if  any  Default or Unmatured  Default
          exists, stating the nature and status thereof.

    (iv)  As soon as possible and in any event within 10
          days  after  the Borrower knows that any Reportable
          Event  has  occurred with respect to  any  Plan,  a
          statement, signed by the chief financial officer of
          the  Borrower, describing said Reportable Event and
          the action which the Borrower proposes to take with
          respect thereto.

     (v)  Promptly upon the furnishing thereof  to  the
          shareholders  of  the  Borrower,  copies   of   all
          financial  statements, reports and proxy statements
          so furnished.

                                Page 25

<PAGE>      

    (vi)  Promptly upon the filing thereof,  copies  of
          all  registration statements and annual, quarterly,
          monthly or other regular reports which the Borrower
          files with the Securities and Exchange Commission.

   (vii)  Promptly  upon  the  request   of   the
          Administrative  Agent or any Lender,  such  updated
          information  or documentation as may  be  requested
          from  time  to  time regarding the efforts  of  the
          Borrower   and  its  Significant  Subsidiaries   to
          address the Year 2000 Problem.

    (ix)  Such    other    information    (including
          non-financial  information) as  the  Administrative
          Agent   or  any  Lender  may  from  time  to   time
          reasonably request.

       6.2.      Use of Proceeds.  The Borrower will use  the
proceeds of the Advances to provide liquidity support for the
remarketing  of  the  Borrower's  $106,500,000  Environmental
Improvement  Revenue  Refunding Bonds (Kansas  City  Power  &
Light  Company  Project)  Series  1998-A  and  Series  1998-B
(collectively,   the  "Bonds"),  and  to  repay   outstanding
Advances.   The Borrower will not use any of the proceeds  of
the  Advances  to  purchase or carry any "margin  stock"  (as
defined in Regulation U).

       6.3.      Notice of Default.  The Borrower  will,  and
will  cause each Subsidiary to, give prompt notice in writing
to  the Lenders of the occurrence of any Default or Unmatured
Default and of any other development, financial or otherwise,
which could reasonably be expected to have a Material Adverse
Effect.

       6.4.     Conduct of Business.  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 do all things necessary  to  remain
duly incorporated or organized, validly existing and (to  the
extent  such concept applies to such entity) in good standing
as  a  domestic corporation, partnership or limited liability
company in its jurisdiction of incorporation or organization,
as  the case may be, and maintain all requisite authority  to
conduct  its  business  in  each jurisdiction  in  which  its
business is conducted.

      6.5.     Taxes.  The Borrower will, and will cause each
Significant Subsidiary to, timely file United States  federal
and  applicable foreign, state and local tax returns required
by   law  and  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  in  accordance
with GAAP.

       6.6.     Insurance.  The Borrower will, and will cause
each  Significant  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 

                                Page 26

<PAGE>      


practice, and the Borrower will furnish to any Lender upon 
request full information as to the insurance carried.

       6.7.     Compliance with Laws.  The Borrower will, and
will  cause each Significant Subsidiary to, comply  with  all
laws,   rules,   regulations,   orders,   writs,   judgments,
injunctions,  decrees or awards to which it  may  be  subject
including, without limitation, all Environmental Laws.

      6.8.     Maintenance of Properties.  The Borrower will,
and  will cause each Significant Subsidiary to, do all things
necessary  to  maintain,  preserve,  protect  and  keep   its
Property  in  good repair, working order and  condition,  and
make   all   necessary  and  proper  repairs,  renewals   and
replacements  so that its business carried on  in  connection
therewith may be properly conducted at all times.

      6.9.     Inspection.  The Borrower will, and will cause
each  Subsidiary to, permit the Administrative Agent and  the
Lenders,  by their respective representatives and agents,  to
inspect  any of the Property, books and financial records  of
the  Borrower and each Subsidiary, to examine and make copies
of  the books of accounts and other financial records of  the
Borrower  and  each Subsidiary, and to discuss  the  affairs,
finances  and  accounts of the Borrower and  each  Subsidiary
with,  and  to be advised as to the same by, their respective
officers  at  such  reasonable times  and  intervals  as  the
Administrative Agent or any Lender may designate.  After  the
occurrence and during the continuance of a Default, any  such
inspection shall be at the Borrower's expense; at  all  other
times,  the Borrower shall not be liable to pay the  expenses
of  the Administrative Agent or any Lender in connection with
such inspections.

      6.10.      Consolidations, Mergers and Sale of  Assets.
The  Borrower  will not, nor will it permit  any  Significant
Subsidiary to, sell, lease, transfer, or otherwise dispose of
all  or  substantially all of its assets (whether by a single
transaction  or a number of related transactions and  whether
at  one time or over a period of time) or consolidate with or
merge into any Person or permit any Person to merge into  it,
except

    (i)   A Wholly-Owned Subsidiary may be merged  into
          the Borrower.

   (ii)   The Borrower may sell all or substantially all
          of  its  assets  to, or consolidate with  or  merge
          into,  any  other  corporation, or  permit  another
          corporation  to  merge into it; provided,  however,
          that   (a)  the  surviving  corporation,  if   such
          surviving corporation is not the Borrower,  or  the
          transferee corporation in the case of a sale of all
          or  substantially all of the Borrower's assets  (1)
          shall be a corporation organized and existing under
          the laws of the United States of America or a state
          thereof or the District of Columbia, and (2)  shall
          expressly  assume in writing the due  and  punctual
          payment of the Obligations and the due and punctual
          performance of and compliance with all of the terms
          of   this  Credit  Agreement  and  the  other  Loan
          Documents to be performed or complied 
          
                                Page 27

<PAGE>      

          with by the Borrower, (b) immediately before and  
          after such merger, consolidation or sale, there 
          shall not exist any Default or Unmatured Default and 
          (c) the surviving corporation of such merger or
          consolidation, or the transferee corporation of the
          assets  of  the Borrower, as applicable, has,  both
          immediately   before   and   after   such   merger,
          consolidation or sale, a Moody's Rating of Baa3  or
          better or an S&P Rating of BBB - or better.

  (iii)   The   Western   Merger   Transactions;
          provided,   however,   that   (a)   the   surviving
          corporation   of   any  merger   or   consolidation
          involving the Borrower that is contemplated by  the
          Western  Merger  Transactions,  if  such  surviving
          corporation is not the Borrower, or the  transferee
          corporation  in  the  case of  a  sale  of  all  or
          substantially  all  of  the Borrower's  assets  (1)
          shall be a corporation organized and existing under
          the laws of the United States of America or a state
          thereof or the District of Columbia, and (2)  shall
          expressly  assume in writing the due  and  punctual
          payment of the Obligations and the due and punctual
          performance of and compliance with all of the terms
          of   this  Credit  Agreement  and  the  other  Loan
          Documents to be performed or complied with  by  the
          Borrower,  (b)  immediately before and  after  such
          merger,  consolidation  or sale,  there  shall  not
          exist any Default or Unmatured Default and (c)  the
          surviving    corporation   of   such   merger    or
          consolidation,  or  the transferee  corporation  of
          such  assists of the Borrower, as applicable,  has,
          both immediately before and after giving effect  to
          such  merger,  consolidation  or  sale,  a  Moody's
          Rating of Baa3 or better or an S&P Rating of BBB  -
          or better.

