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<SEC-DOCUMENT>0000950124-00-004368.txt : 20000922
<SEC-HEADER>0000950124-00-004368.hdr.sgml : 20000922
ACCESSION NUMBER:		0000950124-00-004368
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20000413
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000417
DATE AS OF CHANGE:		20000907

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			H&R BLOCK INC
		CENTRAL INDEX KEY:			0000012659
		STANDARD INDUSTRIAL CLASSIFICATION:	7200
		IRS NUMBER:				440607856
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-06089
		FILM NUMBER:		678441

	BUSINESS ADDRESS:	
		STREET 1:		4400 MAIN ST
		CITY:			KANSAS CITY
		STATE:			MO
		ZIP:			64111
		BUSINESS PHONE:		8167536900

	MAIL ADDRESS:	
		STREET 1:		4410 MAIN STREET
		CITY:			KANSAS CITY
		STATE:			MO
		ZIP:			64111
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM 8-K

        CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): April 13, 2000

                           Commission File No. 1-6089


                                 H&R BLOCK, INC.
             (Exact name of Registrant as specified in its charter)

         Missouri                                                44-0607856
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                4400 Main Street
                           Kansas City, Missouri 64111
          (Address of principal executive offices, including zip code)

                                 (816) 753-6900
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

<PAGE>   2



ITEM 5. OTHER EVENTS

     The Exhibits listed in the Index to Exhibits are filed as part of this
Current Report on Form 8-K.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(C)  EXHIBITS


      Exhibit No.     Description of Exhibit

           1          Underwriting Agreement among H&R Block, Inc., Block
                      Financial Corporation, and Salomon Smith Barney Inc.,
                      Chase Securities Inc., Goldman Sachs & Co., Morgan Stanley
                      & Co. Incorporated and Banc One Capital Markets, Inc.,
                      dated April 13, 2000.

           4(a)       First Supplemental Indenture, dated as of April 18, 2000
                      among H&R Block, Inc., Block Financial Corporation,
                      Bankers Trust Company and The Bank of New York.

           4(b)       Form of 8.50% Senior Note Due 2007 of Block Financial
                      Corporation.

           10(a)      Credit and Guarantee Agreement, dated as of November 1,
                      1999, among Block Financial Corporation, H&R Block, Inc.,
                      Mellon Bank, N.A., Fleet National Bank and Bank One, N.A.,
                      Chase Manhattan Bank and Chase Securities Inc.

           10(b)      Credit and Guarantee Agreement, dated as of November 1,
                      1999, among Block Financial Corporation, H&R Block, Inc.,
                      The Chase Manhattan Bank, Bank of America, N.A., Citibank,
                      N.A., Royal Bank of Canada, Westdeutsche Landesbank
                      Girozentrale, Bank One, N.A., Commerzbank AG, Toronto
                      Dominion (Texas), Inc., Credit Lyonnais and The Bank of
                      New York.

           12(a)      Computation of Ratio of Earnings to Fixed Charges for
                      Block Financial Corporation.

           12(b)      Computation of Ratio of Earnings to Fixed Charges for H&R
                      Block, Inc.

                                       2

<PAGE>   3

      Exhibit No.     Description of Exhibit

           25         Form T-1 for the Bank of New York.


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 H&R BLOCK, INC.



Date:  April 17, 2000                 By: /s/ James H. Ingraham
                                          ---------------------
                                          James H. Ingraham
                                          Vice President, General Counsel


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>ex1.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>

<PAGE>   1

                                                                       EXHIBIT 1

                           Block Financial Corporation


                             Underwriting Agreement


                                                              New York, New York
                                                                  April 13, 2000


Tothe Representatives
  named in Schedule I
  hereto of the Under-
  writers named in
  Schedule II hereto

Ladies and Gentlemen:

     Block Financial Corporation, a Delaware corporation (the "Company"),
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, the principal amount of its securities identified in Schedule I
hereto (the "Securities"), to be issued under an indenture (the "Indenture")
dated as of October 20, 1997, between the Company, H&R Block, Inc. (the
"Guarantor") and Bankers Trust Company, as trustee, as supplemented by the First
Supplemental Indenture dated as of April 18, 2000 among the Company, the
Guarantor, Bankers Trust Company and The Bank of New York, as separate trustee
(the "Trustee"). The Securities will be unconditionally guaranteed by the
Guarantor pursuant to guarantees (the "Guarantees") endorsed on the Securities
under the terms of the Indenture. If the firm or firms listed in Schedule II
hereto include only the firm or firms listed in Schedule I hereto, then the
terms "Underwriters" and "Representatives", as used herein, shall each be deemed
to refer to such firm or firms. To the extent there are no additional
Underwriters listed on


<PAGE>   2

                                                                               2

Schedule I other than you, the term Representatives as used herein shall mean
you, as Underwriters, and the terms Representatives and Underwriters shall mean
either the singular or plural as the context requires. Any reference herein to
the Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on or before the Effective Date of the Registration Statement or
the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement or the issue
date of the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated therein by reference.

     1. Representations and Warranties. The Company and the Guarantor jointly
and severally represent and warrant to, and agree with, each Underwriter as set
forth below in this Section 1. Certain terms used in this Section 1 are defined
in Section 17 hereof.

          (a) The Company and the Guarantor meet the requirements for the use of
     Form S-3 under the Securities Act of 1933, as amended (the "Act"), and have
     filed with the Securities and Exchange Commission (the "Commission") a
     registration statement (the file number of which is set forth in Schedule I
     hereto) on such Form, including a basic prospectus and a prospectus
     supplement relating to the Securities, for registration under the Act of
     the offering and sale of the Securities. The Company and the Guarantor have
     filed four pre-effective amendments thereto, including a Preliminary Final
     Prospectus, each of which has previously been furnished to you. The Company
     and the Guarantor will next file with the Commission either (x) a final
     prospectus supplement relating to the Securities in accordance with Rules
     430A and 424(b)(1) or (4), (y) prior to the Effective Date of such
     registration statement, an amendment to such registration statement,
     including the form of final prospectus supplement or (z) a final prospectus
     in accordance with Rules 415 and 424(b). In the case of clause (x), the
     Company and the Guarantor have included in such registration statement, as
     amended at the Effective Date, all information (other than Rule 430A
     Information) required by the Act and the rules thereunder to be included in
     such registration statement and the Final Prospectus. As filed, such final
     prospectus supplement or such amendment and form of final prospectus
     supplement shall contain all Rule 430A Information, together with all other
     such


<PAGE>   3


                                                                               3
     required information, and, except to the extent the Representatives shall
     agree in writing to a modification, shall be in all substantive respects in
     the form furnished to you prior to the Execution Time or, to the extent not
     completed at the Execution Time, shall contain only such specific
     additional information and other changes (beyond that contained in the
     Basic Prospectus and any Preliminary Final Prospectus) as the Company has
     advised you, prior to the Execution Time, will be included or made therein.

          (b) On the Effective Date, the Registration Statement did, and when
     the Final Prospectus is first filed (if required) in accordance with Rule
     424(b) and on the Closing Date, the Final Prospectus (and any supplement
     thereto) will, comply in all material respects with the applicable
     requirements of the Act, the Exchange Act and the Trust Indenture Act of
     1939 (the "Trust Indenture Act") and the respective rules thereunder; on
     the Effective Date and at the Execution Time, the Registration Statement
     did not contain any untrue statement of a material fact or omit to state
     any material fact required to be stated therein or necessary in order to
     make the statements therein not misleading; on the Effective Date and on
     the Closing Date the Indenture did or will comply in all material respects
     with the requirements of the Trust Indenture Act and the rules thereunder;
     and, on the Effective Date, the Final Prospectus, if not filed pursuant to
     Rule 424(b), will not, and on the date of any filing pursuant to Rule
     424(b) and on the Closing Date, the Final Prospectus (together with any
     supplement thereto) will not, include any untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading; provided, however, that neither the Company nor the
     Guarantor makes any representations or warranties as to (i) that part of
     the Registration Statement which shall constitute the Statement of
     Eligibility and Qualification (Form T-1) under the Trust Indenture Act of
     the Trustee or (ii) the information contained in or omitted from the
     Registration Statement or the Final Prospectus (or any supplement thereto)
     in reliance upon and in conformity with information furnished herein or in
     writing to the Company by or on behalf of any Underwriter through the
     Representatives specifically for inclusion in the Registration Statement or
     the Final Prospectus (or any supplement thereto).

     Any certificate signed by any officer of the Company or the Guarantor and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company or the Guarantor, as to matters covered thereby, to each
Underwriter.

     2. Purchase and Sale. Subject to the terms and conditions and in


<PAGE>   4

                                                                               4

reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule II hereto.

     3. Delivery and Payment. Delivery of and payment for the Securities shall
be made on the date and at the time specified in Schedule I hereto (or at such
time on such later date not more than three Business Days after the foregoing
date as the Representatives shall designate), which date and time may be
postponed by agreement between the Representatives and the Company or as
provided in Section 8 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct.

     4. Agreements. The Company and the Guarantor agree with the several
Underwriters that:

          (a) The Company and the Guarantor will use every reasonable effort to
     cause the Registration Statement, if not effective at the Execution Time,
     and any amendment thereto, to become effective. Prior to the termination of
     the offering of the Securities, neither the Company nor the Guarantor will
     file any amendment of the Registration Statement or supplement (including
     the Final Prospectus or any Preliminary Final Prospectus) to the Basic
     Prospectus or any Rule 462(b) Registration Statement unless the Company has
     furnished you a copy for your review prior to filing and will not file any
     such proposed amendment or supplement to which you reasonably object.
     Subject to the foregoing sentence, the Company and the Guarantor will cause
     the Final Prospectus, properly completed, and any supplement thereto to be
     filed with the Commission pursuant to the applicable paragraph of Rule
     424(b) within the time period prescribed and will provide evidence
     satisfactory to the Representatives of such timely filing. The Company will
     promptly advise the Representatives (i) when the Registration Statement, if
     not effective at the Execution Time, shall have become effective, (ii) when
     the Final Prospectus, and any supplement thereto, shall have been filed
     with the Commission pursuant to Rule 424(b) or when any Rule 462(b)
     Registration Statement shall have been filed with the


<PAGE>   5

                                                                               5

     Commission, (iii) when, prior to termination of the offering of the
     Securities, any amendment to the Registration Statement shall have been
     filed or become effective, (iv) of any request by the Commission or its
     staff for any amendment of the Registration Statement, or any Rule 462(b)
     Registration Statement, or for any supplement to the Final Prospectus or of
     any additional information, (v) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Registration Statement or
     the institution or threatening of any proceeding for that purpose and (vi)
     of the receipt by the Company or the Guarantor of any notification with
     respect to the suspension of the qualification of the Securities for sale
     in any jurisdiction or the initiation or threatening of any proceeding for
     such purpose. The Company and the Guarantor will use every reasonable
     effort to prevent the issuance of any such stop order or the suspension of
     any such qualification and, if issued, to obtain as soon as possible the
     withdrawal thereof.

