<PAGE>


                                                        Exhibit 10.27

                         CREDIT AGREEMENT

                            dated as of

                         October 14, 1999

                               among

                  WADDELL & REED FINANCIAL, INC.,

                     The Lenders Party Hereto,

                                and

                     THE CHASE MANHATTAN BANK,
                     as Administrative Agent.

                       BANK OF AMERICA, NA,
                      as Documentation Agent

                         DEUTSCHE BANK AG,
                       as Syndication Agent



  $220,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY



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


<PAGE>

                                   CREDIT AGREEMENT dated as of October
                           14, 1999, among WADDELL & REED FINANCIAL,
                           INC. (the "BORROWER"), the LENDERS party
                           hereto, and THE CHASE MANHATTAN BANK, as
                           Administrative Agent.


                               W I T N E S S E T H:

                  1. The Borrower is party to the Credit Agreement
dated as of October 15, 1998 (the EXISTING CREDIT AGREEMENT) among the
Borrower, the lenders party thereto, and The Chase Manhattan Bank, as
administrative agent.

                  2. The Borrower, the Lenders and the Administrative
Agent desire to replace the Existing Credit Agreement with this
Agreement upon and subject to the terms and conditions hereinafter set
forth.

                  The parties hereto agree as follows:

                                     ARTICLE I

                                    DEFINITIONS

                  SECTION 1.01.  DEFINED TERMS.  As used in this Agreement,
the following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Alternate Base Rate.

                  "ADJUSTED LIBO RATE" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for
such Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "ADMINISTRATIVE AGENT" means The Chase Manhattan Bank, in
its capacity as administrative agent for the Lenders hereunder.

                  "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "AFFILIATE" means, with respect to a specified Person,
another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with
the Person specified.

<PAGE>


                  AGGREGATE REVENUE BASE means the sum of Revenue Bases for
all W&R Funds and for all other assets managed by the Borrower or any
Subsidiary of the Borrower for other entities.

                  "AGREEMENT" means this Credit Agreement, as amended,
supplemented or otherwise modified from time to time.

                  "ALTERNATE BASE RATE" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change
in the Alternate Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective from and including the effective date
of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

                  "APPLICABLE PERCENTAGE" means, with respect to any Lender,
the percentage of the total Commitments represented by such Lender's
Commitment. If the Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Commitments most recently in
effect, giving effect to any assignments.

                  "APPLICABLE RATE" means, for any day, with respect to any
ABR Loan or Eurodollar Loan, or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum set forth below
under the caption "ABR Spread", "Eurodollar Spread" or "Facility Fee Rate",
as the case may be:

<TABLE>
<CAPTION>

==========================================================================
      CONSOLIDATED                ABR           EURODOLLAR    FACILITY FEE
     LEVERAGE RATIO               SPREAD           SPREAD           RATE
==========================================================================
<S>                               <C>           <C>              <C>
LESS THAN   2.0:1                  0%            0.625%           0.125%

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

GREATER THAN
OR EQUAL TO 2.0:1                  0%            0.875%           0.125%
==========================================================================
</TABLE>

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and
acceptance entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.04), and accepted
by the Administrative Agent, in the form of Exhibit A or any other form
approved by the Administrative Agent.

                  "AVAILABILITY PERIOD" means the period from and
including the Effective Date to but excluding the earlier of the
Revolving Credit Termination Date and the date of termination of the
Commitments.

                                     3
<PAGE>



                  "BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "BORROWER" means Waddell & Reed Financial, Inc., a Delaware
corporation.

                  "BORROWING" means (a) Revolving Loans or Term Loans of the
same Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a
Competitive Loan or group of Competitive Loans of the same Type made on the
same date and as to which a single Interest Period is in effect.

                  "BUSINESS DAY" means any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; PROVIDED that, when
used in connection with a Eurodollar Loan, the term "BUSINESS DAY"
shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.

                  "CAPITAL EXPENDITURES" means, for any period, with
respect to any Person, the aggregate of all expenditures by such Person
and its Subsidiaries for the acquisition or leasing (pursuant to a
capital lease) of fixed or capital assets or additions to equipment
(including replacements, capitalized repairs and improvements during
such period) that should be capitalized under GAAP on a consolidated
balance sheet of such Person and its Subsidiaries.

                  "CAPITAL LEASE OBLIGATIONS" of any Person means the
obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of
such Person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

                  "CAPITAL STOCK" means any and all shares, interests,
participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a
Person (other than a corporation) and any and all warrants, rights or
options to purchase any of the foregoing.

                  "CHANGE IN CONTROL" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of
the Securities and Exchange Commission thereunder as in effect on the date
hereof) other than the Borrower, of shares representing more than 25% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower; (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of

                                     4
<PAGE>


the Borrower by Persons who were neither (i) nominated by the board of
directors of the Borrower nor (ii) appointed by directors so nominated; or
(c) the acquisition of direct or indirect Control of the Borrower by any
Person or group.

                  "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule
or regulation or in the interpretation or application thereof by any
Governmental Authority after the date of this Agreement or (c) compliance by
any Lender (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Term Loans or Competitive Loans.

                  "CLOSING DATE" means the date on which the conditions
precedent set forth in Section 4.01 shall have been satisfied, which date is
October 14, 1999.

                           "CODE" means the Internal Revenue Code of 1986, as
amended from time to time.

                  "COMMITMENT" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and Term Loans hereunder,
expressed as an amount representing the maximum aggregate outstanding
principal amount of such Lender's Revolving Loans and Term Loans hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section
2.09, (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 9.04 and (c) increased from time to
time pursuant to Section 2.20. The initial amount of each Lender's Commitment
is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant
to which such Lender shall have assumed its Commitment, as applicable, and
the initial aggregate amount of the Commitments of the Lenders (as set forth
on Schedule 2.01) is $220,000,000.

                  "COMMITMENT UTILIZATION PERCENTAGE" means on any day the
percentage equivalent of a fraction (a) the numerator of which is the sum of
the aggregate outstanding principal amount of Loans and (b) the denominator
of which is the aggregate amount of the Commitments (or, on any day after
termination of the Commitments, the aggregate amount of the Commitments in
effect immediately preceding such termination).

                  "COMPETITIVE BID" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.06.

                  "COMPETITIVE BID RATE" means, with respect to any
Competitive Bid, the Margin or the Fixed Rate, as

                                     5


<PAGE>

applicable, offered by the Lender making such Competitive Bid.

                  "COMPETITIVE BID REQUEST" means a request by the Borrower
for Competitive Bids in accordance with Section 2.06.

                  "COMPETITIVE LOAN" means a Loan made pursuant to Section 2.06.

                  "CONFIDENTIAL INFORMATION MEMORANDUM" means the
Confidential Information Memorandum dated September 1999 and furnished to the
Lenders.

                  "CONSOLIDATED EBITDA" means, for any period, Consolidated
Net Income for such period PLUS, without duplication and to the extent
reflected as a charge in the statement of such Consolidated Net Income for
such period, the sum of (a) income tax expense, (b) interest expense,
amortization or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with
Indebtedness (including the Loans), (c) depreciation and amortization
expense, (d) amortization of intangibles (including, but not limited to,
goodwill) and organization costs, (e) any extraordinary, unusual or
non-recurring non-cash expenses or losses (including, whether or not
otherwise includable as a separate item in the statement of such Consolidated
Net Income for such period, non-cash losses on sales of assets outside of the
ordinary course of business), PROVIDED, that the amounts referred to in this
clause (e) shall not, in the aggregate, exceed $1,000,000 for any fiscal year
of the Borrower, and (f) any other non-cash charges. For the purposes of
calculating Consolidated EBITDA for any period of four consecutive fiscal
quarters (each, a "Reference Period") pursuant to any determination of the
Consolidated Leverage Ratio, (i) if at any time during such Reference Period
the Borrower or any Subsidiary shall have made any Material Disposition, the
Consolidated EBITDA for such Reference Period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the property
that is the subject of such Material Disposition for such Reference Period or
increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period and (ii) if during such
Reference Period the Borrower or any Subsidiary shall have made a Material
Acquisition, Consolidated EBITDA for such Reference Period shall be
calculated after giving PRO FORMA effect thereto as if such Material
Acquisition occurred on the first day of such Reference Period. As used in
this definition, "Material Acquisition" means any acquisition of property or
series of related acquisitions of property that (a) constitutes assets
comprising all or substantially all of an operating unit of a business or
constitutes all or substantially all of the common stock of a Person and (b)
involves the payment of consideration by the Borrower and its Subsidiaries in
excess of $1,000,000; and "Material Disposition" means any Disposition of
property or series of related Dispositions of property that yields


                                     6
<PAGE>


gross proceeds to the Borrower or any of its Subsidiaries in excess of
$1,000,000.

                  "CONSOLIDATED INTEREST COVERAGE RATIO" means, for any
period, the ratio of (a) Consolidated EBITDA for such period to (b)
Consolidated Interest Expense for such period.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period,
interest expense (including that attributable to Capital Lease Obligations)
of the Borrower and its Subsidiaries for such period with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing and net costs under
Hedging Agreements in respect of interest rates to the extent such net costs
are allocable to such period in accordance with GAAP).

                  "CONSOLIDATED LEVERAGE RATIO" means, as at the last day of
any period, the ratio of (a) Consolidated Total Debt on such day to (b)
Consolidated EBITDA for such period.

                  "CONSOLIDATED NET INCOME" means, for any period, the
consolidated net income (or loss) of the Borrower and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP; PROVIDED that
there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary of the Borrower or is merged into
or consolidated with the Borrower or any of its Subsidiaries, (b) the income
(or deficit) of any Person (other than a Subsidiary of the Borrower) in which
the Borrower or any of its Subsidiaries has an ownership interest, except to
the extent that any such income is actually received by the Borrower or such
Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary of the Borrower to the extent that
the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any Contractual
Obligation or Requirement of Law applicable to such Subsidiary.

                  "CONSOLIDATED TOTAL DEBT" means, at any date, the
aggregate principal amount of all Indebtedness of the Borrower and its
Subsidiaries at such date, determined on a consolidated basis in
accordance with GAAP.

                  "CONTRACTUAL OBLIGATION" means, as to any Person, any
provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.

                  "CONTROL" means 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 ability to
exercise voting power, by contract or otherwise. "CONTROLLING" and
"CONTROLLED" have meanings correlative thereto.

                                     7
<PAGE>


                  "DEFAULT" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default.

                  "DISCLOSED MATTERS" means the actions, suits and
proceedings and the environmental matters disclosed in Schedule 3.06.