      6.11.      Liens.  The Borrower will not, nor  will  it
permit  any  Significant Subsidiary  to,  create,  incur,  or
suffer  to  exist any Lien in, of or on the Property  of  the
Borrower or any of its Significant Subsidiaries, except:

     (i)  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 and  for
          which  adequate  reserves in accordance  with  GAAP
          shall have been set aside on its books.

     (ii) Liens  imposed  by law,  such  as  carriers',
          warehousemen's  and  mechanics'  liens  and   other
          similar  liens  arising in the ordinary  course  of
          business  which  secure payment of obligations  not
          more  than  60  days past due or  which  are  being
          contested  in good faith by appropriate proceedings
          and for which adequate reserves shall have been set
          aside on its books.

   (iii)  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.

                                Page 28

<PAGE>

    (iv)  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
          which  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  its
          Subsidiaries.

     (v)  The Lien of the General Mortgage Indenture and
          Deed  of  Trust  dated December 1, 1986,  from  the
          Borrower to UMB, N.A.

    (vi)  Liens  existing  on  the  date  hereof   and
          described in Schedule 1.

   (vii)  Judgment Liens which secure  payment  of
          legal  obligations  that  would  not  constitute  a
          Default under Section 7.9.

  (viii)  Liens  on  Property  acquired  by   the
          Borrower or a Significant Subsidiary after the date
          hereof,  existing on such Property at the  time  of
          acquisition   thereof   (and   not    created    in
          anticipation thereof), provided that  in  any  such
          case  no  such  Lien shall extend to or  cover  any
          other  Property of the Borrower or such Significant
          Subsidiary, as the case may be.

    (ix)  Deposits to secure the performance  of  bids,
          trade  contracts  (other than for borrowed  money),
          leases,  statutory obligations, surety  and  appeal
          bonds, performance bonds and other obligations of a
          like  nature  incurred in the  ordinary  course  of
          business   by   the  Borrower  or  any  Significant
          Subsidiary.

     (x)  Liens  which would otherwise not be permitted
          by  clauses  (i)  through (ix) securing  additional
          Indebtedness  of  the  Borrower  or  a  Significant
          Subsidiary,  provided  that  after  giving   effect
          thereto  the aggregate unpaid principal  amount  of
          Indebtedness   (including,   without    limitation,
          Capitalized Lease Obligations) of the Borrower  and
          its  Significant Subsidiaries (including prepayment
          premiums  and  penalties)  secured  by  such  Liens
          permitted  by  this  clause (x)  shall  not  exceed
          $50,000,000.

      6.12.  Affiliates.  The Borrower will not, and will not
permit   any   Subsidiary  to,  enter  into  any  transaction
(including, without limitation, the purchase or sale  of  any
Property  or  service) with, or make any payment or  transfer
to,  any  Affiliate except in the ordinary course of business
and pursuant to the reasonable requirements of the Borrower's
or  such  Subsidiary's business and upon fair and  reasonable
terms  no  less favorable to the Borrower or such  Subsidiary
than  the  Borrower  or such Subsidiary  would  obtain  in  a
comparable arms-length transaction.

                                Page 29
<PAGE>      


                         ARTICLE VII

                          DEFAULTS


      The  occurrence  of any one or more  of  the  following
events shall constitute a Default:

       7.1.     Any representation or warranty made or deemed
made  by or on behalf of the Borrower to the Lenders  or  the
Administrative  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.

       7.2.     Nonpayment of principal of any Loan when due,
or  nonpayment of interest upon any Loan or of any commitment
fee  or  other  obligations under any of the  Loan  Documents
within five days after the same becomes due.

      7.3.     The breach by the Borrower of any of the terms
or provisions of Section 6.2, 6.10, 6.11 or 6.12.

       7.4.      The  breach by the Borrower  (other  than  a
breach  which constitutes a Default under another Section  of
this  Article VII) of any of the terms or provisions of  this
Agreement  which  is  not  remedied within  five  days  after
written notice from the Administrative Agent or any Lender.

       7.5.      Failure  of  the  Borrower  or  any  of  its
Significant  Subsidiaries to pay when  due  any  Indebtedness
aggregating    in    excess    of   $15,000,000    ("Material
Indebtedness"); or the default by the Borrower or any of  its
Significant  Subsidiaries  in the performance  of  any  term,
provision or condition contained in any agreement under which
any such Material Indebtedness was created or is governed, or
any other event shall occur or condition exist, the effect of
which  default or event is to cause, or to permit the  holder
or  holders  of  such Material Indebtedness  to  cause,  such
Material  Indebtedness  to become due  prior  to  its  stated
maturity; or any Material Indebtedness of the Borrower or any
of  its Significant Subsidiaries shall be declared to be  due
and  payable or required to be prepaid or repurchased  (other
than  by  a regularly scheduled payment) prior to the  stated
maturity  thereof; or the Borrower or any of its Subsidiaries
shall not pay, or admit in writing its inability to pay,  its
debts generally as they become due.

       7.6.      The  Borrower  or  any  of  its  Significant
Subsidiaries shall (i) have an order for relief entered  with
respect  to it under the Federal bankruptcy laws  as  now  or
hereafter in effect, (ii) make an assignment for the  benefit
of creditors, (iii) 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  Portion  of  its Property,  (iv)  institute  any
proceeding  seeking  an order for relief  under  the  Federal
bankruptcy  laws as now or hereafter in effect or 

                                Page 30

<PAGE>      


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, (v) take any corporate  or
partnership  action  to  authorize  or  effect  any  of   the
foregoing actions set forth in this Section 7.6 or (vi)  fail
to  contest  in  good  faith  any appointment  or  proceeding
described in Section 7.7.

       7.7.      Without the application, approval or consent
of  the  Borrower  or  any of its Subsidiaries,  a  receiver,
trustee,  examiner, liquidator or similar official  shall  be
appointed for the Borrower or any of its Subsidiaries or  any
Substantial   Portion  of  its  Property,  or  a   proceeding
described in Section 7.6(iv) shall be instituted against  the
Borrower  or  any  of its Subsidiaries and  such  appointment
continues   undischarged   or   such   proceeding   continues
undismissed or unstayed for a period of 30 consecutive days.

       7.8.      Any court, government or governmental agency
shall  condemn,  seize  or  otherwise  appropriate,  or  take
custody or control of, all or any portion of the Property  of
the  Borrower and its Subsidiaries which, when taken together
with  all other Property of the Borrower and its Subsidiaries
so  condemned,  seized, appropriated,  or  taken  custody  or
control  of, during the twelve-month period ending  with  the
month  in  which  any  such  action  occurs,  constitutes   a
Substantial Portion.