          (b) If, at any time when a prospectus relating to the Securities is
     required to be delivered under the Act, any event occurs as a result of
     which the Final Prospectus as then supplemented would include any untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein in the light of the circumstances under
     which they were made not misleading, or if it shall be necessary to amend
     the Registration Statement or supplement the Final Prospectus to comply
     with the Act or the Exchange Act or the respective rules thereunder, the
     Company and the Guarantor promptly will (i) prepare and file with the
     Commission, subject to the second sentence of paragraph (a) of this Section
     4, an amendment or supplement which will correct such statement or omission
     or effect such compliance and (ii) supply any supplemented Prospectus to
     you in such quantities as you may reasonably request.

          (c) As soon as practicable, the Company and the Guarantor will make
     generally available to security holders and to the Representatives an
     earnings statement or statements of the Company and the Guarantor and their
     subsidiaries which will satisfy the provisions of Section 11(a) of the Act
     and Rule 158 under the Act.

          (d) The Company will furnish to the Representatives and counsel for
     the Underwriters, without charge, copies of the Registration Statement
     (including exhibits thereto) and, so long as delivery of a prospectus by an
     Underwriter or dealer may be required by the Act, as many copies of any
     Preliminary Final Prospectus and the Final Prospectus and any supplement
     thereto as the Representatives may reasonably request. The Company will pay
     the expenses of printing or other production of all documents relating to
     the offering.



<PAGE>   6

                                                                               6

          (e) The Company will arrange, if necessary, for the qualification of
     the Securities for sale under the laws of such jurisdictions as the
     Representatives may designate, will maintain such qualifications in effect
     so long as required for the distribution of the Securities, will arrange
     for the determination of the legality of the Securities for purchase by
     institutional investors and will pay any fee of the National Association of
     Securities Dealers, Inc., in connection with its review of the offering.

          (f) Until the date set forth on Schedule I hereto, neither the Company
     nor the Guarantor will, without the consent of the Representatives, offer,
     sell or contract to sell, or otherwise dispose of (or enter into any
     transaction which is designed to, or could be expected to, result in the
     disposition (whether by actual disposition or effective economic
     disposition due to cash settlement or otherwise) by the Company, the
     Guarantor or any affiliate of the Company or the Guarantor or any person in
     privity with the Company or the Guarantor or any affiliate of the Company
     or the Guarantor) directly or indirectly, or announce the offering of, any
     debt securities issued or guaranteed by the Company or the Guarantor (other
     than the Securities).

     5. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
and the Guarantor contained herein as of the Execution Time and the Closing
Date, to the accuracy of the statements of the Company and the Guarantor made in
any certificates pursuant to the provisions hereof, to the performance by the
Company and the Guarantor of their obligations hereunder and to the following
additional conditions:

          (a) If the Registration Statement has not become effective prior to
     the Execution Time, unless the Representatives agree in writing to a later
     time, the Registration Statement will become effective not later than (i)
     6:00 PM New York City time, on the date of determination of the public
     offering price, if such determination occurred at or prior to 3:00 PM New
     York City time on such date or (ii) 9:30 AM on the Business Day following
     the day on which the public offering price was determined, if such
     determination occurred after 3:00 PM New York City time on such date; if
     filing of the Final Prospectus, or any supplement thereto, is required
     pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
     shall have been filed in the manner and within the time period required by
     Rule 424(b); and no stop order suspending the effectiveness of the
     Registration Statement shall have been issued and no proceedings for that
     purpose shall have been instituted or threatened.



<PAGE>   7

                                                                               7

          (b) The Company shall have furnished to the Representatives the
     opinion of Bryan Cave LLP, counsel for the Company, dated the Closing Date,
     to the effect that:

               (i) each of the Company, the Guarantor and each of their
          Significant Subsidiaries (as defined in Rule 1-02(a) of Regulation S-X
          promulgated under the Act) (individually a "Subsidiary" and
          collectively the "Subsidiaries") has been duly incorporated and is
          validly existing as a corporation in good standing under the laws of
          the jurisdiction in which it is chartered or organized, with full
          corporate power and authority to own its material properties and
          conduct its business as described in the Final Prospectus, and is duly
          qualified to do business as a foreign corporation and is in good
          standing under the laws of each jurisdiction in which its ownership of
          property or conduct of business requires such qualification, except
          where the failure to be so qualified would not have a material adverse
          effect.

               (ii) all the outstanding shares of capital stock of each
          Subsidiary have been duly and validly authorized and issued and are
          fully paid and nonassessable, all outstanding shares of capital stock
          of the Subsidiaries are owned by the Guarantor either directly or
          through wholly owned subsidiaries free and clear, to the knowledge of
          such counsel, after due inquiry, of any perfected security interest
          and any other security interests, claims, liens or encumbrances;

               (iii) the Company's and the Guarantor's authorized equity
          capitalizations are as set forth in the Final Prospectus; the
          Securities conform in all material aspects to the description thereof
          contained in the Final Prospectus; and, if the Securities are to be
          listed on any securities exchange, authorization therefor has been
          given, subject to official notice of issuance and evidence of
          satisfactory distribution, or the Company has filed a preliminary
          listing application and all required supporting documents with respect
          to the Securities with such securities exchange and such counsel has
          no reason to believe that the Securities will not be authorized for
          listing, subject to official notice of issuance and evidence of
          satisfactory distribution;

               (iv) the Indenture has been duly authorized, executed and
          delivered by the Company and the Guarantor, has been duly qualified
          under the Trust Indenture Act, and constitutes a legal, valid and
          binding instrument


<PAGE>   8

                                                                               8

          enforceable against the Company and the Guarantor in accordance with
          its terms (subject, as to enforcement of remedies, to applicable
          bankruptcy, reorganization, insolvency, moratorium or other laws
          affecting creditors' rights generally from time to time in effect);
          and the Securities and the Guarantees have been duly authorized and,
          when executed and authenticated in accordance with the provisions of
          the Indenture and delivered to and paid for by the Underwriters
          pursuant to this Agreement, will constitute legal, valid and binding
          obligations of the Company and the Guarantor entitled to the benefits
          of the Indenture;

               (v) to the knowledge of such counsel, there is no pending or
          threatened action, suit or proceeding by or before any court or
          governmental agency, authority or body or any arbitrator involving the
          Company, the Guarantor or any of their subsidiaries, of a character
          required to be disclosed in the Registration Statement which is not
          adequately disclosed in the Final Prospectus, and there is no
          franchise, contract or other document of a character required to be
          described in the Registration Statement or Final Prospectus, or to be
          filed as an exhibit thereto, which is not described or filed as
          required; and the statements included or incorporated in the Final
          Prospectus describing any legal proceedings or material contracts or
          agreements relating to the Company or the Guarantor fairly summarize
          such matters;

               (vi) the Registration Statement has become effective under the
          Act; any required filing of the Basic Prospectus, any Preliminary
          Final Prospectus and the Final Prospectus, and any supplements
          thereto, pursuant to Rule 424(b) has been made in the manner and
          within the time period required by Rule 424(b); to the knowledge of
          such counsel, no stop order suspending the effectiveness of the
          Registration Statement has been issued, no proceedings for that
          purpose have been instituted or threatened, and the Registration
          Statement and the Final Prospectus (other than the financial
          statements and other financial information contained therein, as to
          which such counsel need express no opinion) comply as to form in all
          material respects with the applicable requirements of the Act, the
          Exchange Act and the Trust Indenture Act and the respective rules
          thereunder;

               (vii) this Agreement has been duly authorized, executed and
          delivered by the Company and the Guarantor;

               (viii) based upon the business being conducted by the Company


<PAGE>   9

                                                                               9

          and Guarantor, as known to such counsel, neither the Company nor the
          Guarantor is and, after giving effect to the offering and sale of the
          Securities and the application of the proceeds thereof as described in
          the Final Prospectus, neither will be an "investment company" as
          defined in the Investment Company Act of 1940, as amended;

               (ix) no consent, approval, authorization, filing with or order of
          any court or governmental agency or body is required in connection
          with the transactions contemplated herein, except such as have been
          obtained under the Act and qualification of the Indenture under the
          Trust Indenture Act and such as may be required under the blue sky
          laws of any jurisdiction in connection with the purchase and
          distribution of the Securities by the Underwriters in the manner
          contemplated in this Agreement and in the Final Prospectus;

               (x) neither the execution and delivery of the Indenture, the
          issue and sale of the Securities, nor the consummation of any other of
          the transactions herein contemplated nor the fulfillment of the terms
          hereof will conflict with, result in a breach or violation of, or
          result in the imposition of any lien, charge or encumbrance upon any
          property or assets of the Company, the Guarantor or its subsidiaries
          pursuant to, (i) the charter or by-laws of the Company, the Guarantor
          or any of their respective Subsidiaries, or (ii) to the knowledge of
          such counsel, after due inquiry, the terms of any indenture, contract,
          lease, mortgage, deed of trust, note agreement, loan agreement or
          other agreement, obligation, condition, covenant or instrument and to
          which the Company, the Guarantor or any of their respective
          Subsidiaries is a party or bound or to which their property is subject
          or (iii) any statute, law, rule or regulation, or any judgment, order
          or decree known to such counsel after due inquiry, applicable to the
          Company, the Guarantor or any of their respective subsidiaries of any
          court, regulatory body, administrative agency, governmental body,
          arbitrator or other authority having jurisdiction over the Company,
          the Guarantor or any of their respective subsidiaries or any of its or
          their properties; and

               (xi) to the knowledge of such counsel, holders of securities of
          the Company or the Guarantor have rights to the registration of such
          securities under the Registration Statement.

     In such opinion, such counsel shall also state that, during the preparation
of the Registration Statement and the Prospectus, such counsel has participated


<PAGE>   10

                                                                              10

in conferences with the representatives and counsel for the Underwriters and
with officers and representatives of the Company, at which conferences the
contents of the Registration Statement and the Prospectus were discussed,
reviewed and revised. On the basis of the information which was developed in the
course thereof, considered in the light of our understanding of applicable law
and the experience such counsel has gained through its practice thereunder, such
counsel has no reason to believe that any of the documents incorporated by
reference in the Prospectus, when they were filed with the SEC, contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made when such documents were so filed, not misleading or
that , as of the effective date of the Registration Statement or the date that
the Registration Statement was last deemed to be amended and the date hereof,
either the Registration Statement or the Prospectus contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.

In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the States of Missouri and
New York, the General Corporation Law of the State of Delaware or the Federal
laws of the United States, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the Underwriters and (B) as to
matters of fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials. References to the Final Prospectus
in this paragraph (b) include any supplements thereto at the Closing Date.

     (c) The Representatives shall have received from Cravath, Swaine & Moore,
counsel for the Underwriters, such opinion or opinions, dated the Closing Date,
with respect to the issuance and sale of the Securities, the Indenture, the
Registration Statement, the Final Prospectus (together with any supplement
thereto) and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon such matters.