                  "DISTRIBUTION FEES" means all fees payable pursuant to a
plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as
amended, in connection with the distribution of shares of W&R Funds that are
open-end funds.

                  "DOLLARS" or "$" refers to lawful money of the United
States of America.

                  "EFFECTIVE DATE" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "ENVIRONMENTAL LAWS" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or
binding agreements issued, promulgated or entered into by any Governmental
Authority, relating in any way to the environment, preservation or
reclamation of natural resources, the management, release or threatened
release of any Hazardous Material or to health and safety matters.

                  "ENVIRONMENTAL LIABILITY" means any liability, contingent
or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any
Subsidiary directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.

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

                  "ERISA AFFILIATE" means any trade or business (whether or
not incorporated) that, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

                  "ERISA EVENT" means (a) any "reportable event", as defined
in Section 4043 of ERISA or the regulations issued

                                     8
<PAGE>


thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an
"accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the
receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by
the Borrower or any of its ERISA Affiliates of any liability with respect to
the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or
(g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

                  "EURODOLLAR", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate (or, in the case of a Competitive Loan, the LIBO Rate).

                  "EVENT OF DEFAULT" has the meaning assigned to such term in
Article VII.

                  "EXCESS UTILIZATION DAY" means each day on which the
Commitment Utilization Percentage exceeds 50%.

                  "EXCLUDED TAXES" means, with respect to the Administrative
Agent, any Lender, or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which the Borrower is located and (c) in
the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.19(b)), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement or is attributable to such Foreign Lender's
failure or inability to comply with Section 2.17(e), except to the extent
that such Foreign Lender's assignor (if any) was entitled, at the time of
assignment, to receive additional

                                     9
<PAGE>

amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.17(a).

                  "EXISTING CREDIT AGREEMENT" has the meaning set forth in
the recitals hereto.

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

                  "FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "FIXED RATE" means, with respect to any Competitive Loan
(other than a Eurodollar Competitive Loan), the fixed rate of interest per
annum specified by the Lender making such Competitive Loan in its related
Competitive Bid.

                  "FIXED RATE LOAN" means a Competitive Loan bearing interest
at a Fixed Rate.

                  "FOREIGN LENDER" means any Lender that is organized under
the laws of a jurisdiction other than that in which the Borrower is located.
For purposes of this definition, the United States of America, each State
thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "GAAP" means generally accepted accounting principles in
the United States of America.

                  "GOVERNMENTAL AUTHORITY" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality,
regulatory body (including self-regulatory body), court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government,
including, in any event, the Securities and Exchange Commission and any
applicable state securities commission or similar body.

                  "GUARANTEE" of or by any Person (the "GUARANTOR") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of
any other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, and including any obligation of the

                                     10
<PAGE>


guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation
or to purchase (or to advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; PROVIDED, that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of
business.

                  "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

                  "HEDGING AGREEMENT" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price
hedging arrangement.

                  "INDEBTEDNESS" of any Person means, without duplication,
(a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid,
(d) all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or acquired by
such Person, whether or not the Indebtedness secured thereby has been
assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty, (j) all obligations, contingent or otherwise, of
such Person in respect of bankers' acceptances and (k) net liabilities of
such Person under Hedging Agreements. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is

                                     11
<PAGE>



liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                  "INTEREST ELECTION REQUEST" means a request by the Borrower
to convert or continue a Revolving Borrowing in accordance with Section 2.08.

                  "INTEREST PAYMENT DATE" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December, (b) with
respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of
a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs
at intervals of three months' duration, after the first day of such Interest
Period, and (c) with respect to any Fixed Rate Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and,
in the case of a Fixed Rate Borrowing with an Interest Period of more than 90
days' duration (unless otherwise specified in the applicable Competitive Bid
Request), each day prior to the last day of such Interest Period that occurs
at intervals of 90 days' duration after the first day of such Interest
Period, and any other dates that are specified in the applicable Competitive
Bid Request as Interest Payment Dates with respect to such Borrowing.

                  "INTEREST PERIOD" means (a) with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the calendar month that is one, two,
three or six months thereafter, as the Borrower may elect, and (b) with
respect to any Fixed Rate Borrowing, the period (which shall not be less than
seven days or more than 364 days) commencing on the date of such Borrowing
and ending on the date specified in the applicable Competitive Bid Request;
PROVIDED, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period, and (iii) any Interest Period that would otherwise extend
beyond the Revolving Credit Termination Date or beyond the date final payment
is due on the Term Loans shall end on the Revolving Credit Termination Date
or such date of final payment, as

                                     12
<PAGE>



the case may be. For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

                  "LENDERS" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

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

                  "LIEN" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities.

                  "LOANS" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

                  "MANAGEMENT CONTRACT" means an agreement, written or oral,
pursuant to which the Borrower or any Subsidiary of the Borrower provides (i)
investment advisory, management or administrative services to a W&R Fund or
(ii)investment advisory or management services to any Person, including,
without limitation, unregistered investment companies and personal or
corporate investment accounts.

                                     13
<PAGE>


                  "MARGIN" means, with respect to any Competitive Loan
bearing interest at a rate based on the LIBO Rate, the marginal rate of
interest, if any, to be added to or subtracted from the LIBO Rate to
determine the rate of interest applicable to such Loan, as specified by the
Lender making such Loan in its related Competitive Bid.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect
on (a) the business, assets, property, prospects or condition, financial or
otherwise, of the Borrower and its Subsidiaries taken as a whole, or (b) the
validity or enforceability of this Agreement or the rights or remedies of the
Administrative Agent or the Lenders hereunder.

                  "MATERIAL INDEBTEDNESS" means Indebtedness (other than the
Loans), or obligations in respect of one or more Hedging Agreements, of any
one or more of the Borrower and its Subsidiaries in an aggregate principal
amount exceeding $5,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of the Borrower or
any Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

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

                  "MULTIEMPLOYER PLAN" means a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.

                  "NET ASSET VALUE" means, at any date of determination and
with respect to any investment company or account manager, the current net
asset value (as defined in Rule 2a-4 under the Investment Company Act of
1940), in the aggregate, of all outstanding redeemable securities issued by
such investment company at such date.

                  "OTHER TAXES" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement.

                  "PBGC" means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar
functions.

                  "PERMITTED ACQUISITION" means an acquisition of a Person,
or the assets of a Person or a line of business of a Person, in the same or a
related line of business as the Borrower, PROVIDED that after giving effect
to such acquisition (a) no Default or Event of Default shall have occurred
and be continuing, (b) the Borrower shall be in compliance, on a PRO FORMA
basis, as of the end of the most recent fiscal quarter of the Borrower with
the provisions of Section 6.01, and (c) in the case of an acquisition

                                     14

<PAGE>



involving aggregate consideration valued at $20,000,000 or more, at least
three Business Days prior to the date of such acquisition, the Borrower shall
have furnished to the Administrative Agent and the Lenders a compliance
certificate to the effect of clauses (a) and (b) showing in reasonable detail
the calculations supporting the determination of compliance, on such a PRO
FORMA basis, with such provisions.

                  "PERMITTED ENCUMBRANCES" means:

                  (a) Liens imposed by law for taxes that are not yet due or
         are being contested in compliance with Section 5.04;

                  (b) carriers', warehousemen's, mechanics',
         materialmen's, repairmen's and other like Liens imposed by
         law, arising in the ordinary course of business and securing
         obligations that are not overdue by more than 30 days or are
         being contested in compliance with Section 5.04;

                  (c) pledges and deposits made in the ordinary course
         of business in compliance with workers' compensation,
         unemployment insurance and other social security laws or
         regulations;

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal
         bonds, performance bonds and other obligations of a like
         nature, in each case in the ordinary course of business;

                  (e) easements, zoning restrictions, rights-of-way and
         similar encumbrances on real property imposed by law or
         arising in the ordinary course of business that do not secure
         any monetary obligations and do not materially detract from
         the value of the affected property or interfere with the
         ordinary conduct of business of the Borrower or any
         Subsidiary; and

                  (f) judgment Liens in respect of judgments that do
         not constitute an Event of Default under clause (k) of Article
         VII, so long as such judgment Liens are not in effect for more
         than 45 days;

PROVIDED that the term "Permitted Encumbrances" shall not include any
Lien securing Indebtedness.

                  "PERMITTED INVESTMENTS" means:

                  (a) direct obligations of, or obligations the
         principal of and interest on which are unconditionally
         guaranteed by, the United States of America (or by any agency
         thereof to the extent such obligations are backed by the full
         faith and credit of the United States of America), in each
         case maturing within one year from the date of acquisition
         thereof;

                                     15

<PAGE>


                  (b) investments in commercial paper maturing within
         270 days from the date of acquisition thereof and having, at
         such date of acquisition, an investment-grade credit rating
         from S&P or from Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from
         the date of acquisition thereof issued or guaranteed by or
         placed with, and money market deposit accounts issued or
         offered by, any domestic office of any commercial bank
         organized under the laws of the United States of America or
         any State thereof which has a combined capital and surplus and
         undivided profits of not less than $500,000,000;

                  (d) investments in newly created funds or investments
         intended for sale to newly created funds advised or managed by
         the Borrower and its Subsidiaries, in an aggregate amount
         (based upon book value on the books of the Borrower and its
         Subsidiaries) of not more than $25,000,000 at any time;

                  (e) fully collateralized repurchase agreements with a
         term of not more than 30 days for securities described in
         clause (a) above and entered into with a financial institution
         satisfying the criteria described in clause (c) above; and

                  (f) other than those contained in (a), (b), (c) and
         (e) above, United States dollar denominated fixed income
         securities and syndicated bank loans not to exceed $7,500,000
         per issuer, with the exception of United States government
         securities, and not to exceed $7,500,000 per country, with the
         exception of the United States of America.

                  "PERSON" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "PLAN" means any employee pension benefit plan (other than
a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which the
Borrower or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

                  "PRIME RATE" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime
Rate shall be effective from and including the date such change is publicly
announced as being effective.

                                     16

<PAGE>


                  "REGISTER" has the meaning set forth in Section 9.04.

                  "RELATED PARTIES" means, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

                  "REQUIRED LENDERS" means, (a) prior to any conversion of
Revolving Loans to Term Loans in accordance with Sections 2.04 and 2.05,
Lenders having Revolving Credit Exposures and unused Commitments representing
at least 51% of the sum of the total Revolving Credit Exposures and unused
Commitments at such time; PROVIDED that, for purposes of declaring the Loans
to be due and payable pursuant to Article VII, and for all purposes after the
Loans become due and payable pursuant to Article VII or the Commitments
expire or terminate, the outstanding Competitive Loans of the Lenders shall
be included in their respective Revolving Credit Exposures in determining the
Required Lenders, and (b) thereafter, Lenders having Term Loans with a total
outstanding principal amount representing at least 51% of the sum of the
total outstanding principal amount of Term Loans at such time.