       7.9.      The  Borrower  or  any  of  its  Significant
Subsidiaries  shall  fail within 30  days  to  pay,  bond  or
otherwise discharge any judgment or order for the payment  of
money  in  excess  of $15,000,000 (either singly  or  in  the
aggregate with other such judgments), which is not stayed  on
appeal  or  otherwise being appropriately contested  in  good
faith.


                        ARTICLE VIII

       ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


       8.1.      Acceleration.  If any Default  described  in
Section  7.6 or 7.7 occurs with respect to the Borrower,  the
obligations  of  the  Lenders to make Loans  hereunder  shall
automatically terminate and the Obligations shall immediately
become due and payable without any election or action on  the
part of the Administrative Agent or any Lender.  If any other
Default  occurs, the Required Lenders (or the  Administrative
Agent with the consent of the Required Lenders) may terminate
or  suspend  the  obligations of the Lenders  to  make  Loans
hereunder, or declare the Obligations to be due and  payable,
or  both,  whereupon the Obligations shall become immediately
due  and  payable,  without presentment, demand,  protest  or
notice  of  any  kind,  all  of  which  the  Borrower  hereby
expressly waives.

                                Page 31

<PAGE>      

     If, within 30 days after acceleration of the maturity of
the  Obligations  or  termination of the obligations  of  the
Lenders  to  make Loans hereunder as a result of any  Default
(other  than any Default as described in Section 7.6  or  7.7
with  respect  to  the Borrower) and before any  judgment  or
decree for the payment of the Obligations due shall have been
obtained  or  entered, the Required Lenders  (in  their  sole
discretion) shall so direct, the Administrative Agent  shall,
by   notice   to  the  Borrower,  rescind  and   annul   such
acceleration and/or termination.

      8.2.     Amendments.  Subject to the provisions of this
Article  VIII,  the  Required Lenders (or the  Administrative
Agent  with  the consent in writing of the Required  Lenders)
and  the  Borrower  may  enter into  agreements  supplemental
hereto  for the purpose of adding or modifying any provisions
to the Loan Documents or changing in any manner the rights of
the  Lenders or the Borrower hereunder or waiving any Default
hereunder;  provided,  however,  that  no  such  supplemental
agreement shall, without the consent of all of the Lenders:

     (i)  Extend  the  final maturity of  any  Loan  or
          forgive all or any portion of the principal  amount
          thereof, or reduce the rate or extend the  time  of
          payment of interest or fees thereon.

    (ii)  Reduce  the  percentage  specified  in   the
          definition of Required Lenders.

   (iii)  Extend the Facility Termination Date,  or
          reduce  the amount or extend the payment date  for,
          the  mandatory payments required under Section 2.2,
          or  increase  the amount of the Commitment  of  any
          Lender  hereunder, or permit the Borrower to assign
          its rights under this Agreement.

    (iv)  Amend this Section 8.2.

No  amendment of any provision of this Agreement relating  to
the  Administrative  Agent  shall be  effective  without  the
written   consent   of   the   Administrative   Agent.    The
Administrative  Agent may waive payment of the  fee  required
under  Section  12.3.2 without obtaining the consent  of  any
other party to this Agreement.

       8.3.     Preservation of Rights.  No delay or omission
of  the  Lenders or the Administrative Agent to exercise  any
right under the Loan Documents shall impair such right or  be
construed  to  be a waiver of any Default or an  acquiescence
therein,  and  the  making  of  a  Loan  notwithstanding  the
existence  of a Default or the inability of the  Borrower  to
satisfy  the  conditions precedent to  such  Loan  shall  not
constitute any waiver or acquiescence.  Any single or partial
exercise  of  any  such  right shall not  preclude  other  or
further exercise thereof or the exercise of any other  right,
and  no  waiver, amendment or other variation of  the  terms,
conditions  or  provisions of the Loan  Documents  whatsoever
shall  be  valid  unless  in writing signed  by  the  Lenders
required pursuant to Section 8.2, and then only to the extent
in   such  writing  specifically  set  forth.   All  remedies
contained in the Loan Documents or by law 

                                Page 32

<PAGE>      

afforded shall be cumulative and all shall be available to the 
Administrative Agent and the Lenders until the Obligations have 
been paid in full.


                         ARTICLE IX

                     GENERAL PROVISIONS


         9.1.        Survival   of   Representations.     All
representations and warranties of the Borrower  contained  in
this  Agreement shall survive the making of the Loans  herein
contemplated.

       9.2.      Governmental Regulation.  Anything contained
in  this Agreement to the contrary notwithstanding, no Lender
shall  be  obligated  to extend credit  to  the  Borrower  in
violation  of any limitation or prohibition provided  by  any
applicable statute or regulation.

       9.3.      Headings.   Section  headings  in  the  Loan
Documents  are for convenience of reference only,  and  shall
not govern the interpretation of any of the provisions of the
Loan Documents.

       9.4.      Entire Agreement.  The Loan Documents embody
the  entire  agreement and understanding among the  Borrower,
the  Administrative Agent and the Lenders and  supersede  all
prior  agreements and understandings among the Borrower,  the
Administrative Agent and the Lenders relating to the  subject
matter thereof other than the fee letter described in Section
10.13.

        9.5.       Several  Obligations;  Benefits  of   this
Agreement.    The  respective  obligations  of  the   Lenders
hereunder  are several and not joint and no Lender  shall  be
the  partner or agent of any other (except to the  extent  to
which the Administrative Agent is authorized to act as such).
The  failure  of any Lender to perform any of its obligations
hereunder shall not relieve any other Lender from any of  its
obligations hereunder.  This Agreement shall not be construed
so  as  to confer any right or benefit upon any Person  other
than  the  parties  to  this Agreement and  their  respective
successors  and assigns, provided, however, that the  parties
hereto  expressly  agree that the Arranger  shall  enjoy  the
benefits of the provisions of Sections 9.6, 9.10 and 10.11 to
the  extent specifically set forth therein and shall have the
right to enforce such provisions on its own behalf and in its
own  name  to the same extent as if it were a party  to  this
Agreement.

       9.6.     Expenses; Indemnification.  (i)  The Borrower
shall reimburse the Administrative Agent and the Arranger for
any  reasonable  costs,  internal charges  and  out-of-pocket
expenses  (including  attorneys' fees  and  time  charges  of
attorneys  for the Administrative Agent, which attorneys  may
be employees of the Administrative Agent) paid or incurred by
the  Administrative Agent or the Arranger in connection  with
the    preparation,    

                                Page 33

<PAGE>      


negotiation, execution, delivery, syndication, review, amendment,
modification, and administration of the Loan Documents.  The 
Borrower also agrees to reimburse the Administrative Agent, the 
Arranger and the Lenders for any costs, internal charges and
out-of-pocket  expenses (including attorneys' fees  and  time
charges  of  attorneys  for  the  Administrative  Agent,  the
Arranger and the Lenders, which attorneys may be employees of
the  Administrative Agent, the Arranger or the Lenders)  paid
or  incurred by the Administrative Agent, the Arranger or any
Lender  in connection with the collection and enforcement  of
the Loan Documents.