     (d) The Company and the Guarantor shall have furnished to the
Representatives a certificate of the Company and the Guarantor, signed by the
Chairman of the Board or the President or a Vice President and the principal
financial or accounting officer or treasurer of the Company and the Guarantor,


<PAGE>   11

                                                                              11

dated the Closing Date, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Final Prospectus, any
supplements to the Final Prospectus and this Agreement and that:

          (i) the representations and warranties of the Company and the
     Guarantor in this Agreement are true and correct in all material respects
     on and as of the Closing Date with the same effect as if made on the
     Closing Date and each of the Company and the Guarantor has complied with
     all the agreements and satisfied all the conditions on its part to be
     performed or satisfied at or prior to the Closing Date;

          (ii) no stop order suspending the effectiveness of the Registration
     Statement has been issued and no proceedings for that purpose have been
     instituted or, to the Company's or the Guarantor's knowledge, threatened;
     and

          (iii) since the date of the most recent financial statements included
     in the Final Prospectus (exclusive of any supplement thereto), there has
     been no material adverse change in the condition (financial or otherwise),
     prospects, earnings, business or properties of the Company or the Guarantor
     and their subsidiaries, taken as a whole, whether or not arising from
     transactions in the ordinary course of business, except as set forth in or
     contemplated in the Final Prospectus (exclusive of any supplement thereto).

     (e) At the Closing Date, PricewaterhouseCoopers LLP shall have furnished to
the Representatives letters (which may refer to letters previously delivered to
one or more of the Representatives), dated as of the Closing Date, in form and
substance satisfactory to the Representatives, confirming that they are
independent accountants within the meaning of the Act and the Exchange Act and
the respective applicable published rules and regulations thereunder and stating
in effect that:

          (i) in their opinion the audited financial statements and financial
     statement schedules and any pro forma financial statements included or
     incorporated in the Registration Statement and the Final Prospectus and
     reported on by them comply in form in all material respects with the
     applicable accounting requirements of the Act and the Exchange Act and the
     related published rules and regulations;

          (ii) on the basis of a reading of the latest unaudited financial


<PAGE>   12
                                                                              12


     statements made available by the Company, the Guarantor and their
     subsidiaries; their limited review, in accordance with standards
     established under Statement on Auditing Standards No. 71, carrying out
     certain specified procedures (but not an examination in accordance with
     generally accepted auditing standards) which would not necessarily reveal
     matters of significance with respect to the comments set forth in such
     letter; a reading of the minutes of the meetings of the stockholders,
     directors and executive committee of the Company, the Guarantor and their
     subsidiaries; and inquiries of certain officials of the Company and the
     Guarantor who have responsibility for financial and accounting matters of
     the Company and the Guarantor and their subsidiaries as to transactions and
     events subsequent to the date of the most recent audited financial
     statements in or incorporated in the Registration Statement and Final
     Prospectus, nothing came to their attention which caused them to believe
     that:

               (1) any unaudited financial statements included or incorporated
          in the Registration Statement and the Final Prospectus do not comply
          in form in all material respects with applicable accounting
          requirements and with the published rules and regulations of the
          Commission with respect to financial statements included or
          incorporated in quarterly reports on Form 10-Q under the Exchange Act;
          or that said unaudited financial statements are not in conformity with
          generally accepted accounting principles applied on a basis
          substantially consistent with that of the audited financial statements
          included or incorporated in the Registration Statement and the Final
          Prospectus;

               (2) with respect to the period subsequent to the date of the most
          recent financial statements (other than any capsule information),
          audited or unaudited, in or incorporated in the Registration Statement
          and the Final Prospectus, there were any changes, at a specified date
          not more than three business days prior to the date of the letter, in
          the long-term debt of the Company or the Guarantor and their
          subsidiaries or capital stock of the Company or the Guarantor or
          decreases in the stockholders' equity of the Company or the Guarantor
          as compared with the amounts shown on the most recent consolidated
          balance sheet included or incorporated in the Registration Statement
          and the Final Prospectus, or for the period


<PAGE>   13

                                                                              13

          from the date of the most recent financial statements included or
          incorporated in the Registration Statement and the Final Prospectus to
          such specified date there were any decreases, as compared with the
          corresponding period in the preceding year in net revenues or income
          before income taxes or in total or per share amounts of net income of
          the Company or the Guarantor and their subsidiaries, except in all
          instances for changes or decreases set forth in such letter, in which
          case the letter shall be accompanied by an explanation by the Company
          as to the significance thereof unless said explanation is not deemed
          necessary by the Representatives;

               (3) the information included in the Registration Statement and
          Prospectus in response to Regulation S-K, Item 301 (Selected Financial
          Data), Item 302 (Supplementary Financial Information), Item 402
          (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed
          Charges) is not in conformity with the applicable disclosure
          requirements of Regulation S-K; and

               (4) any amounts included in any unaudited "capsule" information
          included or incorporated in the Registration Statement and the Final
          Prospectus do not agree with the amounts set forth in the unaudited
          financial statements for the same periods or were not determined on a
          basis substantially consistent with that of the corresponding amounts
          in the audited financial statements included or incorporated in the
          Registration Statement and the Final Prospectus;

          (iii) they have performed certain other specified procedures as a
     result of which they determined that certain information of an accounting,
     financial or statistical nature (which is limited to accounting, financial
     or statistical information derived from the general accounting records of
     the Company, the Guarantor and their subsidiaries) set forth in the
     Registration Statement and the Final Prospectus and in Exhibit 12 to the
     Registration Statement, including the information included or incorporated
     in Items 1, 2, 6, 7 and 11 of the Guarantor's Annual Report on Form 10-K,
     incorporated in the Registration Statement and the Final Prospectus, and
     the information included in the "Management's Discussion and Analysis of
     Financial Condition and Results of Operations" included or incorporated in
     the Guarantor's Quarterly Reports on Form 10-Q, incorporated in the
     Registration Statement and


<PAGE>   14

                                                                              14

     the Final Prospectus, agrees with the accounting records of the Guarantor
     and its subsidiaries, excluding any questions of legal interpretation.

     References to the Final Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.

     In addition, except as provided in Schedule I hereto, at the Execution
Time, PricewaterhouseCoopers LLP shall have furnished to the Representatives a
letter or letters, dated as of the Execution Time, in form and substance
satisfactory to the Representatives, to the effect set forth above.

          (f) Subsequent to the Execution Time or, if earlier, the dates as of
     which information is given in the Registration Statement (exclusive of any
     amendment thereof) and the Final Prospectus (exclusive of any supplement
     thereto), there shall not have been (i) any change or decrease specified in
     the letter or letters referred to in paragraph (e) of this Section 5 or
     (ii) any change, or any development involving a prospective change, in or
     affecting the condition (financial or otherwise), earnings, business or
     properties of the Company or the Guarantor and their subsidiaries, taken as
     a whole, whether or not arising from transactions in the ordinary course of
     business, except as set forth in or contemplated in the Final Prospectus
     (exclusive of any supplement thereto) the effect of which, in any case
     referred to in clause (i) or (ii) above, is, in the sole judgment of the
     Representatives, so material and adverse as to make it impractical or
     inadvisable to proceed with the offering or delivery of the Securities as
     contemplated by the Registration Statement (exclusive of any amendment
     thereof) and the Final Prospectus (exclusive of any supplement thereto).

          (g) Subsequent to the Execution Time, there shall not have been any
     decrease in the rating of any of the Company's or the Guarantor's debt
     securities by any "nationally recognized statistical rating organization"
     (as defined for purpose of Rule 436(g) under the Act) or any notice given
     of any intended or potential decrease in any such rating or of a possible
     change in any such rating that does not indicate the direction of the
     possible change.

          (h) Prior to the Closing Date, the Company shall have furnished to the
     Representatives such further information, certificates and documents as the
     Representatives may reasonably request.

     If any of the conditions specified in this Section 5 shall not have been


<PAGE>   15

                                                                              15

fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancelation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

     The documents required to be delivered by this Section 5 shall be delivered
at the office of Cravath, Swaine & Moore, counsel for the Underwriters, at
Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the Closing Date.

     6. Reimbursement of Underwriters' Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 5 hereof is not satisfied, because of
any termination pursuant to Section 9 hereof or because of any refusal,
inability or failure on the part of the Company or the Guarantor to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company and the Guarantor, jointly, will
reimburse the Underwriters severally through the Representatives on demand for
all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Securities.

     7. Indemnification and Contribution. (a) Each of the Company and the
Guarantor agrees jointly and severally to indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents of each Underwriter
and each person who controls any Underwriter within the meaning of either the
Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company and the Guarantor will not be liable in


<PAGE>   16

                                                                              16

any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company and the Guarantor
by or on behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any liability
which the Company and the Guarantor may otherwise have to any Underwriters.

     (b) Each Underwriter severally agrees to indemnify and hold harmless the
Company and the Guarantor, each of their directors, each of their officers who
signs the Registration Statement, and each person who controls the Company or
the Guarantor within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company and the Guarantor to
each Underwriter, but only with reference to written information relating to
such Underwriter furnished by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company and the
Guarantor acknowledge that the statements described in Schedule I constitute the
only information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in the foregoing
indemnity.

     (c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and to the extent that such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if


<PAGE>   17

                                                                              17

(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest, (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

     (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 7 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Company, the Guarantor and the Underwriters agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company, the Guarantor and
one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantor and by the Underwriters from the offering of the Securities; provided,
however, that in no case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or commission
applicable to the Securities purchased by such Underwriter hereunder. If the
allocation provided by the immediately preceding sentence is unavailable for any
reason, the Company and the Guarantor and the Underwriters shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and the Guarantor and of the Underwriters
in connection with the statements or omissions which resulted in such Losses as
well as any other relevant equitable considerations. Benefits received by the
Company and the Guarantor shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by the Company, and
benefits received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged


<PAGE>   18

                                                                              18

untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information provided by the Company and the Guarantor
on the one hand or the Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company, the Guarantor and the
Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls
the Company or the Guarantor within the meaning of either the Act or the
Exchange Act, each officer of the Company or the Guarantor who shall have signed
the Registration Statement and each director of the Company or the Guarantor
shall have the same rights to contribution as the Company and the Guarantor,
subject in each case to the applicable terms and conditions of this paragraph
(d). The Underwriters' obligations to contribute as provided in this Section
7(d) are several in proportion to their respective underwriting commitments and
not joint.

     8. Default by an Underwriter. If any one or more Underwriters shall fail to
purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters)
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate
amount of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities set
forth in Schedule II hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter, the Guarantor or the Company. In the event of a default by any
Underwriter as set forth in this Section 8, the Closing Date shall be postponed
for such period, not exceeding five Business Days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Final Prospectus or in any other documents or


<PAGE>   19

                                                                              19

arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company, the
Guarantor and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

     9. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in the Guarantor's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is such as to make
it, in the sole judgment of the Representatives, impractical or inadvisable to
proceed with the offering or delivery of the Securities as contemplated by the
Final Prospectus (exclusive of any supplement thereto).

     10. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company and
the Guarantor or their officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or the Company or any
of the officers, directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 6 and 7 hereof shall survive the termination or
cancelation of this Agreement.