                  "REQUIREMENT OF LAW" means, as to any Person, the
Certificate of Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

                  "RESTRICTED PAYMENT" means any dividend or other
distribution (whether in cash, securities or other property) with respect to
any shares of any class of capital stock of the Borrower or any Subsidiary,
or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such shares of
capital stock of the Borrower or any option, warrant or other right to
acquire any such shares of capital stock of the Borrower.

                  "REVENUE BASE" means the sum of (A) the product of (i) with
respect to each W&R Fund, the Net Asset Value of the W&R Fund on the date of
calculation and with respect to assets managed for other entities, the market
value or Net Asset Value of such assets on the date of calculation and (ii)
the rate provided for in the applicable Management Contract for determining
the annual fee required for such advisory, management or administrative
services on such date and (B) Distribution Fees for such W&R Fund.

                  "REVOLVING BORROWING REQUEST" means a request by the
Borrower for a Revolving Borrowing in accordance with Section 2.03.

                                     17
<PAGE>


                  "REVOLVING CREDIT EXPOSURE" means, with respect to any
Lender at any time, the sum of the outstanding principal amount of such
Lender's Revolving Loans at such time.

                  "REVOLVING CREDIT TERMINATION DATE" means October 13, 2000
or such earlier date as the Commitments shall terminate pursuant to the terms
hereof (or, if such day is not a Business Day, the next preceding Business
Day).

                  "REVOLVING LOAN" means a Loan made pursuant to Section 2.03.

                  "S&P" means Standard & Poor's.

                  "STATUTORY RESERVE RATE" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve
percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board or other
Governmental Authority to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate. Such reserve percentages shall include
those imposed pursuant to Regulation D of the Board. Eurodollar Loans shall
be deemed to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time
to time to any Lender under such Regulation D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "SUBSIDIARY" means, with respect to any Person (the
"PARENT") at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent's consolidated financial
statements if such financial statements were prepared in accordance with GAAP
as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50%
of the general partnership interests are, as of such date, owned, controlled
or held, or (b) that is, as of such date, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

                  "SUBSIDIARY" means any subsidiary of the Borrower.

                  "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.

                                     18

<PAGE>



                  "TERM BORROWING REQUEST" means a request by the Borrower
for a Revolving Borrowing in accordance with Section 2.05.

                  "TERMINATION DATE" means the date that is six (6) months
after the Revolving Credit Termination Date.

                  "TERM LOAN" means a Loan made pursuant to Section 2.04.

                  "TRANSACTIONS" means the execution, delivery and
performance by the Borrower of this Agreement, the borrowing of Loans and the
use of the proceeds thereof.

                  "TYPE", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted LIBO
Rate, the Alternate Base Rate or, in the case of a Competitive Loan or
Borrowing, the LIBO Rate or a Fixed Rate.

                  "W&R FUND" means all closed-end funds and open-end mutual
funds sponsored by the Borrower or any of its Subsidiaries or for which the
Borrower or any of its Subsidiaries provides investment advisory, management,
administrative, supervisory, consulting, underwriting or similar services.

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

                  SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(E.G., a "Revolving Loan" or "Term Loan") or by Type (E.G., a "Eurodollar
Loan") or by Class and Type (E.G., a "Eurodollar Revolving Loan" or
"Eurodollar Term Loan"). Borrowings also may be classified and referred to by
Class (E.G., a "Revolving Borrowing" or "Term Borrowing") or by Type (E.G., a
"Eurodollar Borrowing") or by Class and Type (E.G., a "Eurodollar Revolving
Borrowing" of "Eurodollar Term Borrowing").

                  SECTION 1.03. TERMS GENERALLY. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or

                                     19
<PAGE>

modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections
of, and Exhibits and Schedules to, this Agreement and (e) the words "asset"
and "property" shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.

                  SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time;
PROVIDED that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or in the
application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether
any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.

                             ARTICLE II

                             THE CREDITS

                  SECTION 2.01. COMMITMENTS. Subject to the terms and
conditions set forth herein, each Lender agrees to make Revolving Loans to
the Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in (a) such Lender's Revolving Credit
Exposure exceeding such Lender's Commitment or (b) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans exceeding the total Commitments. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans.

                  SECTION 2.02. LOANS AND BORROWINGS. (a) Each Revolving Loan
shall be made as part of a Borrowing consisting of Revolving Loans made by
the Lenders ratably in accordance with their respective Commitments. Each
Competitive Loan shall be made in accordance with the procedures set forth in
Section 2.06. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder;

                                     20
<PAGE>

PROVIDED that the Commitments and Competitive Bids of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make
Loans as required.

                  (b) Subject to Section 2.14, (i) each Revolving Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower
may request in accordance herewith, and (ii) each Competitive Borrowing shall
be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower
may request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; PROVIDED that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. At the time that each ABR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000; PROVIDED that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments. Each Competitive Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. Borrowings of more than one Type and Class may be outstanding at
the same time; PROVIDED that there shall not at any time be more than a total
of ten (10) Eurodollar Revolving Borrowings outstanding.

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

                  SECTION 2.03. REQUESTS FOR REVOLVING BORROWINGS. To request
a Revolving Borrowing, the Borrower shall notify the Administrative Agent of
such request by telephone prior to 10:00 a.m., New York City time (a) three
Business Days before the date of the proposed Borrowing in the case of a
Eurodollar Borrowing or (b) one Business Day before the date of the proposed
Borrowing in the case of an ABR Borrowing. Each such telephonic Revolving
Borrowing Request shall be irrevocable and shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Revolving
Borrowing Request in a form approved by the Administrative Agent and signed
by the Borrower. Each such telephonic and written Revolving Borrowing Request
shall specify the following information in compliance with Section 2.02:

                             (i)  the aggregate amount of the requested
Borrowing;

                                  21
<PAGE>


                            (ii) the date of such Borrowing, which shall be a
Business Day;

                           (iii) whether such Borrowing is to be an ABR
Borrowing or a Eurodollar Borrowing;

                            (iv) in the case of a Eurodollar Borrowing, the
initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term "Interest Period"; and

                            (v) the location and number of the Borrower's
account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest
Period is specified with respect to any requested Eurodollar Revolving
Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration. Promptly following receipt of a Revolving
Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04. TERM LOANS. The Revolving Loans outstanding
at the close of business on the Revolving Credit Termination Date shall, at
the option of the Borrower by notice given to the Administrative Agent as
provided in Section 2.05, convert on such date into term loans (the "TERM
LOANS") to the Borrower. The Term Loans may from time to time be (a)
Eurodollar Loans, (b) ABR Loans or (c) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance with
Sections 2.05 and 2.08.

                  SECTION 2.05. PROCEDURE FOR TERM BORROWING. To request the
conversion of the Revolving Credit Loans to Term Loans as contemplated in
Section 2.04, the Borrower shall notify the Administrative Agent of such
request by telephone prior to 10:00 A.M., New York City time, (a) three
Business Days prior to the Revolving Credit Termination Date, if all or any
part of the Term Loans are to be initially Eurodollar Borrowing or (b) one
Business Day prior to the Revolving Credit Termination Date, otherwise. Such
telephonic Term Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a
written Term Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Term Borrowing
Request shall specify the following information in compliance with Section
2.02:

                                     22
<PAGE>


         (i) the aggregate amount of the requested conversion;

         (ii) the date of such conversion, which shall be a Business Day;

         (iii) whether after giving effect to such conversion, the
outstanding Term Loans are to consist of an ABR Borrowing or a Eurodollar
Borrowing, or a combination thereof; and

         (iv) in the case of a Eurodollar Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of the term "Interest Period".

If no election as to the Type of Term Loans is specified, then the requested
Term Loans shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Term Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration.
Promptly following receipt of a Term Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender's Loan converted as part of
the requested Borrowing. The aggregate principal amount of the Term Loans
shall be equal to the aggregate principal amount of the Revolving Loans then
outstanding and the Term Loans shall be made by conversion of such Revolving
Loans, without any payments being made by the Lenders.

                  SECTION 2.06. COMPETITIVE BID PROCEDURE. (a) Subject to the
terms and conditions set forth herein, from time to time during the
Availability Period the Borrower may request Competitive Bids and may (but
shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans; PROVIDED that the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive
Loans at any time shall not exceed the total Commitments. To request
Competitive Bids, the Borrower shall notify the Administrative Agent of such
request by telephone, in the case of a Eurodollar Borrowing, not later than
10:00 a.m., New York City time, four Business Days before the date of the
proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than
10:00 a.m., New York City time, one Business Day before the date of the
proposed Borrowing; PROVIDED that the Borrower may submit up to (but not more
than) two Competitive Bid Requests on the same day, but a Competitive Bid
Request shall not be made within five Business Days after the date of any
previous Competitive Bid Request, unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids
received in response thereto rejected. Each such telephonic Competitive Bid

                                     23
<PAGE>


Request shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Competitive Bid Request in a form approved
by the Administrative Agent and signed by the Borrower. Each such telephonic
and written Competitive Bid Request shall specify the following information
in compliance with Section 2.02:

                          (i)  the aggregate amount of the requested
Borrowing;

                          (ii) the date of such Borrowing, which shall be a
Business Day;

                          (iii) whether such Borrowing is to be a Eurodollar
Borrowing or a Fixed Rate Borrowing;

                          (iv) the Interest Period to be applicable to such
borrowing, which shall be a period contemplated by the definition of the term
"Interest Period";

                          (v) the location and number of the Borrower's
account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.07; and

                          (vi)  the maturity date of such Borrowing, which
shall not be less than seven or more than 364 days from the date of such
Borrowing and shall not be later than the Revolving Credit Termination Date.

Promptly following receipt of a Competitive Bid Request in accordance with
this Section, the Administrative Agent shall notify the Lenders of the
details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

                  (b) Each Lender may (but shall not have any obligation to)
make one or more Competitive Bids to the Borrower in response to a
Competitive Bid Request. Each Competitive Bid by a Lender must be
substantially in the form of Exhibit D and must be received by the
Administrative Agent by telecopy, in the case of a Eurodollar Competitive
Borrowing, not later than 9:30 a.m., New York City time, three Business Days
before the proposed date of such Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the
proposed date of such Competitive Borrowing. Competitive Bids that do not
conform substantially to the form of Exhibit D may be rejected by the
Administrative Agent, and the Administrative Agent shall notify the
applicable Lender as promptly as practicable. Each Competitive Bid shall
specify (i) the principal amount (which shall be a minimum of $5,000,000 and
an integral multiple of $1,000,000 and which may equal the entire principal

                                     24
<PAGE>

amount of the Competitive Borrowing requested by the Borrower) of the
Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such
Loan or Loans (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.