      (ii)   The  Borrower hereby further agrees to indemnify
the  Administrative Agent, the Arranger and each Lender,  its
directors, officers and employees against all losses, claims,
damages,   penalties,  judgments,  liabilities  and  expenses
(including, without limitation, all expenses of litigation or
preparation therefor whether or not the Administrative Agent,
the  Arranger or any Lender is a party thereto) which any  of
them  may  pay  or incur arising out of or relating  to  this
Agreement,   the  other  Loan  Documents,  the   transactions
contemplated hereby or the direct or indirect application  or
proposed  application of the proceeds of any  Loan  hereunder
except to the extent that they are determined in a final non-
appealable  judgment by a court of competent jurisdiction  to
have resulted from the gross negligence or willful misconduct
of  the  party seeking indemnification.   The obligations  of
the Borrower under this Section 9.6 shall survive the payment
of the Obligations and termination of this Agreement.

        9.7.       Numbers  of  Documents.   All  statements,
notices,  closing documents, and requests hereunder shall  be
furnished   to  the  Administrative  Agent  with   sufficient
counterparts so that the Administrative Agent may furnish one
to each of the Lenders.

        9.8.      Accounting.   Except  as  provided  to  the
contrary  herein, all accounting terms used herein  shall  be
interpreted and all accounting determinations hereunder shall
be made in accordance with GAAP.

      9.9. Severability of Provisions.  Any provision in  any
Loan  Document that is held to be inoperative, unenforceable,
or   invalid   in  any  jurisdiction  shall,   as   to   that
jurisdiction,  be  inoperative,  unenforceable,  or   invalid
without   affecting   the  remaining   provisions   in   that
jurisdiction or the operation, enforceability, or validity of
that provision in any other jurisdiction, and to this end the
provisions  of  all  Loan  Documents  are  declared   to   be
severable.

      9.10.      Nonliability of Lenders.   The  relationship
between the Borrower on the one hand and the Lenders and  the
Administrative Agent on the other hand shall be  solely  that
of  borrower  and lender.  Neither the Administrative  Agent,
the   Arranger  nor  any  Lender  shall  have  any  fiduciary
responsibilities to the Borrower.  Neither the Administrative
Agent,   the   Arranger   nor  any  Lender   undertakes   any
responsibility  to  the  Borrower to  review  or  inform  the
Borrower  of any matter in connection with any phase  of  the
Borrower's business or operations.  The Borrower agrees  that
neither the Administrative Agent, the Arranger nor 

                        Page 34

<PAGE>      


any Lender shall have liability to the Borrower (whether sounding
in  tort, contract or otherwise) for losses suffered  by  the
Borrower  in connection with, arising out of, or in  any  way
related   to,   the   transactions   contemplated   and   the
relationship established by the Loan Documents, or  any  act,
omission  or event occurring in connection therewith,  unless
it  is  determined in a final non-appealable  judgment  by  a
court  of  competent jurisdiction that such  losses  resulted
from  the gross negligence or willful misconduct of the party
from  which  recovery is sought.  Neither the  Administrative
Agent,  the Arranger nor any Lender shall have any  liability
with respect to, and the Borrower hereby waives, releases and
agrees not to sue for, any special, indirect or consequential
damages  suffered by the Borrower in connection with, arising
out  of, or in any way related to the Loan Documents  or  the
transactions contemplated thereby.

      9.11.     Confidentiality.  Each Lender agrees to  hold
any  confidential information which it may receive  from  the
Borrower pursuant to this Agreement in confidence, except for
disclosure  (i)  to its Affiliates and to other  Lenders  and
their   respective   Affiliates,  (ii)  to   legal   counsel,
accountants, and other professional advisors to  that  Lender
or  to  a Transferee, (iii) to regulatory officials, (iv)  to
any  Person as requested pursuant to or as required  by  law,
regulation, or legal process, (v) to any Person in connection
with any legal proceeding to which that Lender is a party and
(vi) permitted by Section 12.4.

      9.12.      Nonreliance.  Each Lender hereby  represents
that it is not relying on or looking to any margin stock  (as
defined  in  Regulation U of the Board of  Governors  of  the
Federal  Reserve  System)  for the  repayment  of  the  Loans
provided for herein.



                          ARTICLE X

                         THE AGENTS


      10.1.      Appointment;  Nature of  Relationship.   The
First National Bank of Chicago is hereby appointed by each of
the   Lenders  as  its  contractual  representative   (herein
referred  to  as  the "Administrative Agent")  hereunder  and
under  each  other  Loan Document, and each  of  the  Lenders
irrevocably authorizes the Administrative Agent to act as the
contractual representative of such Lender with the rights and
duties  expressly  set forth herein and  in  the  other  Loan
Documents.   The Administrative Agent agrees to act  as  such
contractual   representative  upon  the  express   conditions
contained in this Article X.  Notwithstanding the use of  the
defined   term   "Administrative  Agent,"  it  is   expressly
understood and agreed that the Administrative Agent shall not
have  any fiduciary responsibilities to any Lender by  reason
of  this  Agreement or any other Loan Document and  that  the
Administrative  Agent  is merely acting  as  the  contractual
representative of the Lenders with only those duties  as  are
expressly  set  forth in this Agreement and  the  other  Loan
Documents.   In  its  capacity as  the  Lenders'  contractual
representative, the Administrative Agent (i) does not  hereby
assume any 

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<PAGE>      


fiduciary duties to any of the Lenders, (ii) is  a
"representative" of the Lenders within the meaning of Section
9-105  of the Uniform Commercial Code and (iii) is acting  as
an independent contractor, the rights and duties of which are
limited  to  those expressly set forth in this Agreement  and
the  other Loan Documents.  Each of the Lenders hereby agrees
to  assert no claim against the Administrative Agent  on  any
agency theory or any other theory of liability for breach  of
fiduciary  duty,  all  of  which claims  each  Lender  hereby
waives.   Each  Lender hereby appoints NationsBank,  N.A.  as
Documentation  Agent  for  the  Lenders.   The  Documentation
Agent,  in its capacity as such, shall have no rights, duties
or   responsibilities  hereunder  or  under  any  other  Loan
Document.

      10.2.     Powers.  The Administrative Agent shall  have
and  may exercise such powers under the Loan Documents as are
specifically  delegated to the Administrative  Agent  by  the
terms  of  each  thereof, together with such  powers  as  are
reasonably  incidental  thereto.   The  Administrative  Agent
shall  have  no  implied  duties  to  the  Lenders,  or   any
obligation  to  the  Lenders to take  any  action  thereunder
except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

      10.3.     General Immunity.  Neither the Administrative
Agent nor any of its directors, officers, agents or employees
shall  be  liable to the Borrower, the Lenders or any  Lender
for  any  action taken or omitted to be taken by it  or  them
hereunder  or under any other Loan Document or in  connection
herewith  or  therewith except to the extent such  action  or
inaction is determined in a final non-appealable judgment  by
a  court  of competent jurisdiction to have arisen  from  the
gross negligence or willful misconduct of such Person.