     11. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telefaxed to the address appearing in Schedule I or, if sent to the Company
or the Guarantor, will be mailed, delivered or telefaxed to (816) 753-8628 and
confirmed to it at 4400 Main Street, Kansas City, Missouri 64111, attention of
the Legal Department.

     12. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.

     13. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.



<PAGE>   20

                                                                              20

     14. Counterparts. This Agreement may be signed in one or more counterparts,
each of which shall constitute an original and all of which together shall
constitute one and the same agreement.

     16. Headings. The section headings used herein are for convenience only and
shall not affect the construction hereof.

     17. Definitions. The terms which follow, when used in this Agreement, shall
have the meanings indicated.

          "Basic Prospectus" shall mean the basic prospectus referred to in
     paragraph 1(a) above included in the Registration Statement at the
     Effective Date.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
     legal holiday or a day on which banking institutions or trust companies are
     authorized or obligated by law to close in New York City.

          "Effective Date" shall mean each date and time that the Registration
     Statement, any post-effective amendment or amendments thereto and any Rule
     462(b) Registration Statement became or become effective.

          "Execution Time" shall mean the date and time that this Agreement is
     executed and delivered by the parties hereto.

          "Final Prospectus" shall mean the prospectus relating to the
     Securities that is first filed pursuant to Rule 424(b) after the Execution
     Time or, if no filing pursuant to Rule 424(b) is required, shall mean the
     form of final prospectus relating to the Securities included in the
     Registration Statement at the Effective Date.

          "Preliminary Final Prospectus" shall mean any preliminary prospectus
     referred to in paragraph 1(a) above and any preliminary prospectus included
     in the Registration Statement at the Effective Date that omits Rule 430A
     Information.

          "Registration Statement" shall mean the registration statement
     referred to in paragraph 1(a) above, including exhibits and financial
     statements, as amended at the Execution Time (or, if not effective at the
     Execution Time, in the form in which it shall become effective) and, in the
     event any post-effective amendment thereto or any Rule 462(b) Registration
     Statement becomes effective prior to the


<PAGE>   21

                                                                              21

     Closing Date (as hereinafter defined), shall also mean such registration
     statement as so amended or such Rule 462(b) Registration Statement, as the
     case may be. Such term shall include any Rule 430A Information deemed to be
     included therein at the Effective Date as provided by Rule 430A.

          "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the
     Act.

          "Rule 430A Information" means information with respect to the
     Securities and the offering thereof permitted to be omitted from the
     Registration Statement when it becomes effective pursuant to Rule 430A.

          "Rule 462(b) Registration Statement" shall mean a registration
     statement and any amendments thereto filed pursuant to Rule 462(b) relating
     to the offering covered by the initial registration statement.

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the
Company, the Guarantor and the several Underwriters.


                                      Very truly yours,

                                      Block Financial Corporation


                                      By: /s/ Frank L. Salizzoni
                                         ---------------------------------
                                         Name:  Frank L. Salizzoni
                                         Title: President


                                      H&R Block, Inc.


                                      By: /s/ Frank L. Salizzoni
                                         ---------------------------------
                                         Name:  Frank L. Salizzoni
                                         Title: Chief Executive Officer


<PAGE>   22

                                                                              22


The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule I hereto.

Salomon Smith Barney Inc.
Chase Securities Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
Banc One Capital Markets, Inc.
Blaylock & Partners, L.P.

By:  Salomon Smith Barney Inc.

By: /s/ Tim Devine
   ---------------------------
   Name:  Tim Devine
   Title: Vice President


For themselves and the other several Underwriters, if any, named in Schedule II
to the foregoing Agreement.


<PAGE>   23

                                                                              23


                                   SCHEDULE I


Underwriting Agreement dated April 13, 2000

Registration Statement Nos. 333-33655 and 333-33655-01

Representative(s):  Salomon Smith Barney Inc.
                    Chase Securities Inc.
                    Goldman, Sachs & Co.
                    Morgan Stanley & Co. Incorporated
                    Banc One Capital Markets, Inc.
                    Blaylock & Partners, L.P.


Title, Purchase Price and Description of Securities:

       Title:  8.50% Senior Notes Due 2007

       Principal amount:  $500,000,000

       Purchase price (include accrued
         interest or amortization, if
         any):  98.535%

       Sinking fund provisions:  None

       Redemption provisions:  None

       Other provisions:  None

Closing Date, Time and Location:    April 18, 2000,  at 10:00 a.m. New York
                                    time at the offices of Cravath,  Swaine
                                    & Moore, 825 Eighth Avenue, New York, NY
                                    10019

Date referred to in Section 4(f) after which the Company and Guarantor may offer
or sell debt securities issued or guaranteed by the Company or the Guarantor
without the consent of the Representative(s): April 18, 2000



<PAGE>   24


                                                                              24

Modification of items to be covered by the letter from PricewaterhouseCoopers
LLP delivered pursuant to Section 5(e) at the Execution Time: None

Information furnished in writing by or on behalf of the several underwriters for
purposes of Section 7(b): The third paragraph, the second sentence of the fourth
paragraph and the eighth paragraph under the heading "Underwriting" in the Final
Prospectus


<PAGE>   25


                                   SCHEDULE II


<TABLE>
<CAPTION>
                                                      Principal Amount
                                                      of Securities to
Underwriters                                            be Purchased
- - ------------                                           -------------
<S>                                                    <C>
Salomon Smith Barney Inc.                              $ 200,000,000

Chase Securities Inc.                                  $ 175,000,000

Goldman, Sachs & Co.                                   $  50,000,000

Morgan Stanley  & Co. Incorporated                     $  50,000,000

Banc One Capital Markets, Inc.                         $  20,000,000

Blaylock & Partners, L.P.                              $   5,000,000
                                                       -------------
    Total .........................                    $ 500,000,000
                                                       =============
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(A)
<SEQUENCE>3
<FILENAME>ex4-a.txt
<DESCRIPTION>FIRST SUPPLEMENTAL INDENTURE
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 4(A)
                          FIRST SUPPLEMENTAL INDENTURE

     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 18, 2000, is among
BLOCK FINANCIAL CORPORATION, a Delaware corporation (the "Company"), H&R BLOCK,
INC., a Missouri corporation ("Block"), BANKERS TRUST COMPANY, as trustee under
the Indenture referred to below ("First Trustee") and THE BANK OF NEW YORK, as
separate trustee under such Indenture in respect of the Notes to be issued by
the Company under the Indenture as referred to below ("The Bank of New York")
(either First Trustee or The Bank of New York, as applicable, being herein
called the "Trustee").

                              PRELIMINARY STATEMENT

     The Company and First Trustee have entered into an Indenture, dated as of
October 20, 1997 (the "Indenture"), with respect to Debt Securities to be issued
by the Company from time to time in one or more series. First Trustee has acted
and will continue to act as trustee in respect of all series of Debt Securities
which have been issued prior to the date of this First Supplemental Indenture.
Capitalized terms used herein, not otherwise defined herein, shall have the
meanings given them in the Indenture.

     Section 9.01 of the Indenture provide that, under certain circumstances, a
supplemental indenture may be entered into by the Company, Block and First
Trustee without the written consent of the Holders in order to appoint a
separate trustee with respect to one or more series of Debt Securities. In
accordance with the terms of Section 9.01 of the Indenture, each of the Company
and Block have, by a written consent of their Boards of Directors, authorized
this First Supplemental Indenture, and The Bank of New York has agreed to act as
separate trustee with respect to the Company's 8.50% Senior Notes Due 2007 (the
"Notes"). Each of the parties has determined that this First Supplemental
Indenture is in form satisfactory to each of them.

     All things necessary to make this First Supplemental Indenture a valid
agreement of the Company, Block, First Trustee and The Bank of New York and a
valid amendment of and supplement to the Indenture have been done.

     NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes
issued under the Indenture with effect from and after the date of this First
Supplemental Indenture, as follows:

     Section 1. Appointment.

     Each of Block and the Company hereby appoints The Bank of New York, and The
Bank of New York hereby accepts such appointment, as the Trustee under the
Indenture for the Notes.







<PAGE>   2


     Section 2. Effectiveness; Termination

     (a) This First Supplemental Indenture is entered into pursuant to and
consistent with Section 9.01 of the Indenture, and nothing herein shall
constitute an amendment, supplement or waiver requiring the approval of any of
the Holders pursuant to Section 9.02.

     (b) This First Supplemental Indenture shall become effective and binding on
the Company, Block, First Trustee and The Bank of New York and the Holders of
the Debt Securities upon the execution and delivery by the parties to this First
Supplemental Indenture.

     Section 3. Reference to and Effect on the Indenture.

     (a) On and after the effective date hereof pursuant to Section 2 above,
each reference in the Indenture to "the Indenture," "this Indenture,"
"hereunder," "hereof" or "herein" shall mean and be a reference to the Indenture
as supplemented by this First Supplemental Indenture unless the context
otherwise requires and each reference in the Indenture to "the Trustee" shall
mean and be a reference to First Trustee, in respect of the series of Debt
Securities issued prior to this date, or to The Bank of New York, in respect of
the Notes, unless the context otherwise requires.

     (b) Except as specifically amended above, the Indenture shall remain in
full force and effect and is hereby ratified and confirmed.

     (c) Nothing contained herein or in the Indenture shall constitute First
Trustee and The Bank of New York co-trustees of the same trust and each such
Trustee shall be Trustee of a trust or trusts under the Indenture separate and
apart from any trust or trusts administered by any other such Trustee.

     (d) The Company's obligation and covenant to compensate and indemnify the
Trustee pursuant to Section 7.06 of the Indenture shall apply to all reasonable
expenses, disbursements and advances and any loss, liability or expense incurred
by any Trustee (without negligence, willful misconduct or bad faith on the part
of such Trustee, its officers, directors, employees and agents) arising out of
or in connection with any series of Debt Securities under the Indenture,
regardless of whether such Trustee is the Trustee of such series of Debt
Securities.

     Section 4. Governing Law.

     This First Supplemental Indenture shall be construed and enforced in
accordance with, and interpreted under, the internal laws of the State of New
York, without reference to the conflict of laws provisions thereof.

                                       2

<PAGE>   3


     Section 5. Counterparts and Methods of Execution.

     This First Supplemental Indenture may be executed in several counterparts,
all of which together shall constitute one agreement binding on all parties,
notwithstanding that all parties have not signed the same counterpart.

     Section 6. Titles.

     Section titles are for descriptive purposes only and shall not control or
alter the meaning of this First Supplemental Indenture as set forth in the text.

                            [SIGNATURES ON NEXT PAGE]


                                       3
<PAGE>   4




     IN WITNESS WHEREOF, the Company, Block, First Trustee and The Bank of New
York have caused this First Supplemental Indenture to be duly executed by their
respective officers thereunto duly authorized all as of the day and year first
above written.

                                        H&R BLOCK, INC.