                  (c) The Administrative Agent shall promptly notify the
Borrower by telecopy of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall
have made such Competitive Bid.

                  (d) Subject only to the provisions of this paragraph, the
Borrower may accept or reject any Competitive Bid. The Borrower shall notify
the Administrative Agent by telephone, confirmed by telecopy in a form
approved by the Administrative Agent, whether and to what extent it has
decided to accept or reject each Competitive Bid, in the case of a Eurodollar
Competitive Borrowing, not later than 10:30 a.m., New York City time, three
Business Days before the date of the proposed Competitive Borrowing, and in
the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City
time, on the proposed date of the Competitive Borrowing; PROVIDED that (i)
the failure of the Borrower to give such notice shall be deemed to be a
rejection of each Competitive Bid, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if the Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified
in the related Competitive Bid Request, (iv) to the extent necessary to
comply with clause (iii) above, the Borrower may accept Competitive Bids at
the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro
rata in accordance with the amount of each such Competitive Bid, and (v)
except pursuant to clause (iv) above, no Competitive Bid shall be accepted
for a Competitive Loan unless such Competitive Loan is in a minimum principal
amount of $5,000,000 and an integral multiple of $1,000,000; PROVIDED FURTHER
that if a Competitive Loan must be in an amount less than $5,000,000 because
of the provisions of clause (iv) above, such Competitive Loan may be for a
minimum of $1,000,000 or any integral multiple thereof, and in calculating
the pro rata allocation of acceptances of portions of multiple Competitive
Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts
shall be rounded to integral multiples of $1,000,000 in a manner determined
by the Borrower. A notice given by the

                                     25
<PAGE>


Borrower pursuant to this paragraph shall be irrevocable.

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

                  (f) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to the Borrower at least one quarter of an hour earlier than the
time by which the other Lenders are required to submit their Competitive Bids
to the Administrative Agent pursuant to paragraph (b) of this Section.

                  SECTION 2.07. FUNDING OF BORROWINGS. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by
wire transfer of immediately available funds by 12:00 noon, New York City
time, to the account of the Administrative Agent most recently designated by
it for such purpose by notice to the Lenders. The Administrative Agent will
make such Loans available to the Borrower by promptly crediting the amounts
so received, in like funds, to an account of the Borrower maintained with the
Administrative Agent in New York City and designated by the Borrower in the
applicable Revolving Borrowing Request, Term Borrowing Request or Competitive
Bid Request.

                  (b) Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's
share of such Borrowing, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with paragraph (a)
of this Section and may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. In such event, if a Lender has not in
fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such
corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such
Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount

                                     26
<PAGE>


shall constitute such Lender's Loan included in such Borrowing.

                  SECTION 2.08. INTEREST ELECTIONS. (a) Each Revolving
Borrowing initially shall be of the Type specified in the applicable
Revolving Borrowing Request and, in the case of a Eurodollar Revolving
Borrowing, shall have an initial Interest Period as specified in such
Revolving Borrowing Request. Thereafter, the Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing and, in the
case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in
which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing. This Section shall not
apply to Competitive Borrowings, which may not be converted or continued.

                  (b) To make an election pursuant to this Section, the
Borrower shall notify the Administrative Agent of such election by telephone
by the time that a Revolving Borrowing Request would be required under
Section 2.03 if the Borrower were requesting a Revolving Borrowing of the
Type resulting from such election to be made on the effective date of such
election. Each such telephonic Interest Election Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                            (i) the Borrowing to which such Interest Election
Request applies and, if different options are being elected with respect to
different portions thereof, the portions thereof to be allocated to each
resulting Borrowing (in which case the information to be specified pursuant
to clauses (iii) and (iv) below shall be specified for each resulting
Borrowing);

                           (ii) the effective date of the election made
pursuant to such Interest Election Request, which shall be a Business Day;

                          (iii) whether the resulting Borrowing is to be an
ABR Borrowing or a Eurodollar Borrowing; and

                                     27
<PAGE>


                           (iv) if the resulting Borrowing is a Eurodollar
Borrowing, the Interest Period to be applicable thereto after giving effect
to such election, which shall be a period contemplated by the definition of
the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but
does not specify an Interest Period, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Revolving Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be continued as a Eurodollar Revolving Borrowing with an
Interest Period of one month. Notwithstanding any contrary provision hereof,
(a) if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Revolving Borrowing may be converted to or continued as a
Eurodollar Borrowing, (ii) no outstanding Term Borrowing may be converted to
a Eurodollar Borrowing and (iii) unless repaid, each Eurodollar Revolving
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto, and (b) no Revolving Loan or Term Loan may be
converted into or continued as a Eurodollar Borrowing after the date that is
one month or 30 days, respectively, prior to the Revolving Credit Termination
Date or the Termination Date, as the case may be.

                  SECTION 2.09.  TERMINATION AND REDUCTION OF COMMITMENTS.
(a)  Unless previously terminated, the Commitments shall terminate on the
Revolving Credit Termination Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments; PROVIDED that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000
and not less than $10,000,000 and (ii) the Borrower shall not terminate or
reduce the Commitments if, after giving effect to any concurrent prepayment
of the Loans in accordance with Section 2.11, the sum of the Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive
Loans would exceed the total Commitments.

                                     28
<PAGE>


                  (c) The Borrower shall notify the Administrative Agent of
any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by
the Borrower pursuant to this Section shall be irrevocable; PROVIDED that a
notice of termination of the Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the
Commitments shall be permanent. Termination of the Commitments shall also
terminate the obligation of the Lenders to make the Term Loans. Each
reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.

                  SECTION 2.10. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent
for the account of each Lender (i) the then unpaid principal amount of each
Revolving Loan on the Revolving Credit Termination Date (or such earlier date
on which the Revolving Loans become due and payable pursuant to Article VII),
(ii) the principal amount of the Term Loan of such Lender on the Termination
Date (or the then unpaid principal amount of such Term Loan, on the date that
the Term Loans become due and payable pursuant to Article VII), and (iii) the
then unpaid principal amount of each Competitive Loan on the last day of the
Interest Period applicable to such Loan (or such earlier date on which the
Competitive Loans become due and payable pursuant to Article VII).

                  (b) 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, including the
amounts of principal and interest payable and paid to such Lender from time
to time hereunder.

                  (c) The Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan made hereunder, the Class
and Type thereof and the Interest Period applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders
and each Lender's share thereof.

                                     29

<PAGE>


                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be PRIMA FACIE evidence of the
existence and amounts of the obligations recorded therein; PROVIDED that the
failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.

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

                  SECTION 2.11. PREPAYMENT OF LOANS. (a) The Borrower shall
have the right at any time and from time to time to prepay any Borrowing in
whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section; PROVIDED that the Borrower shall not have the right to prepay
any Competitive Loan without the prior consent of the Lender thereof.

                  (b) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case
of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of prepayment, or
(ii) in the case of prepayment of an ABR Revolving Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof
to be prepaid; PROVIDED that, if a notice of prepayment is given in
connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.09, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.09.
Promptly following receipt of any such notice relating to a Revolving
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an
amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the

                                     30
<PAGE>


Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.13. Amounts prepaid on
account of Term Loans may not be reborrowed.

                  SECTION 2.12. FEES. (a) Prior to conversion of Revolving
Loans into Term Loans pursuant to Section 2.04, the Borrower agrees to pay to
the Administrative Agent for the account of each Lender a facility fee, which
shall accrue at the Applicable Rate on the daily amount of the Commitment of
such Lender (whether used or unused), during the period from and including
the Closing Date to but excluding the date on which such Commitment
terminates; PROVIDED that, if such Lender continues to have any outstanding
Loans after its Commitment terminates and such Loans are not Term Loans that
have been converted from Revolving Loans pursuant to Section 2.04, then such
facility fee shall continue to accrue on the daily amount of such Lender's
outstanding Loans from and including the date on which its Commitment
terminates to but excluding the date on which such Lender ceases to have any
outstanding Loans. Accrued facility fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to
occur after the date hereof; PROVIDED that any facility fees accruing after
the date on which the Commitments terminate shall be payable on demand. All
facility fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

                  (b) Prior to conversion of Revolving Loans into Term Loans
pursuant to Section 2.04, the Borrower agrees to pay to the Administrative
Agent for the account of each Lender a utilization fee equal to 0.125% per
annum for each day on which the Commitment Utilization Percentage exceeds
50%, which fee shall accrue on the daily amount of such Lender's outstanding
Loans for each Excess Utilization Day during the period from and including
the day on which the Commitment Utilization Percentage exceeds 50% to but
excluding the day on which the Commitment Utilization Percentage no longer
exceeds 50%. Accrued utilization fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on
which the Commitments terminate, commencing on the first such date to occur
after the date hereof; PROVIDED that any utilization fees accruing after the
date on which the Commitments terminate shall be payable on demand. All
utilization fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).

                                     31
<PAGE>


                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates
due, in immediately available funds, to the Administrative Agent for
distribution, in the case of facility fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.

                  SECTION 2.13.  INTEREST.  (a)  The Loans comprising each
ABR Borrowing shall bear interest at a rate per annum equal to the Alternate
Base Rate plus the Applicable Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall
bear interest at a rate per annum equal to (i) in the case of a Eurodollar
Loan, the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate, or (ii) in the case of a Eurodollar
Competitive Loan, the LIBO Rate for the Interest Period in effect for such
Borrowing plus (or minus, as applicable) the Margin applicable to such Loan.

                  (c) Each Fixed Rate Loan shall bear interest at a rate per
annum equal to the Fixed Rate applicable to such Loan.

                  (d) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration
or otherwise, such overdue amount shall bear interest, after as well as
before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided above or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided above.

                  (e) Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan; PROVIDED that (i)
interest accrued pursuant to paragraph (d) of this Section shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Revolving Loan prior to the end of the
Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment, (iii)
in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion and (iv) all accrued
interest shall be payable upon termination of the Commitments.