      10.4.      No Responsibility for Loans, Recitals,  etc.
Neither  the  Administrative Agent nor any of its  directors,
officers,  agents  or employees shall be responsible  for  or
have  any duty to ascertain, inquire into, or verify (a)  any
statement, warranty or representation made in connection with
any  Loan  Document  or  any  borrowing  hereunder;  (b)  the
performance  or  observance  of  any  of  the  covenants   or
agreements of any obligor under any Loan Document, including,
without  limitation, any agreement by an obligor  to  furnish
information directly to each Lender; (c) the satisfaction  of
any  condition  specified in Article IV,  except  receipt  of
items  required  to be delivered solely to the Administrative
Agent; (d) the existence or possible existence of any Default
or  Unmatured  Default;  (e)  the  validity,  enforceability,
effectiveness,  sufficiency  or  genuineness  of   any   Loan
Document  or  any  other instrument or writing  furnished  in
connection  therewith; (f) the value, sufficiency,  creation,
perfection   or  priority  of  any  Lien  in  any  collateral
security;  or (g) the financial condition of the Borrower  or
any  guarantor  of any of the Obligations or of  any  of  the
Borrower's  or  any such guarantor's respective Subsidiaries.
The  Administrative Agent shall have no duty to  disclose  to
the  Lenders information that is not required to be furnished
by the Borrower to the Administrative Agent at such time, but
is   voluntarily   furnished   by   the   Borrower   to   the
Administrative   Agent   (either   in   its    capacity    as
Administrative Agent or in its individual capacity).

                        Page 36

<PAGE>      

      10.5.      Action  on  Instructions  of  Lenders.   The
Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any
other  Loan  Document in accordance with written instructions
signed by the Required Lenders, and such instructions and any
action  taken  or  failure to act pursuant thereto  shall  be
binding   on   all  of  the  Lenders.   The  Lenders   hereby
acknowledge that the Administrative Agent shall be  under  no
duty  to take any discretionary action permitted to be  taken
by  it  pursuant to the provisions of this Agreement  or  any
other  Loan Document unless it shall be requested in  writing
to  do  so by the Required Lenders.  The Administrative Agent
shall  be fully justified in failing or refusing to take  any
action hereunder and under any other Loan Document unless  it
shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that
it  may  incur by reason of taking or continuing to take  any
such action.

       10.6.      Employment  of  Administrative  Agents  and
Counsel.   The Administrative Agent may execute  any  of  its
duties as Administrative Agent hereunder and under any  other
Loan   Document   by  or  through  employees,   agents,   and
attorneys-in-fact and shall not be answerable to the Lenders,
except  as  to  money or securities received  by  it  or  its
authorized agents, for the default or misconduct of any  such
agents  or  attorneys-in-fact selected by it with  reasonable
care.   The Administrative Agent shall be entitled to  advice
of counsel concerning the contractual arrangement between the
Administrative  Agent  and  the  Lenders  and   all   matters
pertaining to the Administrative Agent's duties hereunder and
under any other Loan Document.

       10.7.       Reliance  on  Documents;   Counsel.    The
Administrative Agent shall be entitled to rely upon any Note,
notice,  consent,  certificate, affidavit, letter,  telegram,
statement, paper or document believed by it to be genuine and
correct and to have been signed or sent by the proper  person
or  persons,  and,  in  respect to legal  matters,  upon  the
opinion  of  counsel  selected by the  Administrative  Agent,
which counsel may be employees of the Administrative Agent.

       10.8.      Administrative  Agent's  Reimbursement  and
Indemnification.    The  Lenders  agree  to   reimburse   and
indemnify  the Administrative Agent ratably in proportion  to
their  respective  Commitments (or, if the  Commitments  have
been   terminated,   in  proportion  to   their   Commitments
immediately  prior to such termination) (i) for  any  amounts
not  reimbursed  by the Borrower for which the Administrative
Agent is entitled to reimbursement by the Borrower under  the
Loan  Documents, (ii) for any other expenses incurred by  the
Administrative Agent on behalf of the Lenders, in  connection
with the preparation, execution, delivery, administration and
enforcement   of  the  Loan  Documents  (including,   without
limitation,  for any expenses incurred by the  Administrative
Agent   in   connection   with  any   dispute   between   the
Administrative Agent and any Lender or between two or more of
the  Lenders)  and  (iii)  for any liabilities,  obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses  or disbursements of any kind and nature  whatsoever
which may be imposed on, incurred by or asserted against  the
Administrative Agent in any way relating to or arising out of
the  Loan  Documents  or  any  other  document  delivered  in

                                Page 37

<PAGE>      

connection therewith or the transactions contemplated thereby
(including, without limitation, for any such amounts incurred
by or asserted against the Administrative Agent in connection
with  any  dispute between the Administrative Agent  and  any
Lender  or  between  two  or more of  the  Lenders),  or  the
enforcement of any of the terms of the Loan Documents  or  of
any  such  other documents, provided that no Lender shall  be
liable  for  any of the foregoing to the extent  any  of  the
foregoing  is found in a final non-appealable judgment  by  a
court  of  competent jurisdiction to have resulted  from  the
gross  negligence or willful misconduct of the Administrative
Agent.   The  obligations of the Lenders under  this  Section
10.8 shall survive payment of the Obligations and termination
of this Agreement.

      10.9.     Notice of Default.  The Administrative  Agent
shall  not  be  deemed to have knowledge  or  notice  of  the
occurrence  of  any  Default or Unmatured  Default  hereunder
unless  the Administrative Agent has received written  notice
from  a  Lender  or the Borrower referring to this  Agreement
describing such Default or Unmatured Default and stating that
such notice is a "notice of default".  In the event that  the
Administrative   Agent   receives   such   a   notice,    the
Administrative Agent shall give prompt notice thereof to  the
Lenders.

       10.10.   Rights  as  a  Lender.   In  the  event   the
Administrative  Agent  is a Lender, the Administrative  Agent
shall have the same rights and powers hereunder and under any
other  Loan Document with respect to its Commitment  and  its
Loans  as  any Lender and may exercise the same as though  it
were  not the Administrative Agent, and the term "Lender"  or
"Lenders" shall, at any time when the Administrative Agent is
a Lender, unless the context otherwise indicates, include the
Administrative  Agent  in  its  individual   capacity.    The
Administrative  Agent and its Affiliates may accept  deposits
from,  lend  money to, and generally engage in  any  kind  of
trust,  debt,  equity or other transaction,  in  addition  to
those  contemplated  by  this Agreement  or  any  other  Loan
Document,  with  the Borrower or any of its  Subsidiaries  in
which  the  Borrower  or such Subsidiary  is  not  restricted
hereby from engaging with any other Person.