                                        By: /s/ Frank L. Salizzoni
                                           -------------------------------------
                                                Frank L. Salizzoni
                                                Chief Executive Officer

                                        BLOCK FINANCIAL CORPORATION

                                        By: /s/ Frank L. Salizzoni
                                           -------------------------------------
                                                Frank L. Salizzoni
                                                President

                                        THE BANK OF NEW YORK, as Trustee


                                        By: /s/ Robert Massimillo
                                           -------------------------------------
                                        Its:    Assistant Vice President


                                        BANKERS TRUST COMPANY,
                                        as Trustee


                                        By: /s/ Tara Netherton
                                           -------------------------------------
                                        Its:    Associate



                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(B)
<SEQUENCE>4
<FILENAME>ex4-b.txt
<DESCRIPTION>FORM OF 8.50% SENIOR NOTE
<TEXT>

<PAGE>   1
                                                                    Exhibit 4(b)


Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

Number R                                                            $ 00,000,000
                                                              CUSIP  093662 AB 0

                                                [BLOCK FINANCIAL LOGO]
                           Block Financial Corporation

                           8.50% Senior Note Due 2007

Rate of Interest                 Maturity Date              Original Issue Date
    8.50%                       April 15, 2007                 April 18, 2000

         BLOCK FINANCIAL CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of Hundred Million Dollars ($ 00,000,000),
at the office or agency of the Company in the Borough of Manhattan, The City and
State of New York, on April 15, 2007, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest, at the rate of 8.50%
per annum, from the date hereof or from the most recent date to which interest
has been paid or duly provided for, semi-annually on April 15th and October 15th
of each year and at maturity, on said principal sum at said office or agency, in
like coin or currency, commencing on October 15, 2000.


         The interest so payable on any April 15th or October 15th will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Note is registered at the close
of business on such April 1 or October 1, as the case may be, next preceding
such April 15th or October 15th, unless the Company shall default in the payment
of interest due on such interest payment date, in which case such defaulted
interest, at the option of the Company, may be paid to the person in whose name
this Note is registered at the close of business on a special record date for
the payment of such defaulted interest established by notice to the registered
holders of Notes not less than ten days preceding such special record date or
may be paid in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed. Payment of interest
may, at the option of the Company, be made by check mailed to the registered
address of the person entitled thereto.

         The Note may not be redeemed and is not subject to repayment prior to
maturity.

         This Note is one of a duly authorized issue of unsecured Notes, notes
or other evidences of indebtedness of the Company (hereinafter called the
"Securities"), of the series hereinafter specified, all issued or to be issued
under an indenture dated as of October 20, 1997 (hereinafter called the
"Indenture"), duly executed and delivered by the Company and H&R Block, Inc.
(the "Guarantor") to Bankers Trust Company ("Bankers Trust"), and supplemented
by that certain First Supplemental Indenture, dated April 18, 2000 among the
Company, the Guarantor, Bankers Trust, and The Bank of New York (named as a
separate trustee under the Indenture for the Notes (defined below) and
hereinafter referred to as the "Trustee") to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights and duties thereunder of the Trustee, Bankers Trust, the
Company, the Guarantor and the holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest at
different rates, may have different conversion prices (if any), may be subject
to different redemption provisions, may be subject to different sinking,
purchase or analogous funds, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided. This Note is one of
a series designated as the 8.50% Senior Notes due 2007 of the Company
(hereinafter called the "Notes") issued under the Indenture.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place. This Note shall not be valid or
become obligatory for any purpose until the certificate of authentication hereon
shall have been signed by the Trustee under the Indenture referred to on the
reverse hereof.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated: April 18, 2000                   BLOCK FINANCIAL CORPORATION


                                        By
                                          --------------------------------------
                                                     Frank L. Salizzoni
                                                          President

                                        ATTEST:


                                        By
                                          --------------------------------------
                                                     James H. Ingraham
                                                         Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated: April 18, 2000

This is one of the Notes referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK, AS TRUSTEE


By
  --------------------------------------
Name:
Title:
<PAGE>   2
                         BLOCK FINANCIAL CORPORATION
                         8.50% Senior Notes Due 2007

         In case an Event of Default with respect to the Notes, as defined in
the Indenture, shall have occurred and be continuing, the principal hereof
together with interest accrued thereon, if any, may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Securities at the time outstanding of all
series to be affected (acting as one class) to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any
manner the rights of the holders of the Notes; provided, however, that no such
supplemental indenture shall, among other things, (i) reduce the percentage in
principal amount of Notes whose Holders must consent to an amendment; (ii)
reduce the rate of or extend the time for payment of interest on any Notes;
(iii) reduce the principal of or extend the Stated Maturity of any Notes; (iv)
make any Notes payable in Currency other than that stated in the Notes; (v)
release any security that may have been granted in respect of the Notes; or (vi)
make any change in any of the foregoing provisions. It is also provided in the
Indenture that the holders of a majority in aggregate principal amount of the
Securities of a series at the time outstanding may on behalf of the holders of
all the Securities of such series waive any past default under the Indenture
with respect to such series and its consequences, except a default in the
payment of the principal of, premium, if any, or interest, if any, on any
Security of such series or in respect of a covenant or provision which cannot be
modified without the consent of the Holder of each outstanding Security of the
series affected. Any such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Note and any Notes which may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, if any, and interest on
this Note at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.

         The Indenture permits the Company to discharge its obligations with
respect to the Notes on the 91st day following the satisfaction of the
conditions set forth in the Indenture, which include the deposit with the
Trustee of money or U.S. Government Obligations or a combination thereof
sufficient to pay and discharge each installment of principal of (including
premium, if any, on) and interest, if any, on the outstanding Notes.

         If the Company shall, in accordance with Section 10.01 of the
Indenture, consolidate with or merge into any other corporation or convey or
transfer its properties and assets substantially as an entirety to any Person,
the successor shall succeed to, and be substituted for, the Person named as the
"Company" on the face of this Note, all on the terms set forth in the Indenture.

         The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. In the manner and
subject to the limitations provided in the Indenture, but without the payment of
any service charge, Notes may be exchanged for an equal aggregate principal
amount of Notes of other authorized denominations at the office or agency of the
Company maintained for such purpose in the Borough of Manhattan, The City and
State of New York.

         Upon due presentation for registration of transfer of this Note at the
office or agency of the Company for such registration in the Borough of
Manhattan, The City and State of New York, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.

         Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee and any agent of the Company or the Trustee may deem and
treat the registered holder hereof as the absolute owner of this Note (whether
or not this Note shall be overdue) for the purpose of receiving payment of the
principal of, premium, if any, and interest on this Note, as herein provided,
and for all other purposes, and neither the Company nor the Trustee nor any
agent of the Company or the Trustee shall be affected by any notice of the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, effectually satisfy and discharge
liability for moneys payable on this Note.

         No recourse for the payment of the principal of, premium, if any, or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

         Unless otherwise defined in this Note, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

         H&R BLOCK, INC., a Missouri corporation (the "Guarantor", which term
includes any successor under the Indenture (the "Indenture") referred to in the
Debt Security on which this notation is endorsed) has unconditionally
guaranteed, pursuant to the terms of the Guarantees contained in Article XIII of
the Indenture, the due and punctual payment of the principal of and any premium
and interest on this Debt Security, when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration of acceleration, call
for redemption or otherwise, in accordance with the terms of this Debt Security
and the Indenture.

         The obligations of the Guarantor to the Holders of the Securities and
to the Trustee pursuant to the Guarantees and the Indenture are expressly set
forth in Article XIII of the Indenture, and reference is hereby made to such
Article and Indenture for the precise terms of the Guarantees.

         The Guarantees shall not be valid or obligatory for any purpose until
the certificate of authentication on the Debt Security upon which this notation
of the Guarantees is endorsed shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized signatories.


Dated: April 18, 2000                     H&R BLOCK, INC.



                                          By
                                            ------------------------------------
                                                    Frank L. Salizzoni
                                                  Chief Executive Officer


                                  ABBREVIATIONS


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN  -- as joint tenants with right of survivorship and not as
           tenants in common

UNIF GIFT MIN ACT --          Custodian
                     --------           ---------
                      (Cust)             (Minor)

Under Uniform Gifts to Minors Act
                                  ---------
                                   (State)



    Additional abbreviations may also be used though not in the above list.


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                              and transfer(s) unto


- - ---------------------------------------  ---------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER  [PLEASE PRINT OR TYPE NAME AND  ADDRESS
  IDENTIFYING NUMBER OF ASSIGNEE]            INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.


- - ---------------------------------------  ---------------------------------------
              DATE                                     SIGNATURE

         NOTICE: The signature must correspond with the name as written upon the
face of the within Note in every particular without alteration or enlargement or
any change whatsoever.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>5
<FILENAME>ex10-a.txt
<DESCRIPTION>CREDIT & GUARANTEE AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(a)

                                                                  CONFORMED COPY
================================================================================



                         CREDIT AND GUARANTEE AGREEMENT

                                   dated as of

                                November 1, 1999

                                      among

                          BLOCK FINANCIAL CORPORATION,
                                  as Borrower,

                                H&R BLOCK, INC.,
                                  as Guarantor,

                            The Lenders Party Hereto,

                                MELLON BANK, N.A.
                              as Syndication Agent,

                      FLEET NATIONAL BANK and BANK ONE, NA
                           as Co-Documentation Agents

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent


                $1,890,000,000 364-DAY REVOLVING CREDIT FACILITY


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

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




<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                        Page

<S>                                                                                     <C>
ARTICLE I DEFINITIONS......................................................................1

         SECTION 1.1   Defined Terms.......................................................1
         SECTION 1.2   Terms Generally....................................................15
         SECTION 1.3   Classification of Loans and Borrowings.............................15
         SECTION 1.4   Accounting Terms; GAAP.............................................15

ARTICLE II THE CREDITS....................................................................16

         SECTION 2.1   Commitments........................................................16
         SECTION 2.2   Loans and Borrowings...............................................16
         SECTION 2.3   Requests for Revolving Borrowings..................................16
         SECTION 2.4   Funding of Borrowings..............................................17
         SECTION 2.5   Interest Elections.................................................18
         SECTION 2.6   Termination and Reduction of Commitments...........................19
         SECTION 2.7   Repayment of Loans, Evidence of Debt...............................20
         SECTION 2.8   Prepayment of Loans................................................20
         SECTION 2.9   Fees...............................................................21
         SECTION 2.10  Interest...........................................................22
         SECTION 2.11  Alternate Rate of Interest.........................................23
         SECTION 2.12  Increased Costs....................................................23
         SECTION 2.13  Break Funding Payments.............................................24
         SECTION 2.14  Taxes..............................................................25
         SECTION 2.15  Payments Generally; Pro Rata Treatment; Sharing of Set-offs........26
         SECTION 2.16  Mitigation Obligations; Replacement of Lenders.....................27
         SECTION 2.17  Extension of Maturity Date.........................................28