                                     32
<PAGE>


                  (f) All interest hereunder shall be computed on the basis
of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
in a leap year), and in each case shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). The
applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

                  SECTION 2.14.  ALTERNATE RATE OF INTEREST.  If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

         (a) the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period; or

         (b) the Administrative Agent is advised by the Required Lenders (or,
in the case of a Eurodollar Competitive Loan, the Lender that is required to
make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period;

             then the Administrative Agent shall give notice thereof to the
Borrower and the Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist,
(i) any Interest Election Request that requests the conversion of any
Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurodollar Borrowing shall be ineffective, (ii) if any Revolving Borrowing
Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be
made as an ABR Borrowing and (iii) any request by the Borrower for a
Eurodollar Competitive Borrowing shall be ineffective; PROVIDED that (A) if
the circumstances giving rise to such notice do not affect all the Lenders,
then requests by the Borrower for Eurodollar Competitive Borrowings may be
made to Lenders that are not affected thereby and (B) if the circumstances
giving rise to such notice affect only one Type of Borrowings, then the other
Type of Borrowings shall be permitted.

                  SECTION 2.15.  INCREASED COSTS.  (a)  If any Change in Law
shall:

                                     33

<PAGE>

                          (i) impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets of, deposits with or
for the account of, or credit extended by, any Lender (except any such
reserve requirement reflected in the Adjusted LIBO Rate); or

                          (ii) impose on any Lender or the London interbank
market any other condition affecting this Agreement or Eurodollar Loans or
Fixed Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

                  (b) If any Lender determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's capital or on the capital of such Lender's
holding company, if any, as a consequence of this Agreement or the Loans made
hereunder, to a level below that which such Lender or such Lender's holding
company could have achieved but for such Change in Law (taking into
consideration such Lender's policies and the policies of such Lender's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender or such Lender's holding company for any such
reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the
case may be, as specified in paragraph (a) or (b) of this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; PROVIDED that the Borrower shall
not be required to compensate a Lender pursuant to this Section for any
increased costs or reductions incurred more than six months prior to the date
that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and

                                     34
<PAGE>


of such Lender's intention to claim compensation therefor; PROVIDED FURTHER
that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the six-month period referred to above shall be extended
to include the period of retroactive effect thereof.

                  (e) Notwithstanding the foregoing provisions of this
Section, a Lender shall not be entitled to compensation pursuant to this
Section in respect of any Competitive Loan if the Change in Law that would
otherwise entitle it to such compensation shall have been publicly announced
prior to submission of the Competitive Bid pursuant to which such Loan was
made.

                  SECTION 2.16. BREAK FUNDING PAYMENTS. In the event of (a)
the payment of any principal of any Eurodollar Loan or Fixed Rate Loan other
than on the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Revolving Loan or Term
Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable under Section
2.11(b) and is revoked in accordance herewith), (d) the failure to borrow any
Competitive Loan after accepting the Competitive Bid to make such Loan, or
(e) the assignment of any Eurodollar Loan or Fixed Rate Loan other than on
the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.19, then, in any such event,
the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, the loss to any
Lender attributable to any such event shall be deemed to include an amount
determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow,
convert or continue, the duration of the Interest Period that would have
resulted from such borrowing, conversion or continuation) if the interest
rate payable on such deposit were equal to the Adjusted LIBO Rate (in the
case of a Eurodollar Loan) for such Interest Period, over (ii) the amount of
interest that such Lender would earn on such principal amount for such period
if such Lender were to invest such principal amount for such period at the
interest rate that would be bid by such Lender (or an affiliate of such
Lender) for dollar deposits from other banks in the eurodollar market at the
commencement of such period. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to

                                     35
<PAGE>


receive pursuant to this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within 10 days after receipt
thereof.

                  SECTION 2.17. TAXES. (a) Any and all payments by or an
account of any obligation of the Borrower hereunder shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;
PROVIDED that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) 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) the Administrative Agent or Lender (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower
shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent
and each Lender within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative Agent or such Lender, as the
case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the
Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in
which the Borrower is located, or any treaty to which such jurisdiction is a

                                     36
<PAGE>


party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, 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.

                  SECTION 2.18. PAYMENTS GENERALLY; PRO RATA TREATMENT;
SHARING OF SET-OFFS. (a) The Borrower shall make each payment required to be
made by it hereunder (whether of principal, interest, fees, or under Section
2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on
the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent, c/o The
Loan and Agency Services Group at the address set forth in Section 9.01,
except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be
made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and,
in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension. All payments hereunder shall be
made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
to pay interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due
to such parties, and (ii) second, to pay principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off
or counterclaim or otherwise, obtain payment in respect of any principal of
or interest on any of its Revolving Loans or Term Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of
its Revolving Loans or Term Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in
the Revolving Loans or

                                     37

<PAGE>


Term Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with
the aggregate amount of principal of and accrued interest on their respective
Revolving Loans or Term Loans; PROVIDED that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). The
Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

                  (d) Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders the amount
due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender with interest
thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at
the Federal Funds Effective Rate.

                  (e) If any Lender shall fail to make any payment required
to be made by it pursuant to Section 2.07(b) or 2.18(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are
fully paid.

                  SECTION 2.19. MITIGATION OBLIGATIONS; REPLACEMENT OF
LENDERS. (a) If any Lender requests compensation under Section 2.15, or if
the Borrower is

                                     38

<PAGE>


required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if,
in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

                  (b) If any Lender requests compensation under Section 2.15,
or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section
2.17, or if any Lender defaults in its obligation to fund Loans hereunder,
then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement (other than any outstanding Competitive
Loans held by it) to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment);
PROVIDED that (i) the Borrower shall have received the prior written consent
of the Administrative Agent, which consent shall not unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans (other than Competitive Loans),
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation
or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

                  SECTION 2.20. NEW LENDERS; COMMITMENT INCREASES. (a) With
the consent of the Borrower and the Administrative Agent (which, in the case
of the Administrative Agent, shall not be unreasonably withheld), (i) one or
more additional banks or other

                                     39
<PAGE>


financial institutions may become a party to this Agreement by executing a
supplement hereto, in form and substance satisfactory to such bank or other
financial institution, the Borrower and the Administrative Agent, whereupon
such bank or other financial institution (a "New Lender") shall become a
Lender for all purposes hereof and to the same extent as if originally a
party hereto and shall be bound by and entitled to the benefits of this
Agreement, and Schedule 2.01 hereto shall be deemed to be amended to add the
name, address and Commitment of such New Lender and (ii) any Lender may
increase the amount of its Commitment by executing a supplement hereto, in
form and substance satisfactory to such Lender, the Borrower and the
Administrative Agent, whereupon such Lender shall be bound by and entitled to
the benefits of this Agreement with respect to the full amount of its
Commitment as so increased, and Schedule 2.01 hereto shall be deemed to be
amended to reflect such increase in the Commitment of such Lender. In no
event may the aggregate Commitments be increased above $330,000,000 pursuant
to any supplement described in this Section 2.20(a).

                  (b) If on the date upon which a bank or other financial
institution becomes a New Lender or upon which a Lender's Commitment is
changed pursuant to Section 2.20(a), any Revolving Loans are then
outstanding, the Borrower shall borrow Revolving Loans from such Lender in
such amount and with such Interest Period such that, after giving effect
thereto, the quotient of (x) the Revolving Loan of such Lender of each Type
and, in the case of Eurodollar Loans, with each Interest Period and (y) such
Lender's Commitment is equal to the corresponding comparable quotient of each
other Lender. Any Eurodollar Borrowing borrowed pursuant to the preceding
sentence shall bear interest at a rate equal to the respective interest rates
then applicable to the Eurodollar Revolving Loans of the other Lenders or
such other rate as may be agreed upon by the Borrower and such Lender.

                             ARTICLE III

                    REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. ORGANIZATION; POWERS. Each of the Borrower
and its Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite
power and authority to carry on its business as now conducted and, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified
to do business in, and is in good standing


                                     40
<PAGE>


in, every jurisdiction where such qualification is required.

                  SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. The
Transactions are within the Borrower's corporate powers and have been duly
authorized by all necessary corporate and, if required, stockholder action.
This Agreement has been duly executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors'
rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.

                  SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such
as have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of its Subsidiaries or any
order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument binding upon the
Borrower or any of its Subsidiaries or its assets, or give rise to a right
thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries.

                  SECTION 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE
EFFECT. (a) The Borrower has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the fiscal years ended 1997 and 1998, reported
on by KPMG LLP, independent public accountants, and (ii) as of and for the
fiscal quarters and the portion of the fiscal year ended March 31, 1999 and
June 30, 1999, certified by its principal accounting officer. Such financial
statements present fairly, in all material respects, the financial position
and results of operations and cash flows of the Borrower and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the
case of the statements referred to in clause (ii) above. The Borrower and its
Subsidiaries do not have any material Guarantees, contingent liabilities and
liabilities for taxes, or any long-term leases or unusual forward or
long-term commitments, including any interest rate or foreign currency swap
or exchange transaction or other obligation in respect of derivatives, that
are not

                                      41
<PAGE>

reflected in the most recent financial statements referred to in this paragraph.

     (b) Since December 31, 1998, there has been no event, development or
circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.

     SECTION 3.05. PROPERTIES. (a) Each of the Borrower and its Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal
property material to its business, and none of such property is subject to any
Lien except as permitted by Section 6.03.

     (b) Each of the Borrower and its Subsidiaries owns, or is licensed to use,
all trademarks, tradenames, copyrights, patents and other intellectual property
material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

     (b) Except for the Disclosed Matters and except with respect to any other
matters that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, neither the Borrower nor any of its
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

     (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.


                                       42
<PAGE>

     SECTION 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS. Each of the Borrower and
its Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments (including any material investment advisory or
management agreements) binding upon it or its property, except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

     SECTION 3.08. INVESTMENT AND HOLDING COMPANY STATUS. (a) Neither the
Borrower nor any of its Subsidiaries is (i) an "investment company", or a
company "controlled" by an "investment company", each as defined in, or subject
to regulation under, the Investment Company Act of 1940, or (ii) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935. Except for net capital and other requirements
imposed on registered broker-dealers, neither the Borrower nor any of its
Subsidiaries is subject to any regulation under any Requirement of Law (other
than Regulation X of the Board) that limits its ability to incur Indebtedness.

     (b) The Borrower and each Subsidiary of the Borrower which is engaged in
investment advisory or investment management activities is, and at all times
will be, duly registered as an investment adviser as and to the extent required
under the Investment Advisers Act of 1940, as amended; and each Subsidiary of
the Borrower which is engaged in broker-dealer business is, and at all times
will be, duly registered as a broker-dealer as and to the extent required under
the Securities Exchange Act of 1934, as amended, and, as and to the extent
required, is, and at all times will be, a member in good standing of the
National Association of Securities Dealers, Inc.

     SECTION 3.09. TAXES. Each of the Borrower and its Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by
it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, has
set aside on its books adequate reserves or (b) to the extent that the failure
to do so could not reasonably be expected to result in a Material Adverse
Effect.

     SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions


                                       43
<PAGE>

used for purposes of Statement of Financial Accounting Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $5,000,000 the fair market value of the assets of
such Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$10,000,000 the fair market value of the assets of all such underfunded Plans.

     SECTION 3.11. DISCLOSURE. The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. None of the reports, financial statements, certificates
or other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; PROVIDED that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

     SECTION 3.12. NO DEFAULT. Neither the Borrower nor any of its Subsidiaries
is in default under or with respect to any of its Contractual Obligations in any
respect that could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

     SECTION 3.13. SUBSIDIARIES. Except as disclosed to the Administrative Agent
by the Borrower in writing from time to time after the Closing Date, (a)
Schedule 3.13 sets forth the name and jurisdiction of incorporation of each
Subsidiary and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by the Borrower and (b) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options or restricted stock granted to employees
or directors and directors' qualifying shares) of any nature relating to any
Capital Stock of the Borrower or any Subsidiary.

     SECTION 3.14. FEDERAL REGULATIONS. No part of the proceeds of any Loans
will be used for "buying" or "carrying" any "margin stock" within the respective


                                       44
<PAGE>

meanings of each of the quoted terms under Regulation U as now and from time to
time hereafter in effect in any manner that violates the provisions of the
Regulations of the Board or for any other purpose that violates the provisions
of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U. No more than 25% of the consolidated assets of the Borrower and
its Subsidiaries (excluding treasury shares) consists of margin stock under
Regulation U as now and from time to time hereafter in effect.

     SECTION 3.15. YEAR 2000 MATTERS. Any reprogramming required to permit the
proper functioning (but only to the extent that such proper functioning would
otherwise be impaired by the occurrence of the year 2000) in and following the
year 2000 of computer systems and other equipment containing embedded
microchips, in either case owned or operated by the Borrower or any of its
Subsidiaries or used or relied upon in the conduct of their business (including
any such systems and other equipment supplied by others or with which the
computer systems of the Borrower or any of its Subsidiaries interface), and the
testing of all such systems and other equipment as so reprogrammed, has been
completed. The costs to the Borrower and its Subsidiaries for the reasonably
foreseeable consequences to them of any improper functioning of other computer
systems and equipment containing embedded microchips due to the occurrence of
the year 2000 could not reasonably be expected to result in a Default or Event
of Default or to have a Material Adverse Effect. The computer systems of the
Borrower and its Subsidiaries are and, with ordinary course upgrading and
maintenance, will continue for the term of this Agreement to be, sufficient for
the conduct of their business as currently conducted.

     SECTION 3.16. NO BURDENSOME RESTRICTIONS. No Requirement of Law or
Contractual Obligation of the Borrower could reasonably be expected to have a
Material Adverse Effect.

                                   ARTICLE IV

                                   CONDITIONS

     SECTION 4.01. EFFECTIVE DATE. The obligations of the Lenders to make Loans
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

     (a) The Administrative Agent (or its counsel) shall have received from each
party hereto either (i)


                                       45
<PAGE>

a counterpart of this Agreement signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission of a signed signature page of this Agreement)
that such party has signed a counterpart of this Agreement.

     (b) The Administrative Agent shall have received a favorable written
opinion (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of the General Counsel of the Borrower, substantially in the
form of Exhibit B, and covering such other matters relating to the Borrower,
this Agreement or the Transactions as the Required Lenders shall reasonably
request. The Borrower hereby requests such counsel to deliver such opinion.

     (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the Borrower, the
authorization of the Transactions and any other legal matters relating to the
Borrower, this Agreement or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.

     (d) The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02 without giving effect to the
parenthetical set forth in paragraph (a) of Section 4.02.

     (e) The Administrative Agent shall have received evidence satisfactory to
it that simultaneously with the making of the initial Loans on the Closing Date,
the Borrower will have repaid in full all amounts outstanding under the Existing
Credit Agreement and the commitments of the lenders under the Existing Credit
Agreement will have been terminated, and the Administrative Agent shall have
received the promissory notes issued under the Existing Credit Agreement marked
"cancelled."

     (f) The Administrative Agent shall have received all fees and other amounts
due and payable on or prior to the Effective Date, including, to the extent
invoiced, reimbursement or payment of all reasonable out-of-pocket expenses
required to be reimbursed or paid by the Borrower hereunder.

     (g) All governmental and third party approvals necessary in connection with
the continuing operations of the Borrower and its Subsidiaries and the
transactions contemplated hereby shall have been obtained and be in full force
and effect, and all


                                       46
<PAGE>

applicable waiting periods shall have expired without any action being taken or
threatened by any competent authority that would restrain, prevent or otherwise
impose adverse conditions on the financing contemplated hereby.

     (h) The Lenders shall have received (i) audited consolidated financial
statements of the Borrower for the 1997 and 1998 fiscal years and (ii) unaudited
interim consolidated financial statements of the Borrower for each quarterly
period ended subsequent to the date of the latest applicable financial
statements delivered pursuant to clause (i) of this paragraph as to which such
financial statements are available, and such financial statements shall not, in
the reasonable judgment of the Lenders, reflect any material adverse change in
the consolidated financial condition of the Borrower, as reflected in the
financial statements or projections contained in the Confidential Information
Memorandum.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on
October 14, 1999 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

     SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender to make a
Loan on the occasion of any Borrowing (including, without limitation, its
initial Loan) is subject to the satisfaction of the following conditions:

     (a) The representations and warranties of the Borrower set forth in this
Agreement (with the exception of the representation and warranty contained in
Section 3.04(b)) shall be true and correct on and as of the date of such
Borrowing.

     (b) At the time of and immediately after giving effect to such Borrowing,
no Default shall have occurred and be continuing.

Each Borrowing, the conversion of the Revolving Loans into Term Loans pursuant
to Sections 2.04 and 2.05, and the increase of the aggregate Commitments
pursuant to Section 2.20, shall be deemed to constitute a representation and
warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section, PROVIDED that (i) such conversion of the
Revolving Loans into Term Loans and (ii) such increase of the aggregate
Commitments shall also be deemed to constitute a representation and


                                       47
<PAGE>

warranty by the Borrower that the matters specified in Section 3.04(b) are true
and correct on and as of the date thereof.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

     Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid in
full, the Borrower covenants and agrees with the Lenders that:

     SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Borrower will
furnish to the Administrative Agent and each Lender:

     (a) within 90 days after the end of each fiscal year of the Borrower, the
annual report of the Borrower on Form 10-K filed by the Borrower with the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all of the functions of said Commission;

     (b) within 45 days after the end of each of the first three fiscal quarters
of each fiscal year of the Borrower, the quarterly report of the Borrower on
Form 10-Q filed by the Borrower with the Securities and Exchange Commission, or
any Governmental Authority succeeding to any or all of the functions of said
Commission;

     (c) concurrently with any delivery of financial statements under clause (a)
or (b) above, a certificate of a Financial Officer of the Borrower (i)
certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 6.01 and (iii) stating whether any change
in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.04 and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate;

     (d) promptly after the same become publicly available, copies of all annual
reports on Form 10-K, quarterly reports on Form 10-Q and all reports on Form
8-K, and all proxy statements, filed by the Borrower or any Subsidiary with the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all of the functions of said Commission, or with any national securities
exchange, or distributed by the Borrower to its shareholders generally, as the
case may be;


                                       48
<PAGE>

     (e) after the end of each calendar month, (A) a schedule of the Net Asset
Value of the investment companies and accounts managed by the Borrower and its
Subsidiaries on the last day of such calendar month and certain other
information, substantially in the form of Exhibit C and (B) a schedule showing
the calculation of the Aggregate Revenue Base as of the end of such calendar
month, and an analysis of changes from the preceding calendar month,
substantially in the form of Exhibit C-2, or in such other form as may be
reasonably satisfactory to the Administrative Agent; and

     (f) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement, as
the Administrative Agent or any Lender may reasonably request.

     SECTION 5.02. NOTICES OF MATERIAL EVENTS. The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:

     (a) the occurrence of any Default;

     (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the
Borrower or any Affiliate thereof that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect;

     (c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower and its Subsidiaries in an aggregate amount exceeding
$5,000,000;

     (d) any suspension or termination of the registration of the Borrower or
any of its Subsidiaries as an investment adviser under the Investment Advisers
Act of 1940, as amended, or any cancellation or expiration without renewal of
any material investment advisory agreement or similar contract to which the
Borrower or any of its Subsidiaries is a party; and

     (e) any other development that results in, or could reasonably be expected
to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.


                                       49
<PAGE>

     SECTION 5.03. EXISTENCE; CONDUCT OF BUSINESS. The Borrower will, and will
cause each of its Subsidiaries to, (a) do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; PROVIDED that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.04, and (b) comply with all Contractual Obligations and Requirements of Law
except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

     SECTION 5.04. PAYMENT OF OBLIGATIONS. The Borrower will, and will cause
each of its Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Effect before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

     SECTION 5.05. MAINTENANCE OF PROPERTIES; INSURANCE. The Borrower will, and
will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

     SECTION 5.06. BOOKS AND RECORDS; INSPECTION RIGHTS. The Borrower will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.

     SECTION 5.07. COMPLIANCE WITH LAWS. The Borrower will, and will cause each
of its Subsidiaries to, comply with all laws, rules, regulations and orders of
any Governmental Authority applicable to it or its


                                       50

<PAGE>

property and maintain all registrations and memberships with any Governmental
Authority, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

     SECTION 5.08. USE OF PROCEEDS. The proceeds of the Loans will be used to
finance the payment by the Borrower of outstanding Indebtedness under the
Existing Credit Agreement, to pay related fees and expenses and for general
corporate purposes, including but not limited (i) to repurchase shares of the
Borrower's Class A and Class B Common Stock and (ii) to consummate Permitted
Acquisitions. No part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations U and X.

     SECTION 5.09. ENVIRONMENTAL LAWS. The Borrower will, and will cause each of
its Subsidiaries to, (a) comply in all material respects with all applicable
Environmental Laws, and obtain and comply in all material respects with and
maintain any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws, and (b) conduct and complete
all investigations, studies, sampling and testing, and all remedial, removal and
other actions required under Environmental Laws and promptly comply in all
material respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws, except in each case to the extent that
non-compliance therewith could not reasonably be expected to result in a
Material Adverse Effect.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

     Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full, the
Borrower covenants and agrees with the Lenders that:

     SECTION 6.01. FINANCIAL CONDITION COVENANTS.

     (a) CONSOLIDATED LEVERAGE RATIO. The Borrower shall not permit the
Consolidated Leverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Borrower ending with any fiscal quarter to equal or
exceed the ratio of 3.0 to 1.0.