       10.11.    Lender   Credit   Decision.    Each   Lender
acknowledges that it has, independently and without  reliance
upon  the  Administrative Agent, the Arranger  or  any  other
Lender and based on the financial statements prepared by  the
Borrower and such other documents and information as  it  has
deemed appropriate, made its own credit analysis and decision
to  enter  into this Agreement and the other Loan  Documents.
Each Lender also acknowledges that it will, independently and
without  reliance upon the Administrative Agent, the Arranger
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  and  the  other  Loan
Documents.

        10.12.    Successor   Administrative   Agent.     The
Administrative Agent may resign at any time by giving written
notice  thereof  to  the  Lenders  and  the  Borrower,   such
resignation  to  be  effective  upon  the  appointment  of  a
successor   Administrative  Agent   or,   if   no   successor
Administrative  Agent  has  been appointed,  forty-five  days
after  the retiring Administrative Agent gives notice of  its
intention to resign. The Administrative Agent may be removed at  

                                Page 38

<PAGE>      

any time with or without cause by written notice received
by  the Administrative Agent from the Required Lenders,  such
removal to be effective on the date specified by the Required
Lenders.   Upon any such resignation or removal, the Required
Lenders  shall  have the right to appoint, on behalf  of  the
Borrower  and the Lenders, a successor Administrative  Agent.
If  no  successor  Administrative Agent shall  have  been  so
appointed  by the Required Lenders within thirty  days  after
the  resigning  Administrative Agent's giving notice  of  its
intention to resign, then the resigning Administrative  Agent
may  appoint,  on behalf of the Borrower and the  Lenders,  a
successor Administrative Agent.  Notwithstanding the previous
sentence,  the Administrative Agent may at any  time  without
the consent of the Borrower or any Lender, appoint any of its
Affiliates  which  is  a  commercial  bank  as  a   successor
Administrative Agent hereunder.  If the Administrative  Agent
has  resigned or been removed and no successor Administrative
Agent  has  been appointed, the Lenders may perform  all  the
duties of the Administrative Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to  the
applicable  Lender  and  for all other  purposes  shall  deal
directly with the Lenders.  No successor Administrative Agent
shall  be  deemed  to  be  appointed  hereunder  until   such
successor  Administrative Agent has accepted the appointment.
Any such successor Administrative Agent shall be a commercial
bank  having  capital  and  retained  earnings  of  at  least
$100,000,000.   Upon  the acceptance of  any  appointment  as
Administrative  Agent hereunder by a successor Administrative
Agent,  such  successor Administrative Agent shall  thereupon
succeed  to  and  become vested with all the rights,  powers,
privileges   and   duties  of  the   resigning   or   removed
Administrative   Agent.   Upon  the  effectiveness   of   the
resignation  or  removal  of  the Administrative  Agent,  the
resigning or removed Administrative Agent shall be discharged
from  its duties and obligations hereunder and under the Loan
Documents.   After  the effectiveness of the  resignation  or
removal  of an Administrative Agent, the provisions  of  this
Article  X shall continue in effect for the benefit  of  such
Administrative  Agent  in respect of  any  actions  taken  or
omitted  to  be  taken  by it while  it  was  acting  as  the
Administrative  Agent  hereunder and  under  the  other  Loan
Documents.   In  the event that there is a successor  to  the
Administrative  Agent by merger, or the Administrative  Agent
assigns  its duties and obligations to an Affiliate  pursuant
to this Section 10.12, then the term "Corporate Base Rate" as
used  in this Agreement shall mean the prime rate, base  rate
or other analogous rate of the new Administrative Agent.

     10.13.  Administrative Agent's Fee.  The Borrower agrees
to  pay to the Administrative Agent, for its own account, the
fees  agreed to by the Borrower and the Administrative  Agent
pursuant to that certain letter agreement dated July 3, 1998,
or as otherwise agreed from time to time.

      10.14.  Delegation to Affiliates.  The Borrower and the
Lenders agree that the Administrative Agent may delegate  any
of  its duties under this Agreement to any of its Affiliates.
Any such Affiliate (and such Affiliate's directors, officers,
agents  and  employees) which performs duties  in  connection
with this Agreement shall be entitled to the same benefits of
the  indemnification, waiver and other protective  provisions
to  which the Administrative Agent is entitled under Articles
IX and X.

                                Page 39

<PAGE>      


                         ARTICLE XI

                  SETOFF; RATABLE PAYMENTS


       11.1.       Setoff.   In  addition  to,  and   without
limitation  of,  any rights of the Lenders  under  applicable
law, if the Borrower becomes insolvent, however evidenced, or
any  Default  occurs,  any  and all deposits  (including  all
account balances, whether provisional or final and whether or
not collected or available) and any other Indebtedness at any
time  held  or  owing by any Lender or any Affiliate  of  any
Lender to or for the credit or account of the Borrower may be
offset  and  applied  toward the payment of  the  Obligations
owing to such Lender, whether or not the Obligations, or  any
part hereof, shall then be due.

      11.2.     Ratable Payments.  If any Lender, whether  by
setoff  or  otherwise, has payment made to it upon its  Loans
(other  than payments received pursuant to Section 3.1,  3.2,
3.4 or 3.5) in a greater proportion than that received by any
other  Lender, such Lender agrees, promptly upon  demand,  to
purchase a portion of the Loans held by the other Lenders  so
that  after  such purchase each Lender will hold its  ratable
proportion  of  Loans.  If any Lender, whether in  connection
with  setoff or amounts which might be subject to  setoff  or
otherwise,  receives collateral or other protection  for  its
Obligations or such amounts which may be subject  to  setoff,
such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their Loans.  In case any
such  payment  is disturbed by legal process,  or  otherwise,
appropriate further adjustments shall be made.


                         ARTICLE XII

      BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


       12.1.      Successors  and  Assigns.   The  terms  and
provisions  of the Loan Documents shall be binding  upon  and
inure  to  the  benefit of the Borrower and the  Lenders  and
their respective successors and assigns, except that (i)  the
Borrower  shall not have the right to assign  its  rights  or
obligations under the Loan Documents and (ii) any  assignment
by  any Lender must be made in compliance with Section  12.3.
Notwithstanding clause (ii) of this Section, any  Lender  may
at  any  time,  without the consent of the  Borrower  or  the
Administrative Agent, assign all or any portion of its rights
under  this Agreement and any Note to a Federal Reserve Bank;
provided,  however,  that  no such assignment  to  a  Federal
Reserve  Bank  shall release the transferor Lender  from  its
obligations  hereunder.  The Administrative Agent  may  treat
the Person which made any Loan or which holds any Note as the
owner  thereof for all purposes hereof unless and until  such
Person  complies  with  Section  12.3  in  the  case  of   an
assignment  thereof or, in the case of any other transfer,  a
written   notice   of  the  transfer  is   filed   with   the
Administrative  Agent.  Any assignee  or  transferee  of  

                        Page 40

<PAGE>      

the rights to any Loan or any Note agrees by acceptance of such
transfer  or  assignment to be bound by  all  the  terms  and
provisions of the Loan Documents.  Any request, authority  or
consent of any Person, who at the time of making such request
or  giving  such  authority or consent is the  owner  of  the
rights to any Loan (whether or not a Note has been issued  in
evidence  thereof), shall be conclusive and  binding  on  any
subsequent  holder, transferee or assignee of the  rights  to
such Loan.