ARTICLE III REPRESENTATIONS AND WARRANTIES................................................29

         SECTION 3.1   Organization; Powers...............................................29
         SECTION 3.2   Authorization; Enforceability......................................29
         SECTION 3.3   Governmental Approvals; No Conflicts...............................29
         SECTION 3.4.  Financial Condition; No Material Adverse Change....................30
         SECTION 3.5.  Properties.........................................................31
         SECTION 3.6.  Litigation and Environmental Matters...............................31
         SECTION 3.7.  Compliance with Laws and Agreements................................32
         SECTION 3.8.  Investment and Holding Company Status..............................32
         SECTION 3.9.  Taxes..............................................................32
         SECTION 3.10  ERISA..............................................................32
         SECTION 3.11. Disclosure.........................................................32
         SECTION 3.12. No Default.........................................................33
         SECTION 3.13. Federal Regulations................................................33
         SECTION 3.14. Subsidiaries.......................................................33
         SECTION 3.15. Solvency...........................................................33
</TABLE>



                                       i
<PAGE>   3

<TABLE>

<S>                                                                                      <C>
         SECTION 3.16. Insurance...........................................................33
         SECTION 3.17. Refund Anticipation Loan Program Documents..........................33
         SECTION 3.18. Year 2000 Matter....................................................33

ARTICLE IV CONDITIONS......................................................................34

         SECTION 4.1.  Effective Date......................................................34
         SECTION 4.2.  Closing Date........................................................35
         SECTION 4.3.  Each Loan...........................................................36

ARTICLE V AFFIRMATIVE COVENANTS............................................................36

         SECTION 5.1.  Financial Statements and Other Information..........................36
         SECTION 5.2.  Notices of Material Events..........................................38
         SECTION 5.3.  Existence; Conduct of Business......................................38
         SECTION 5.4.  Payment of Obligations..............................................38
         SECTION 5.5.  Maintenance of Properties; Insurance................................38
         SECTION 5.6.  Books and Records; Inspection Rights................................39
         SECTION 5.7.  Compliance with Laws................................................39
         SECTION 5.8.  Use of Proceeds.....................................................39

ARTICLE VI NEGATIVE COVENANTS..............................................................39

         SECTION 6.1.  Adjusted Net Worth..................................................39
         SECTION 6.2.  Indebtedness........................................................39
         SECTION 6.3.  Liens...............................................................41
         SECTION 6.4.  Fundamental Changes.................................................43
         SECTION 6.5.  Transactions with Affiliates........................................43
         SECTION 6.6.  Restrictive Agreements..............................................43
         SECTION 6.7.  Limitation on Sale of Assets........................................44

ARTICLE VII GUARANTEE......................................................................45

         SECTION 7.1.  Guarantee...........................................................45
         SECTION 7.2.  No Subrogation......................................................45
         SECTION 7.3.  Amendments, etc. with respect to the Obligations; Waiver of Rights..46
         SECTION 7.4.  Guarantee Absolute and Unconditional................................46
         SECTION 7.5.  Reinstatement.......................................................47
         SECTION 7.6.  Payments............................................................47

ARTICLE VIII EVENTS OF DEFAULT.............................................................48

ARTICLE IX THE ADMINISTRATIVE AGENT........................................................50

ARTICLE X MISCELLANEOUS....................................................................52

         SECTION 10.1. Notices.............................................................52
         SECTION 10.2. Waivers; Amendments.................................................53
         SECTION 10.3. Expenses; Indemnity; Damage Waiver..................................53
         SECTION 10.4. Successors and Assigns..............................................55
</TABLE>




                                       ii
<PAGE>   4

<TABLE>


<S>                                                                                    <C>
         SECTION 10.5.  Survival.........................................................57
         SECTION 10.6.  Counterparts; Integration; Effectiveness.........................57
         SECTION 10.7.  Severability.....................................................57
         SECTION 10.8.  Right of Setoff..................................................58
         SECTION 10.9.  Governing Law; Jurisdiction; Consent to Service of Process.......58
         SECTION 10.10. WAIVER OF JURY TRIAL.............................................58
         SECTION 10.11  Headings.........................................................59
         SECTION 10.12  Confidentiality..................................................59
         SECTION 10.13. Interest Rate Limitation.........................................59
</TABLE>



SCHEDULES:

Schedule 2.1      Commitments
Schedule 3.4(a)   Guarantee Obligations
Schedule 3.6      Disclosed Matters
Schedule 3.14     Subsidiaries
Schedule 6.2      Existing Indebtedness
Schedule 6.3      Existing Liens
Schedule 6.4(b)   Additional Businesses
Schedule 6.6      Existing Restrictions



EXHIBITS:

Exhibit A         Form of Assignment and Acceptance
Exhibit B         Form of Opinion of Borrower's Counsel
Exhibit C         Form of Extension Request




                                      iii
<PAGE>   5



                  CREDIT AND GUARANTEE AGREEMENT, dated as of November 1, 1999,
among BLOCK FINANCIAL CORPORATION, a Delaware corporation, as Borrower, H&R
BLOCK, INC., a Missouri corporation, as Guarantor, the LENDERS party hereto, and
THE CHASE MANHATTAN BANK, a New York banking corporation, as Administrative
Agent.

                  The parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

                  SECTION 1.1. 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.

                           "Acquisition" means the purchase by the Borrower of
         all of the issued and outstanding Capital Stock of Olde and FMS
         pursuant to the terms of the Acquisition Documentation.

                           "Acquisition Agreement" means the Stock Purchase
         Agreement dated as of August 31, 1999, among the Borrower, the
         Guarantor, Olde, FMS and several other parties thereto.

                           "Acquisition Documentation" means, collectively, the
         Acquisition Agreement and all schedules, exhibits and annexes thereto
         and all side letters and agreements affecting the terms thereof or
         entered into in connection therewith, in each case as amended,
         supplemented or otherwise modified from time to time.

                           "Acquisition Facility" has the meaning assigned to
         such term in Section 6.2(b).

                           "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.

                           "Adjusted Net Worth" means, at any time, Consolidated
         Net Worth of the Guarantor without giving effect to reductions in
         stockholders' equity as a result of repurchases by the Guarantor of its
         own Capital Stock subsequent to July 31, 1999 in an aggregate amount
         not exceeding $500,000,000; provided that at all times prior to the
         Borrower selling all or any part of Option One Mortgage Corporation,
         Adjusted Net Worth shall mean Consolidated Net Worth of the Guarantor
         without giving effect to reductions in stockholders' equity as a result
         of repurchases by the Guarantor of its own



<PAGE>   6

         Capital Stock subsequent to July 31, 1999 in an aggregate amount not
         exceeding $100,000,000.

                           "Administrative Agent" means The Chase Manhattan
         Bank, a New York banking corporation, 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.

                           "Alternate Base Rate" means, for any day, a rate per
         annum equal to the greatest of (a) the Prime Rate in effect on such
         day, (b) the Base CD Rate in effect on such day plus 1% and (c) the
         Federal Funds Effective Rate in effect on such day plus 2 of 1%. Any
         change in the Alternate Base Rate due to a change in the Prime Rate,
         the Base CD Rate or the Federal Funds Effective Rate shall be effective
         from and including the effective date of such change in the Prime Rate,
         the Base CD 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, the rate per
         annum based on the Ratings in effect on such day, as set forth under
         the relevant column heading below:

<TABLE>
<CAPTION>

- - -------------- ------------------------- ---------------------------------------------------------------------
                                                                 Applicable Rate for
                                         ----------------- ---------------- ----------------- ----------------
                                                                             Facility Fees      Utilization
                                                             Eurodollar         Payable        Fees Payable
  Category             Ratings              ABR Loans           Loans          Hereunder         Hereunder
- - -------------- ------------------------- ----------------- ---------------- ----------------- ----------------
<S>           <C>                         <C>                <C>             <C>               <C>
                Greater than: A by S&P
      I            or A2 by Moody's             0%              0.18%             0.07%            0.15%
- - -------------- ------------------------- ----------------- ---------------- ----------------- ----------------
                  A by S&P or A2 by
     II                Moody's                  0%             0.265%            0.085%            0.15%
- - -------------- ------------------------- ----------------- ---------------- ----------------- ----------------
                 A - by S&P or A3 by
     III               Moody's                  0%              0.53%            0.095%            0.15%
- - -------------- ------------------------- ----------------- ---------------- ----------------- ----------------
               BBB + by S&P or Baa1 by
     IV                Moody's                  0%              0.64%             0.11%            0.15%
- - -------------- ------------------------- ----------------- ---------------- ----------------- ----------------
                 Lower than: BBB + by
                S&P or Baa1 by Moody's
      V                                         0%              0.75%            0.125%            0.15%
- - -------------- ------------------------- ----------------- ---------------- ----------------- ----------------
</TABLE>

         ; provided that (a) if on any day the Ratings of S&P and Moody's do not
         fall in the same category, then the lower of such Ratings shall be
         applicable for such day, (b) if on any day


                                       2
<PAGE>   7

         the Rating of only S&P or Moody's is available, then such Rating shall
         be applicable for such day and (c) if on any day a Rating is not
         available from either S&P or Moody's, then the Ratings in category V
         above shall be applicable for such day. Any change in the Applicable
         Rate resulting from a change in Rating by either S&P or Moody's shall
         become effective on the date such change is publicly announced by such
         rating agency.

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

                           "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 10.4), and accepted
         by the Administrative Agent, substantially in the form of Exhibit A or
         any other form approved by the Administrative Agent.

                           "Availability Period" means the period from and
         including the Closing Date to but excluding the earlier of the Maturity
         Date and the date of termination of the Commitments.

                           "Base CD Rate" means the sum of (a) the Three-Month
         Secondary CD Rate multiplied by the Statutory Reserve Rate plus (b) the
         Assessment Rate.

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

                           "Borrower" means Block Financial Corporation, a
         Delaware corporation and a wholly-owned Subsidiary of the Guarantor.

                           "Borrowing" means Revolving 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.

                           "Borrowing Request" means a request by the Borrower
         for a Revolving Borrowing in accordance with Section 2.3.

                           "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.


                                       3
<PAGE>   8

                           "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 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) of shares representing more than 25%
         of the aggregate ordinary voting power represented by the issued and
         outstanding Capital Stock of the Guarantor; (b) occupation of a
         majority of the seats (other than vacant seats) on the board of
         directors of the Guarantor by Persons who were neither (i) nominated by
         the board of directors of the Guarantor nor (ii) appointed by directors
         so nominated; (c) the acquisition of direct or indirect Control of the
         Guarantor by any Person or group; or (d) the failure of the Guarantor
         to own, directly or indirectly, shares representing 100% of the
         aggregate ordinary voting power represented by the issued and
         outstanding Capital Stock of the Borrower.

                           "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 2.12(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.

                           "Charges" has the meaning assigned to such term in
         Section 10.13.

                           "Closing Date" means the date on which the conditions
         specified in Section 4.2 are satisfied (or waived in accordance with
         Section 10.2).

                           "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 hereunder, expressed
         as an amount representing the maximum aggregate amount of such Lender's
         Revolving Credit Exposure hereunder, as such commitment may be (a)
         reduced from time to time pursuant to Section 2.6 and (b) reduced or
         increased from time to time pursuant to assignments by or to such
         Lender



                                       4
<PAGE>   9

         pursuant to Section 10.4. The initial amount of each Lender's
         Commitment is set forth on Schedule 2.1, or in the Assignment and
         Acceptance pursuant to which such Lender shall have assumed its
         Commitment, as applicable.