     (b) CONSOLIDATED INTEREST COVERAGE RATIO. The Borrower shall not permit the
Consolidated Interest


                                       51
<PAGE>

Coverage Ratio for any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter to be less than or equal
to the ratio of 4.0 to 1.0.

     SECTION 6.02. INDEBTEDNESS. The Borrower will not permit any Subsidiary to
create, incur, assume or permit to exist any Indebtedness, except:

     (a) Indebtedness existing on the date hereof and set forth in Schedule
6.02, but not any extensions, renewals or replacements of any such Indebtedness
and without increasing, or shortening the maturity of, the principal amount
thereof;

     (b) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary;

     (c) Guarantees by any Subsidiary of Indebtedness of the Borrower or any
other Subsidiary;

     (d) Indebtedness of any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital
Lease Obligations and any Indebtedness assumed in connection with the
acquisition of any such assets or secured by a Lien on any such assets prior to
the acquisition thereof, and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof;
PROVIDED that (i) such Indebtedness is incurred prior to or within 90 days after
such acquisition or the completion of such construction or improvement and (ii)
the aggregate principal amount of Indebtedness permitted by this clause (d)
shall not exceed $10,000,000 at any time outstanding;

     (e) Indebtedness of any Person that becomes a Subsidiary after the date
hereof; PROVIDED that such Indebtedness exists at the time such Person becomes a
Subsidiary and is not created in contemplation of or in connection with such
Person becoming a Subsidiary;

     (f) Indebtedness of any Subsidiary as an account party in respect of trade
letters of credit; and

     (g) other unsecured Indebtedness in an aggregate principal amount not
exceeding $25,000,000 at any time outstanding.

     SECTION 6.03. LIENS. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:


                                       52
<PAGE>

     (a) Permitted Encumbrances;

     (b) any Lien on any property or asset of the Borrower or any Subsidiary
existing on the date hereof and set forth in Schedule 6.03; PROVIDED that (i)
such Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof;

     (c) any Lien existing on any property or asset prior to the acquisition
thereof by the Borrower or any Subsidiary or existing on any property or asset
of any Person that becomes a Subsidiary after the date hereof prior to the time
such Person becomes a Subsidiary; PROVIDED that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming
a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other
property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition
or the date such Person becomes a Subsidiary, as the case may be; and

     (d) Liens on property, plant and equipment acquired, constructed or
improved by the Borrower or any Subsidiary; PROVIDED that (i) such security
interests secure Indebtedness permitted by clause (d) of Section 6.02, (ii) such
security interests and the Indebtedness secured thereby are incurred prior to or
within 90 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed 70% of the
cost of acquiring, constructing or improving such property, plant and equipment
and (iv) such security interests shall not apply to any other property or assets
of the Borrower or any Subsidiary.

     SECTION 6.04. FUNDAMENTAL CHANGES. (a) The Borrower will not, and will not
permit any Subsidiary to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or sell, transfer,
lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of its assets, or all or substantially
all of the stock of any of its Subsidiaries (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any other Person, including a Subsidiary, may
merge into the Borrower in a transaction in which the Borrower is the surviving
corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction
in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell,
transfer, lease or otherwise dispose of its assets to


                                       53
<PAGE>

the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or
dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders, and (v) the Borrower may merge into or
consolidate with another Person in a transaction in which such other Person is
the surviving entity if such other Person is organized and validly existing
under the laws of the United States or any State thereof and by operation of law
or otherwise assumes all obligations of the Borrower hereunder and such
assumption is evidenced by an opinion of counsel to such other Person
satisfactory in form and substance to the Administrative Agent; PROVIDED that
any such merger involving a Person that is not a wholly owned Subsidiary
immediately prior to such merger shall not be permitted unless also permitted by
Section 6.05.

     (b) The Borrower will not, and will not permit any of its Subsidiaries to,
engage to any material extent in any business other than businesses of the type
conducted by the Borrower and its Subsidiaries on the date of execution of this
Agreement and businesses reasonably related thereto.

     SECTION 6.05. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS;
HEDGING AGREEMENTS. (a) The Borrower will not, and will not permit any of its
Subsidiaries to, purchase, hold or acquire (including pursuant to any merger
with any Person that was not a wholly owned Subsidiary prior to such merger) any
capital stock, evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit, except:

     (i)  Permitted Investments;

     (ii) investments by the Borrower existing on the date hereof in the capital
stock of its Subsidiaries;

     (iii) loans or advances made by the Borrower to any Subsidiary and made by
any Subsidiary to the Borrower or any other Subsidiary;

     (iv) Guarantees constituting Indebtedness permitted by Section 6.02;

     (v)  Permitted Acquisitions; and


                                       54
<PAGE>

     (vi) other investments in an aggregate principal amount not exceeding
$20,000,000 at any time outstanding.

     (b)  The Borrower will not, and will not permit any of its Subsidiaries to,
enter into any Hedging Agreement, other than Hedging Agreements entered into in
the ordinary course of business to hedge or mitigate risks to which the Borrower
or any Subsidiary is exposed in the conduct of its business or the management of
its liabilities.

     SECTION 6.06. RESTRICTED PAYMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except (a) the Borrower or any
of its Subsidiaries may declare and pay dividends with respect to its capital
stock provided that, in the case of any such declaration or payment by the
Borrower, no Default or Event of Default has occurred or is continuing or would
result therefrom, (b) the Borrower may make Restricted Payments pursuant to and
in accordance with stock option plans or other benefit plans for management or
employees of the Borrower and its Subsidiaries and (c) the Borrower may, in
addition to the foregoing, repurchase shares of the Borrower's Class A and Class
B Common Stock, PROVIDED that such repurchases are not made with the proceeds of
debt financings other than under this Agreement.

     SECTION 6.07. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will
not permit any of its Subsidiaries to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) in the ordinary course of business at prices and on terms
and conditions not less favorable to the Borrower or such Subsidiary than could
be obtained on an arm's-length basis from unrelated third parties, (b)
transactions between or among the Borrower and its wholly owned Subsidiaries not
involving any other Affiliate and (c) any Restricted Payment permitted by
Section 6.06.

     SECTION 6.08. RESTRICTIVE AGREEMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or
(b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to the Borrower or any other Subsidiary or to Guarantee


                                       55
<PAGE>

Indebtedness of the Borrower or any other Subsidiary; PROVIDED that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
this Agreement, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.08 (but shall
apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such restriction or condition), (iii) the foregoing shall not
apply to customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v) clause
(a) of the foregoing shall not apply to customary provisions in leases
restricting the assignment thereof.

     SECTION 6.09. CAPITAL EXPENDITURES. The Borrower will not, and will not
permit any of its Subsidiaries to, make or commit to make any Capital
Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries in
the ordinary course of business not exceeding $25,000,000 in the aggregate from
the date hereof.

     SECTION 6.10. SALES AND LEASEBACKS. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any arrangement with any Person
providing for the leasing by the Borrower or any Subsidiary of real or personal
property that has been or is to be sold or transferred by the Borrower or such
Subsidiary to such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such property or rental
obligations of the Borrower or such Subsidiary (a SALE/LEASEBACK TRANSACTION),
except Sale/Leaseback Transactions entered into with respect to the real
property listed on Schedule 6.10.

     SECTION 6.11. CHANGES IN FISCAL PERIODS. The Borrower will not permit the
fiscal year of the Borrower to end on a day other than December 31 or change the
Borrower's method of determining fiscal quarters.

     SECTION 6.12. NEGATIVE PLEDGE CLAUSES. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of the Borrower or
any of its Subsidiaries to create, incur, assume or suffer to exist any Lien
upon any of its property or revenues, whether now owned


                                       56
<PAGE>

or hereafter acquired, to secure its obligations under this Agreement other than
(a) this Agreement and (b) any agreements governing any purchase money Liens or
Capital Lease Obligations otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby).

     SECTION 6.13. OPTIONAL PAYMENTS AND MODIFICATIONS OF CERTAIN DEBT
INSTRUMENTS. The Borrower will not permit any of its Subsidiaries to make or
offer to make any optional or voluntary payment, prepayment, repurchase or
redemption of or otherwise optionally or voluntarily defease any Indebtedness,
or amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to, any of the terms relating to
the payment or prepayment of principal of or interest on, any such Indebtedness
(other than any such amendment, modification, waiver or other change that would
extend the maturity or reduce the amount of any payment of principal thereof or
reduce the rate or extend any date for payment of interest thereon).


                                   ARTICLE VII

                                EVENTS OF DEFAULT

     If any of the following events ("EVENTS OF DEFAULT") shall occur:

     (a) the Borrower shall fail to pay any principal of any Loan when and as
the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment thereof or otherwise;

     (b) the Borrower shall fail to pay any interest on any Loan or any fee or
any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of five days;

     (c) any representation or warranty made or deemed made by or on behalf of
the Borrower or any Subsidiary in or in connection with this Agreement or any
amendment or modification hereof, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this
Agreement or any amendment or modification hereof, shall prove to have been
materially incorrect when made or deemed made;

     (d) the Borrower shall fail to observe or perform any covenant, condition
or agreement contained in Section 5.02, 5.03 (with respect to the Borrower's
existence) or 5.08 or in Article VI;


                                       57
<PAGE>

     (e) the Borrower shall fail to observe or perform any covenant, condition
or agreement contained in this Agreement (other than those specified in clause
(a), (b) or (d) of this Article), and such failure shall continue unremedied for
a period of 30 days after notice thereof from the Administrative Agent (given at
the request of any Lender) to the Borrower;

     (f) the Borrower or any Subsidiary shall fail to make any payment (whether
of principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable;

     (g) any event or condition occurs that results in any Material Indebtedness
becoming due prior to its scheduled maturity or that enables or permits (with or
without the giving of notice, the lapse of time or both) the holder or holders
of any Material Indebtedness or any trustee or agent on its or their behalf to
cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
PROVIDED that this clause (g) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness;

     (h) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed seeking (i) liquidation, reorganization or other relief in
respect of the Borrower or any Subsidiary or its debts, or of a substantial part
of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing shall be
entered;

     (i) the Borrower or any Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a petition
filed against it in any such


                                       58
<PAGE>

proceeding, (v) make a general assignment for the benefit of creditors or (vi)
take any action for the purpose of effecting any of the foregoing;

     (j) the Borrower or any Subsidiary shall become unable, admit in writing or
fail generally to pay its debts as they become due;

     (k) one or more judgments for the payment of money in an aggregate amount
in excess of $5,000,000 shall be rendered against the Borrower, any Subsidiary
or any combination thereof and the same shall remain undischarged for a period
of 30 consecutive days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of the Borrower or any Subsidiary to enforce any such judgment;

     (l) an ERISA Event shall have occurred that, in the opinion of the Required
Lenders, when taken together with all other ERISA Events that have occurred,
could reasonably be expected to result in a Material Adverse Effect; or

     (m) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.