     12.2.     Participations.

            12.2.1.   Permitted  Participants;  Effect.   Any
     Lender  may, in the ordinary course of its business  and
     in  accordance with applicable law, at any time sell  to
     one  or  more  banks or other entities  ("Participants")
     participating  interests  in  any  Loan  owing  to  such
     Lender, any Note held by such Lender, any Commitment  of
     such  Lender or any other interest of such Lender  under
     the Loan Documents.  In the event of any such sale by  a
     Lender of participating interests to a Participant, such
     Lender's  obligations  under the  Loan  Documents  shall
     remain   unchanged,  such  Lender  shall  remain  solely
     responsible  to  the  other  parties  hereto   for   the
     performance  of  such  obligations,  such  Lender  shall
     remain the owner of its Loans and the holder of any Note
     issued to it in evidence thereof for all purposes  under
     the  Loan Documents, all amounts payable by the Borrower
     under  this  Agreement shall be determined  as  if  such
     Lender  had  not sold such participating interests,  and
     the Borrower and the Administrative Agent shall continue
     to   deal  solely  and  directly  with  such  Lender  in
     connection  with  such Lender's rights  and  obligations
     under the Loan Documents.

           12.2.2.  Voting Rights.  Each Lender shall  retain
     the  sole right to approve, without the consent  of  any
     Participant,  any amendment, modification or  waiver  of
     any  provision  of  the Loan Documents  other  than  any
     amendment,  modification or waiver with respect  to  any
     Loan  or  Commitment  in which such Participant  has  an
     interest which forgives principal, interest or  fees  or
     reduces  the interest rate or fees payable with  respect
     to  any  such  Loan or Commitment, extends the  Facility
     Termination  Date or postpones any date  fixed  for  any
     regularly-scheduled payment of principal of, or interest
     or fees on, any such Loan or Commitment.

           12.2.3.   Benefit of Setoff.  The Borrower  agrees
     that  each Participant shall be deemed to have the right
     of  setoff  provided in Section 11.1 in respect  of  its
     participating interest in amounts owing under  the  Loan
     Documents  to  the same extent as if the amount  of  its
     participating interest were owing directly to  it  as  a
     Lender  under  the  Loan Documents, provided  that  each
     Lender  shall  retain the right of  setoff  provided  in
     Section 11.1 with respect to the amount of participating
     interests  sold to each Participant.  The Lenders  agree
     to share with each Participant, and each Participant, by
     exercising the right of setoff provided in Section 11.1,
     agrees  to  share with each Lender, any amount  received
     pursuant  to  the exercise of its right of setoff,  such
     amounts to be shared in accordance with Section 11.2  as
     if each Participant were a Lender.


                                Page 41

<PAGE>      


     12.3.     Assignments.

          12.3.1.  Permitted Assignments.  Any Lender may, in
     the  ordinary  course of its business and in  accordance
     with  applicable law, at any time assign to one or  more
     banks  or other entities ("Purchasers") all or any  part
     of  its rights and obligations under the Loan Documents.
     Such  assignment shall be substantially in the  form  of
     Exhibit C or in such other form as may be agreed  to  by
     the  parties  thereto.  The consent of the Borrower  and
     the  Administrative Agent shall be required prior to  an
     assignment   becoming  effective  with  respect   to   a
     Purchaser which is not a Lender or an Affiliate thereof;
     provided, however, that if a Default has occurred and is
     continuing,  the consent of the Borrower  shall  not  be
     required.    Such  consent  shall  not  be  unreasonably
     withheld or delayed.  Each such assignment shall (unless
     each  of  the  Borrower  and  the  Administrative  Agent
     otherwise  consents) be in an amount not less  than  the
     lesser  of (i) $10,000,000 or (ii) the remaining  amount
     of  the assigning Lender's Commitment (calculated as  at
     the date of such assignment).

          12.3.2.  Effect; Effective Date.  Upon (i) delivery
     to  the  Administrative Agent of a notice of assignment,
     substantially  in  the form attached  as  Exhibit  I  to
     Exhibit C (a "Notice of Assignment"), together with  any
     consents required by Section 12.3.1, and (ii) payment of
     a  $3,000 fee to the Administrative Agent for processing
     such  assignment, such assignment shall become effective
     on  the  effective  date specified  in  such  Notice  of
     Assignment.   The Notice of Assignment shall  contain  a
     representation by the Purchaser to the effect that  none
     of  the  consideration used to make the purchase of  the
     Commitment  and  Loans  under the applicable  assignment
     agreement  are "plan assets" as defined under ERISA  and
     that  the rights and interests of the Purchaser  in  and
     under the Loan Documents will not be "plan assets" under
     ERISA.   On  and  after  the  effective  date  of   such
     assignment, such Purchaser shall for all purposes  be  a
     Lender  party  to  this Agreement  and  any  other  Loan
     Document  executed by or on behalf of  the  Lenders  and
     shall  have all the rights and obligations of  a  Lender
     under  the Loan Documents, to the same extent as  if  it
     were an original party hereto, and no further consent or
     action   by   the   Borrower,   the   Lenders   or   the
     Administrative  Agent shall be required to  release  the
     transferor Lender with respect to the percentage of  the
     Aggregate   Commitment  and  Loans  assigned   to   such
     Purchaser.  Upon the consummation of any assignment to a
     Purchaser   pursuant   to  this  Section   12.3.2,   the
     transferor  Lender,  the Administrative  Agent  and  the
     Borrower  shall,  if  the  transferor  Lender   or   the
     Purchaser desires that its Loans be evidenced by  Notes,
     make  appropriate arrangements so that new Notes or,  as
     appropriate,  replacement  Notes  are  issued  to   such
     transferor  Lender  and new Notes  or,  as  appropriate,
     replacement Notes, are issued to such Purchaser, in each
     case  in  principal amounts reflecting their  respective
     Commitments, as adjusted pursuant to such assignment.

          12.3.3.  Substitution of Lenders.  In the event any
     Lender's long term unsecured debt rating falls below Aa3
     from Moody's or AA- from S&P, the Borrower may designate
     another financial institution which is acceptable to the
     Administrative
     
                                Page 42

<PAGE>      


     Agent in its sole discretion, to purchase, pursuant to 
     this Section 12.3, the Loans and Commitment of such 
     Lender and  such  Lender's  rights hereunder,  without  
     recourse  to  or  warranty  by,  or expense  to, such Lender 
     for a purchase price  equal  to the outstanding principal amount 
     of the Loans payable to such Lender plus any accrued but 
     unpaid interest on such Loans  and  accrued but unpaid 
     commitment fees  and  any other   amounts  payable  to  
     such  Lender  under   this Agreement,  and  to assume all the 
     obligations  of  such Lender hereunder.