                           "Commitment Expiration Date" has the meaning assigned
         to such term in Section 2.17(a).

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

                           "Consolidated Net Worth" means, at any time, the
         total amount of stockholders' equity of the Guarantor and its
         consolidated Subsidiaries at such time 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 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.

                           "Credit Parties" means the collective reference to
         the Borrower and the Guarantor.

                           "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 3.6.

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

                           "Effective Date" means the date on which the
         conditions specified in Section 4.1 are satisfied (or waived in
         accordance with Section 10.2).

                           "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, to 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 any
         Credit Party or any Subsidiary directly or indirectly resulting from



                                       5
<PAGE>   10

         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 any Credit Party, 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 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 any Credit Party or any of their
         ERISA Affiliates of any liability under Title IV of ERISA with respect
         to the termination of any Plan; (e) the receipt by any Credit Party 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 any Credit Party
         or any of their ERISA Affiliates of any liability with respect to the
         withdrawal or partial withdrawal from any Plan or Multiemployer Plan;
         or (g) the receipt by any Credit Party or any ERISA Affiliate of any
         notice, or the receipt by any Multiemployer Plan from any Credit Party
         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.

                           "Events of Default" has the meaning assigned to such
         term in Article VIII.

                           "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



                                       6
<PAGE>   11

         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 2.16(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
         2.14(e), except to the extent that such Foreign Lender's assignor (if
         any) was entitled, at the time of assignment, to receive additional
         amounts from the Borrower with respect to such withholding tax pursuant
         to Section 2.14(a).

                           "Federal Funds Effective Rate" means (a) for the
         first day of a Borrowing, the rate per annum which is the average of
         the rates on the offered side of the Federal funds market quoted by
         three interbank Federal funds brokers, selected by the Administrative
         Agent, at approximately the time the Borrower requests such Borrowing,
         for dollar deposits in immediately available funds, in an amount,
         comparable to the principal amount of such Borrowing and (b) for each
         day of such Borrowing thereafter, or for any other amount hereunder
         which bears interest at the Alternate Base Rate, the rate per annum
         which is the average of the rates on the offered side of the Federal
         funds market quoted by three interbank Federal funds brokers, selected
         by the Administrative Agent, at approximately 2:00 p.m., New York City
         time, on such day for dollar deposits in immediately available funds,
         in an amount, comparable to the principal amount of such Borrowing or
         other amount, as the case may be; in the case of both clauses (a) and
         (b), as determined by the Administrative Agent and rounded upwards, if
         necessary, to the nearest 1/100 of 1%.

                           "Financial Officer" means the chief financial
         officer, principal accounting officer, treasurer or controller of the
         Borrower or the Guarantor, as the context may require.

                           "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.

                           "FMS" means Financial Marketing Services, Inc., a
         Michigan corporation.

                           "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, provincial or local, and any agency, authority,
         instrumentality, regulatory body, court, central bank or other entity
         exercising executive, legislative, judicial, taxing, regulatory or
         administrative powers or functions of or pertaining to government.

                           "Guarantee" of or by any Person (the "guarantor")
         means any obligation, contingent or otherwise, of the guarantor
         guaranteeing or having the economic effect of


                                       7
<PAGE>   12

         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 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.

                           "Guarantee Obligation" means, as to any Person, any
         obligation of such Person guaranteeing or in effect guaranteeing any
         Indebtedness, leases, dividends or other obligations (the "primary
         obligations") of any other Person (the "primary obligor") in any
         manner, whether directly or indirectly, including, without limitation,
         any obligation of such Person, whether or not contingent, (a) to
         purchase any such primary obligation or any property constituting
         direct or indirect security therefor, (b) to advance or supply funds
         (i) for the purchase or payment of any such primary obligation or (ii)
         to maintain working capital or equity capital of the primary obligor or
         otherwise to maintain the net worth or solvency of the primary obligor,
         (c) to purchase property, securities or services primarily for the
         purpose of assuring the owner of any such primary obligation of the
         ability of the primary obligor to make payment of such primary
         obligation or (d) otherwise to assure or hold harmless the owner of any
         such primary obligation against loss in respect thereof; provided,
         however, that the term Guarantee Obligation shall not include
         endorsements of instruments for deposit or collection in the ordinary
         course of business. The amount of any Guarantee Obligation shall be
         deemed to be an amount equal as of any date of determination to the
         stated determinable amount of the primary obligation in respect of
         which such Guarantee Obligation is made (unless such Guarantee
         Obligation shall be expressly limited to a lesser amount, in which case
         such lesser amount shall apply) or, if not stated or determinable, the
         amount as of any date of determination of the maximum reasonably
         anticipated liability in respect thereof as determined by such Person
         in good faith.

                           "Guarantor" means H&R Block, Inc., a Missouri
         corporation.

                           "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.


                                       8
<PAGE>   13

                           "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) for purposes of Section 6.2 only, all preferred
         stock issued by a Subsidiary of such Person. The Indebtedness of any
         Person shall include the Indebtedness of any other entity (including
         any partnership in which such Person is a general partner) to the
         extent such Person is liable therefor as a result of such Person's
         ownership interest in or other relationship with such entity, except to
         the extent the terms of such Indebtedness provide that such Person is
         not liable therefor.

                           "Indemnified Taxes" means Taxes other than Excluded
         Taxes.

                           "Indemnitee" has the meaning assigned to such term in
         Section 10.3(b).

                           "Information" has the meaning assigned to such term
         in Section 10.12.

                           "Interest Election Request" means a request by the
         Borrower to convert or continue a Revolving Borrowing in accordance
         with Section 2.5.

                           "Interest Payment Date" means (a) with respect to any
         ABR Loan, the last day of each March, June, September and December or
         (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.

                           "Interest Period" means, 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; provided that (a) 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 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
         and (b) any Interest Period that commences on the last Business Day of
         a calendar month



                                       9
<PAGE>   14


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

                           "Lenders" means the Persons listed on Schedule 2.1
         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 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 determined by
         reference to such other comparable publicly available service for
         displaying eurodollar rates as may be selected by the Administrative
         Agent or, in the absence of such availability, by reference to 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; provided that clause (c) above shall be deemed not to
         include stock options granted by any Person to its directors, officers
         or employees with respect to the Capital Stock of such Person.

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

                           "Material Adverse Effect" means a material adverse
         effect on (a) the business, assets, property or condition (financial or
         otherwise) of the Guarantor and the Subsidiaries taken as a whole, (b)
         the ability of any Credit Party to perform any of its obligations under
         this Agreement or (c) the rights of or benefits available to the
         Lenders under this Agreement.

                           "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



                                       10
<PAGE>   15

         Credit Parties and any Subsidiaries in an aggregate principal amount
         exceeding $25,000,000. For purposes of determining Material
         Indebtedness, the "principal amount" of the obligations of any Credit
         Party 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 Credit Party or such Subsidiary would be required
         to pay if such Hedging Agreement were terminated at such time.

                           "Maturity Date" means October 30, 2000 or such later
         date as shall be determined pursuant to the provisions of Section 2.17
         with respect to non-Objecting Lenders.

                           "Maximum Rate" has the meaning assigned to such term
         in Section 10.13.

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

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

                           "Objecting Lender" has the meaning assigned to such
         term in Section 2.17(a).

                           "Obligations" means collectively, the unpaid
         principal of and interest on the Loans and all other obligations and
         liabilities of the Borrower (including, without limitation, interest
         accruing at the then applicable rate provided herein after the maturity
         of the Loans and interest accruing at the then applicable rate provided
         herein after the filing of any petition in bankruptcy, or the
         commencement of any insolvency, reorganization or like proceeding,
         relating to the Borrower, whether or not a claim for post-filing or
         post-petition interest is allowed in such proceeding) to the
         Administrative Agent or any Lender (or, in the case of any Hedging
         Agreement referred to below, any Affiliate of any Lender), whether
         direct or indirect, absolute or contingent, due or to become due, or
         now existing or hereafter incurred, which may arise under, out of, or
         in connection with, this Agreement or any Hedging Agreement entered
         into by the Borrower with any Lender (or any Affiliate of any Lender)
         or any other document made, delivered or given in connection herewith
         or therewith, in each case whether on account of principal, interest,
         reimbursement obligations, fees, indemnities, costs, expenses or
         otherwise (including, without limitation, all fees and disbursements of
         counsel to the Administrative Agent or to the Lenders that are required
         to be paid by the Borrower pursuant to the terms of any of the
         foregoing agreements).

                           "Olde" means Olde Financial Corporation, a Michigan
         corporation.

                           "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.

                           "Participant" has the meaning assigned to such term
         in Section 10.4(e).




                                       11
<PAGE>   16


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

                           "Permitted Encumbrances" means:

                           (a) Liens imposed by law for taxes that are not yet
         due or are being contested in compliance with Section 5.4;

                           (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 5.4;

                           (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; and

                           (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 Credit
         Parties or any Subsidiary;

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

                           "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 any Credit Party 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.

                           "Pro Forma Balance Sheet" has the meaning assigned to
         such term in Section 3.4(c).



                                       12
<PAGE>   17

                           "RAL Program Documents" means (a) that certain Refund
         Anticipation Loan Participation Agreement, dated as of July 19, 1996,
         among Borrower, Beneficial National Bank, and Beneficial Tax Masters,
         Inc.; (b) that certain Refund Anticipation Loan Operations Agreement,
         dated as of July 19, 1996, among H&R Block Tax Services, Inc., HRB
         Royalty, Inc., Beneficial Tax Masters, Inc., Beneficial National Bank,
         and Beneficial Franchise Company, Inc.; and (c) all other documents,
         instruments, agreements or schedules now or hereafter attached to,
         referred to in or delivered in connection with any or all of the
         agreements referred to in the foregoing clauses (a) and (b), as any or
         all of the items referred to in the foregoing clauses (a) through (c)
         may be amended, modified or supplemented at any time or from time to
         time.

                           "Rating" means the respective rating of each of S&P
         and Moody's applicable to the long-term senior unsecured non-credit
         enhanced debt of the Borrower, as announced by S&P and Moody's from
         time to time.

                           "Register" has the meaning assigned to such term in
         Section 10.4(c).

                           "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, at any time, 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.

                           "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.

                           "Revolving Loan" means a Loan made pursuant to
         Section 2.3.

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

                           "Solvent" means, with respect to any Person on a
         particular date, the condition that on such date, (a) the fair value of
         the property of such Person is greater than the total amount of
         liabilities, including, without limitation, contingent liabilities, of
         such Person, (b) the present fair salable value of the assets of such
         Person is not less than the amount that will be required to pay the
         probable liability of such Person on its debts as they become absolute
         and mature, (c) such Person does not intend to, and does not believe
         that it will, incur debts or liabilities beyond such Person's ability
         to pay as such debts and liabilities mature, and (d) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small amount of capital.