                                       59
<PAGE>

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

     Except as provided below, each of the Lenders hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

     The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

     The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
in the absence of its own gross negligence or wilful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made by any other Person in or in connection with this Agreement,
(ii) the contents of any certificate, report or other document delivered by any
other Person hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness (other than its
own due execution) or genuineness of this Agreement or any other agreement,
instrument or document, or (v) the


                                       60
<PAGE>

satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

     The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing reasonably believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

     The Administrative Agent may perform any and all its duties and exercise
its rights and powers through Related Parties of the Administrative Agent. The
exculpatory provisions of the preceding paragraphs shall apply to the Related
Parties of the Administrative Agent, and shall apply to their activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.

     Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article


                                       61
<PAGE>

and Section 9.03 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Administrative
Agent.

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


                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

     (a) if to the Borrower, to it at 6300 Lamar Avenue, Shawnee Mission, Kansas
66202, Attention of John Sundeen (Telecopy No. (913) 236-1799);

     (b) if to the Administrative Agent, to The Chase Manhattan Bank, c/o The
Loan and Agency Services Group, 1 Chase Manhattan Plaza, 8th Floor, New York,
New York 10081, Attention of Laura Rebecca (Telecopy No. (212) 552-7490), with a
copy to Chase Securities Inc., 270 Park Avenue, New York, New York 10017,
Attention of David Stawik (Telecopy No. (212) 270-1789); and

     (c) if to any other Lender, to it at its address (or telecopy number) set
forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

     SECTION 9.02. WAIVERS; AMENDMENTS. (a) No failure or delay by the
Administrative Agent or any


                                       62
<PAGE>

Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

     (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; PROVIDED that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v)
increase the aggregate Commitments above $330,000,000, without the written
consent of each Lender, or (vi) change any of the provisions of this Section or
the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; PROVIDED FURTHER that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent.

     SECTION 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) The Borrower shall
pay (i) all


                                       63
<PAGE>

reasonable, documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates in amounts previously agreed to in writing and the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated) and (ii) all
out-of-pocket expenses incurred by the Administrative Agent or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made, including in
connection with any workout, restructuring or negotiations in respect thereof.

     (b) The Borrower shall indemnify the Administrative Agent and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being
called an "INDEMNITEE") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities, costs and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities, costs or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.

     (c) To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender's Applicable Percentage (determined as of the time that the


                                       64
<PAGE>

applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; PROVIDED that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent in its capacity as such.

     (d) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof.

     (e) All amounts due under this Section shall be payable not later than 5
days after written demand therefor.

     SECTION 9.04. SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

     (b) Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); PROVIDED that (i) except in
the case of an assignment to a Lender or an Affiliate of a Lender, each of the
Borrower and the Administrative Agent must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld), (ii) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender's Commitment,
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as


                                       65
<PAGE>

an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not apply
to rights in respect of outstanding Competitive Loans, (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500 (the
obligation to pay such fee to be shared equally by the assignor and assignee),
and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; PROVIDED FURTHER that any
consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (h) or (i) of Article VII has
occurred and is continuing. Upon acceptance and recording pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance, the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

     (c) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.

     (d) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this


                                       66
<PAGE>

Section, the Administrative Agent shall accept such Assignment and Acceptance
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

     (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "PARTICIPANT") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); PROVIDED that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; PROVIDED that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.

     (f) A Participant shall not be entitled to receive any greater payment
under Section 2.15 or 2.17 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as
though it were a Lender.

     (g) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any such pledge or assignment to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security


                                       67
<PAGE>

interest; PROVIDED that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such assignee for such Lender as a party hereto.

     SECTION 9.05. SURVIVAL. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

     SECTION 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

     SECTION 9.07. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such


                                       68
<PAGE>

invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     SECTION 9.08. RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of the Borrower against any of and all the obligations of
the Borrower now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

     SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York.

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

     (c) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating


                                       69
<PAGE>

to this Agreement in any court referred to in paragraph (b) of this Section.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

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

     SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION 9.11. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

     SECTION 9.12. CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or


                                       70
<PAGE>

(h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, "INFORMATION" means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; PROVIDED that, in the case of information received
from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

     SECTION 9.13. INTEREST RATE LIMITATION. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the "CHARGES"), shall exceed the maximum
lawful rate (the "MAXIMUM RATE") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.


                                       71
<PAGE>

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


                                           WADDELL & REED FINANCIAL, INC.,

                                                by
                                                     /s/ Keith A. Tucker
                                                     -------------------
                                                Name:  Keith A. Tucker
                                                Title: Chairman and
                                                       Chief Financial
                                                       Officer

                                           THE CHASE MANHATTAN BANK,
                                           individually and as
                                           Administrative Agent,

                                                by
                                                     /s/ Gail Weiss
                                                     --------------
                                                Name:  Gail Weiss
                                                Title: Vice President


                                           DEUTSCHE BANK AG
                                           NEW YORK BRANCH

                                                by
                                                     /s/ Alan Krouk
                                                     --------------
                                                Name:  Alan Krouk
                                                Title: Assistant Vice
                                                       President

                                                by
                                                     /s/ John S. McGill
                                                     ------------------
                                                Name:  John S. McGill
                                                Title: Director

                                           BANK OF AMERICA, NA

                                                by
                                                     /s/ John L. D'Amico
                                                     -------------------
                                                Name:  John L. D'Amico
                                                Title: Principal

                                           THE BANK OF NEW YORK

                                                by
                                                     /s/ Joseph A. Blanchard
                                                     -----------------------
                                                Name:  Joseph A. Blanchard
                                                Title: Vice President


                                       72
<PAGE>

                                           BANQUE NATIONALE DE PARIS

                                                by
                                                     /s/ Laurent Vanderzyppe
                                                     -----------------------
                                                Name:  Laurent Vanderzyppe
                                                Title: Vice President

                                                by
                                                     /s/ Marguerite L. Lebon
                                                     -----------------------
                                                Name:  Marguerite L. Lebon
                                                Title: Assistant Vice
                                                       President

                                           FLEET NATIONAL BANK

                                                by
                                                     /s/ David A. Bosselait
                                                     ----------------------
                                                Name:  David A. Bosselait
                                                Title: Vice President

                                           STATE STREET BANK AND TRUST
                                           COMPANY

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


                                       73
<PAGE>

                                             UMB BANK, N.A.

                                                  by
                                                       /s/ David A. Proffitt
                                                       ---------------------
                                                  Name:  David A. Proffitt
                                                  Title: Senior Vice
                                                         President


                                       74
<PAGE>

                                  SCHEDULE 2.01

                                   COMMITMENTS


<TABLE>
<CAPTION>
=================================================================
                Lender                                Commitment
-----------------------------------------------------------------
<S>                                                   <C>
The Chase Manhattan Bank                              $35,000,000
-----------------------------------------------------------------
Deutsche Bank AG - New York Branch                    $35,000,000
-----------------------------------------------------------------
Bank of America, NA                                   $35,000,000
-----------------------------------------------------------------
Fleet National Bank                                   $35,000,000
-----------------------------------------------------------------
The Bank of New York                                  $25,000,000
-----------------------------------------------------------------
UMB Bank, n.a.                                        $25,000,000
-----------------------------------------------------------------
Banque Nationale de Paris (New York)                  $15,000,000
-----------------------------------------------------------------
State Street Bank and Trust Company                   $15,000,000
=================================================================
</TABLE>


                                       75
<PAGE>

                                  SCHEDULE 3.06

                                DISCLOSED MATTERS


                                      None


                                       76
<PAGE>

                                  SCHEDULE 3.13

                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                                             Jurisdiction             % of Capital Stock
Name                                         of Incorporation         Owned by Borrower(1)
----                                         ----------------         --------------------
<S>                                          <C>                      <C>
Waddell & Reed Financial Services, Inc.      Missouri                 100%

Waddell & Reed Development, Inc.             Delaware                 100%

Waddell & Reed, Inc.                         Delaware                 100%

Waddell & Reed Investment                    Kansas                   100%
  Management Company

Waddell & Reed Services Company              Missouri                 100%

Waddell & Reed Leasing, Inc.                 Missouri                 100%

Waddell & Reed Distributors, Inc.            Missouri                 100%

W & R Insurance Agency, Inc.                 Missouri                 100%

W & R Insurance Agency of Alabama, Inc.      Alabama                  100%

W & R Insurance Agency of Arkansas, Inc.     Arkansas                 100%

W & R Insurance Agency of
  Massachusetts, Inc.                        Massachusetts            100%

W & R Insurance Agency of Montana, Inc.      Montana                  100%

W & R Insurance Agency of Nevada, Inc.       Nevada                   100%

W & R Insurance Agency of Utah, Inc.         Utah                     100%

W & R Insurance Agency of Wyoming, Inc.      Wyoming                  100%

Unicon Agency, Inc.                          New York                 100%

Unicon Insurance Agency of                   Massachusetts            100%
  Massachusetts, Inc.

Fiduciary Trust Company of New Hampshire     New Hampshire             99.88%(2)

Austin, Calvert & Flavin, Inc.               Texas                    100%

Encino Partners, L.P.                        Texas                    General Partner
</TABLE>

----------
     (1)  Owned directly or indirectly through one or more wholly-owned
          subsidiaries.
     (2)  Waddell & Reed, Inc. owns 21,175 shares. 25 qualifying shares are
          owned PRO RATA by the five directors.


                                       77

<PAGE>

                                  SCHEDULE 6.02

                              EXISTING INDEBTEDNESS


                                      None


                                       78
<PAGE>

                                  SCHEDULE 6.03

                                 EXISTING LIENS


                                      None


                                       79
<PAGE>

                                  SCHEDULE 6.08

                              EXISTING RESTRICTIONS


                                      None


                                       80
<PAGE>

                                  SCHEDULE 6.10

                            SALE/LEASEBACK PROPERTIES


1.        6300 Lamar Avenue, Overland Park, Kansas

2.        6310 Lamar Avenue, Overland Park, Kansas

3.        6320 Lamar Avenue, Overland Park, Kansas

4.        6330 Lamar Avenue, Overland Park, Kansas

5.        6329 Glenwood, Overland Park, Kansas

6.        6301 Glenwood, Overland Park, Kansas


                                       81
<PAGE>