      12.4.      Dissemination of Information.  The  Borrower
authorizes  each  Lender to disclose to  any  Participant  or
Purchaser  or any other Person acquiring an interest  in  the
Loan Documents by operation of law (each a "Transferee")  and
any  prospective Transferee any and all information  in  such
Lender's  possession concerning the creditworthiness  of  the
Borrower  and its Subsidiaries; provided that each Transferee
and prospective Transferee agrees to be bound by Section 9.11
of this Agreement.

      12.5.      Tax Treatment.  If any interest in any  Loan
Document  is transferred to any Transferee which is organized
under  the  laws  of any jurisdiction other than  the  United
States  or  any  State thereof, the transferor  Lender  shall
cause such Transferee, concurrently with the effectiveness of
such  transfer,  to  comply with the  provisions  of  Section
3.5(iv).


                        ARTICLE XIII

                           NOTICES


      13.1.      Notices.  Except as otherwise  permitted  by
Section  2.13 with respect to borrowing notices, all notices,
requests  and  other  communications to any  party  hereunder
shall  be  in  writing  (including  electronic  transmission,
facsimile transmission or similar writing) and shall be given
to  such  party:  (x)  in the case of  the  Borrower  or  the
Administrative Agent, at its address or facsimile number  set
forth  on the signature pages hereof, (y) in the case of  any
Lender,  at  its address or facsimile number set forth  below
its signature hereto or (z) in the case of any party, at such
other address or facsimile number as such party may hereafter
specify for the purpose by notice to the Administrative Agent
and  the  Borrower in accordance with the provisions of  this
Section   13.1.    Each  such  notice,   request   or   other
communication  shall be effective (i) if given  by  facsimile
transmission,  when  transmitted  to  the  facsimile   number
specified  in  this Section and confirmation  of  receipt  is
received,  (ii)  if  given  by  mail,  72  hours  after  such
communication  is  deposited in the mails  with  first  class
postage prepaid, addressed as aforesaid, or (iii) if given by
any  other  means,  when  delivered  (or,  in  the  case   of
electronic  transmission, received) at the address  specified
in  this Section; provided that notices to the Administrative
Agent under Article II shall not be effective until received.

                        Page 43

<PAGE>      

       13.2.      Change  of  Address.   The  Borrower,   the
Administrative  Agent  and any Lender  may  each  change  the
address  for service of notice upon it by a notice in writing
to the other parties hereto.


                         ARTICLE XIV

                        COUNTERPARTS


      This  Agreement  may  be  executed  in  any  number  of
counterparts,  all of which taken together  shall  constitute
one agreement, and any of the parties hereto may execute this
Agreement  by  signing any such counterpart.  This  Agreement
shall be effective when it has been executed by the Borrower,
the  Administrative Agent and the Lenders and each party  has
notified  the  Administrative Agent by facsimile transmission
or telephone that it has taken such action.


                         ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


     15.1.     CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER THAN
THOSE  CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION)
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS  (AND
NOT  THE  LAW  OF  CONFLICTS) OF THE STATE OF  ILLINOIS,  BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

      15.2.     CONSENT TO JURISDICTION.  THE BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF  ANY
UNITED  STATES  FEDERAL OR ILLINOIS STATE  COURT  SITTING  IN
CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT  OF
OR  RELATING  TO  ANY LOAN DOCUMENTS AND THE BORROWER  HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH  ACTION
OR  PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH  COURT
AND  IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE  AS  TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT  OR
ANY  LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN  THE
COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY
THE BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE
OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY,
ANY  MATTER  IN  

                        Page 44

<PAGE>      


ANY  WAY  ARISING OUT  OF,  RELATED  TO,  OR CONNECTED WITH ANY 
LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, 
ILLINOIS.

     15.3.     WAIVER OF JURY TRIAL.  THE BORROWER, THE AGENT
AND  EACH  LENDER HEREBY WAIVE TRIAL BY JURY IN ANY  JUDICIAL
PROCEEDING  INVOLVING,  DIRECTLY OR  INDIRECTLY,  ANY  MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY  WAY
ARISING  OUT  OF,  RELATED  TO, OR CONNECTED  WITH  ANY  LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                        Page 45

<PAGE>      


      IN  WITNESS WHEREOF, the Borrower, the Lenders and  the
Administrative Agent have executed this Agreement as  of  the
date first above written.
                              
                              KANSAS CITY POWER & LIGHT COMPANY

                              By:  /s/Andrea F. Bielsker
                              Title:  Treasurer
                                1200 Walnut
                                Kansas City, Missouri 64141

                                Attention:  Andrea F. Bielsker,
                                            Treasurer
                                Telephone:  (816) 556-2595
                                FAX:        (816) 556-2992

Commitments
-----------

$22,000,000                     THE FIRST NATIONAL BANK OF CHICAGO,
                                Individually and as Administrative Agent

                                By:  /s/William N. Banks
                                Title:  First Vice President
                                  One First National Plaza
                                  Chicago, Illinois 60670

                                  Attention:  William N. Banks
                                  Telephone:  (312) 732-9781
                                  FAX:        (312) 732-3055


$22,000,000                     NATIONSBANK, N.A.,
                                Individually and as Documentation Agent

                                By: /s/Curtis L. Anderson
                                Title:  Senior Vice President
                                  901 Main Street
                                  Dallas, Texas 75202

                                  Attention: Curtis L. Anderson
                                  Telephone: (214) 508-1290
                                  FAX:       (214) 508-3943


$18,000,000                     ABN AMRO BANK, N.V.

                                By:  /s/Mark R. Lasek
                                Title:  Vice President

                                By: /s/Robert E. Lee IV
                                Title:  Assistant Vice President
                                  135 South LaSalle Street
                                  Chicago, Illinois 60603

                                  Attention:  Mark Lasek
                                  Telephone:  (312) 904-2074
                                  FAX:        (312) 904-1466


$18,000,000                     THE BANK OF NOVA SCOTIA, ATLANTA OFFICE

                                By:  /s/F. C. H. Ashby
                                Title:  Senior Manager Loan Operations
                                  600 Peachtree Street N.E., Suite 2700
                                  Atlanta, GA 30308

                                  Attention:   Vicki Gibson
                                  Telephone:   (404) 877-1557
                                  FAX:         (404) 888-8998


$15,000,000                     THE BANK OF NEW YORK

                                By:  /s/Ian K. Stewart
                                Title:  Senior Vice President
                                  One Wall Street, 19th Floor
                                  New York, NY 10286

                                  Attention:    Nate Howard
                                  Telephone:    (212) 635-7916
                                  FAX:          (212) 635-7923


$15,000,000                     WESTDEUTSCHE LANDESBANK GIROZENTRALE

                                By:  /s/Lisa Walker
                                Title:  Vice President


                                By:  /s/Elisabeth R. Wilds
                                Title:  Associate
                                  1211 Ave of the Americas 
                                  New York, NY 10036
                                  
                                  Attention:  Cheryl Y. Wilson
                                  Telephone:  (212) 852-6152
                                  FAX:        (212 302-7946


   $110,000,000        
   ============