                           "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




                                       13
<PAGE>   18

         Board to which the Administrative Agent (or its London branch) is
         subject (a) with respect to the Base CD Rate, for new negotiable
         nonpersonal time deposits in dollars of over $100,000 with maturities
         approximately equal to three months and (b) with respect to the
         Adjusted LIBO Rate, for eurocurrency funding. Such reserve percentages
         shall include those imposed pursuant to Regulation D of the Board.
         Eurodollar Loans shall be deemed to constitute eurocurrency funding and
         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. Unless the context shall otherwise require,
         all references to a "Subsidiary" or to "Subsidiaries" in this Agreement
         shall refer to a Subsidiary or Subsidiaries of the Guarantor,
         including, without limitation, the Borrower and the Subsidiaries of the
         Borrower.

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

                           "Three-Month Secondary CD Rate" means, for any day,
         the secondary market rate for three-month certificates of deposit
         reported as being in effect on such day (or, if such day is not a
         Business Day, the next preceding Business Day) by the Board through the
         public information telephone line of the Federal Reserve Bank of New
         York (which rate will, under the current practices of the Board, be
         published in Federal Reserve Statistical Release H.15(519) during the
         week following such day) or, if such rate is not so reported on such
         day or such next preceding Business Day, the average of the secondary
         market quotations for three-month certificates of deposit of major
         money center banks in New York City received at approximately 10:00
         a.m., New York City time, on such day (or, if such day is not a
         Business Day, on the next preceding Business Day) by the Administrative
         Agent from three negotiable certificate of deposit dealers of
         recognized standing selected by it.

                           "Transactions" means the execution, delivery and
         performance by the Credit Parties of this Agreement, the borrowing of
         Loans and the use of the proceeds thereof.



                                       14
<PAGE>   19

                           "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 or the Alternate Base Rate.

                           "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 1.2. 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 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 1.3. 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 by Type (e.g., a "Eurodollar Loan") or by class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.4. 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.



                                       15
<PAGE>   20


                                   ARTICLE II

                                  THE CREDITS

                  SECTION 2.1. 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 total Revolving Credit Exposures
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 2.2. 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. The failure of any Lender
         to make any Loan required to be made by it shall not relieve any other
         Lender of its obligations hereunder; provided that the Commitments 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 2.11, (i) each Revolving
         Borrowing shall be comprised entirely of ABR Loans or Eurodollar 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 $25,000,000. 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 $25,000,000; provided
         that an ABR Revolving Borrowing may be in an aggregate amount that is
         equal to the entire unused balance of the total Commitments. Borrowings
         of more than one Type may be outstanding at the same time; provided
         that there shall not at any time be more than a total of six 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 Maturity Date.

                  SECTION 2.3. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three



                                       16
<PAGE>   21

Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.2:

                               (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 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 2.4(a).

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 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 2.4. 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 Borrowing 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




                                       17

<PAGE>   22


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

              SECTION 2.5. Interest Elections.

                  (a) Each Revolving Borrowing initially shall be of the Type
         specified in the applicable Borrowing Request and, in the case of a
         Eurodollar Revolving Borrowing, shall have an initial Interest Period
         as specified in such Borrowing Request or determined pursuant to the
         penultimate sentence of Section 2.3. 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.

                  (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 Borrowing Request would be required under Section 2.3
         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 2.2:

                           (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



                                       18


<PAGE>   23



                           (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 converted to an ABR Borrowing.
         Notwithstanding any contrary provision hereof, 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
         and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be
         converted to an ABR Borrowing at the end of the Interest Period
         applicable thereto.

              SECTION 2.6. Termination and Reduction of Commitments.

                  (a) Unless previously terminated, the Commitments shall
         terminate on the Maturity 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 $25,000,000 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 2.8, the
         Revolving Credit Exposures would exceed the total Commitments.

                  (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



                                       19


<PAGE>   24




         shall be permanent. Each reduction of the Commitments shall be made
         ratably among the Lenders in accordance with their respective
         Commitments.

              SECTION 2.7. Repayment of Loans; Evidence of Debt.

                  (a) The Borrower hereby unconditionally promises to pay to the
         Administrative Agent for the account of each Lender the then unpaid
         principal amount of each Revolving Loan on the Maturity Date.

                  (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 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.

                  (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 10.4) 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 2.8. 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 without
         premium or penalty except as provided in Section 2.13, subject to prior
         notice in accordance with paragraph (b) of this Section.

                  (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



                                       20



<PAGE>   25



         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 2.6, then such notice of
         prepayment may be revoked if such notice of termination is revoked in
         accordance with Section 2.6. 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 2.2. Each prepayment of a Revolving
         Borrowing shall be applied ratably to the Loans included in the prepaid
         Borrowing. Prepayments shall be accompanied by accrued interest to the
         extent required by Section 2.10.

              SECTION 2.9. Fees.

                  (a) 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 date
         hereof to but excluding the date on which such Commitment terminates;
         provided that, if such Lender continues to have any Revolving Credit
         Exposure after its Commitment terminates, then such facility fee shall
         continue to accrue on the daily amount of such Lender's Revolving
         Credit Exposure from and including the date on which its Commitment
         terminates to but excluding the date on which such Lender ceases to
         have any Revolving Credit Exposure. Accrued facility fees shall be
         payable in arrears on the last day of March, June, September and
         December of each year and on the date on which the Commitments
         terminate, commencing on the first such date to occur after the date
         hereof; provided that any facility fees accruing after the date on
         which the Commitments terminate shall be payable on demand. All
         facility fees shall be computed on the basis of a year of 360 days and
         shall be payable for the actual number of days elapsed (including the
         first day but excluding the last day).

                  (b) The Borrower agrees to pay to the Administrative Agent for
         the account of each Lender a utilization fee, which shall accrue at the
         Applicable Rate on the daily amount of the Revolving Loans of such
         Lender for each day the Revolving Loans of such Lender exceed 33% of
         such Lender's Commitment; provided that, if such Lender continues to
         have any Revolving Credit Exposure after its Commitment terminates and
         the amount of such Revolving Credit Exposure exceeds 33% of such
         Lender's Commitment immediately prior to such Commitment being
         terminated, then such utilization fee shall continue to accrue on the
         daily amount of such Lender's Revolving Credit Exposure from and
         including the date on which its Commitment terminates to but excluding
         the date on which such Lender ceases to have any Revolving Credit
         Exposure. Accrued 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



                                       21


<PAGE>   26



         terminate, commencing on the first such date on which such utilization
         fees became due and payable; 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 but excluding the last day).

                  (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 and utilization fees, to the
         Lenders. Fees paid shall not be refundable under any circumstances.

              SECTION 2.10. Interest.

                  (a) Subject to paragraph (c) of this Section, 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) Subject to paragraph (c) of this Section, the Loans
         comprising each Eurodollar Borrowing shall bear interest at a rate per
         annum equal to the Adjusted LIBO Rate for the Interest Period in effect
         for such Borrowing plus the Applicable Rate.

                  (c) Notwithstanding the provisions of the foregoing paragraphs
         (a) and (b) of this Section, for each day during the period from and
         including December 1, 1999 through and including January 15, 2000, all
         Loans will bear interest at a rate per annum equal to the greater of
         (i) the ABR and (ii) the Federal Funds Effective Rate determined by the
         Administrative Agent to be in effect for such day plus 1.8%.

                  (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
         Revolving Loan prior to the end of the



                                       22



<PAGE>   27


         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.

                  (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. The
         Administrative Agent shall as soon as practicable notify the Borrower
         and the Lenders of the effective date and the amount of each change in
         interest rate.

              SECTION 2.11. 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 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 of making or maintaining their Loans 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, and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing.

              SECTION 2.12. Increased Costs.

                  (a) If any Change in Law shall:

                           (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 made by such Lender;




                                       23


<PAGE>   28



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 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 by such Lender 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 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.

              SECTION 2.13. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar 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 on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.8(b) and is revoked in accordance herewith), (d) the
assignment of any Eurodollar 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 2.16, 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



                                       24



<PAGE>   29

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 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
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 2.14. Taxes.

                  (a) Any and all payments by or on account of any obligation of
         the Borrower or the Guarantor hereunder shall be made free and clear of
         and without deduction for any Indemnified Taxes or Other Taxes;
         provided that if the Borrower or the Guarantor 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
         or the Guarantor shall make such deductions and (iii) the Borrower or
         the Guarantor 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


                                       25



<PAGE>   30


         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 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 2.15. 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 or fees, or under
         Section 2.12, 2.13 or 2.14, 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 at its offices at 270 Park Avenue, New
         York, New York, except that payments pursuant to Sections 2.12, 2.13,
         2.14 and 10.3 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 resulting in such Lender
         receiving payment of a greater proportion of the aggregate amount of
         its Revolving 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 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, provided that (i) if any
         such



                                       26
<PAGE>   31


         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 2.4(b) or 2.15(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 2.16. Mitigation Obligations; Replacement of Lenders.

                      (a) If any Lender requests compensation under Section
         2.12, 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 2.14, 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 2.12 or 2.14, 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.


                                       27

<PAGE>   32

                      (b) If any Lender requests compensation under Section
         2.12, 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 2.14, or if any Lender defaults in its obligation
         to fund Loans hereunder, or if any Lender becomes an Objecting Lender,
         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 10.4), all its interests, rights and
         obligations under this Agreement 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, 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 2.12
         or payments required to be made pursuant to Section 2.14, 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 2.17. Extension of Maturity Date.

                      (a) Not less than 60 days and not more than 90 days prior
         to the Maturity Date then in effect, provided that no Event of Default
         shall have occurred and be continuing, the Borrower may request an
         extension of such Maturity Date by submitting to the Administrative
         Agent an Extension Request containing the information in respect of
         such extension specified in Exhibit C, which the Administrative Agent
         shall promptly furnish to each Lender. Each Lender shall, not less than
         30 days and not more than 60 days prior to the Maturity Date then in
         effect, notify the Borrower and the Administrative Agent of its
         election to extend or not extend the Maturity Date as requested in such
         Extension Request, which election shall be made by each Lender at its
         absolute discretion. Notwithstanding any provision of this Agreement to
         the contrary, any notice by any Lender of its willingness to extend the
         Maturity Date shall be revocable by such Lender in its sole and
         absolute discretion at any time prior to the date which is 30 days
         prior to the Maturity Date then in effect. If the Required Lenders
         shall approve in writing the extension of the Maturity Date requested
         in such Extension Request, the Maturity Date shall automatically and
         without any further action by any Person be extended for the period
         specified in such Extension Request; provided that (i) each extension
         pursuant to this Section 2.17 shall be for a maximum of 364 days and
         (ii) the Commitment of any Lender that does not consent in writing to
         such extension not less than 30 days and not more than 60 days prior to
         the Maturity Date then in effect (an "Objecting Lender") shall, unless
         earlier terminated in accordance with this Agreement, expire on the
         Maturity Date in effect on the date of such Extension Request (such
         Maturity Date, if any, referred to as the "Commitment Expiration Date"
         with respect to such Objecting Lender). If, not less


                                       28

<PAGE>   33

         than 30 days and not more than 60 days prior to the Maturity Date then
         in effect, the Required Lenders shall not approve in writing the
         extension of the Maturity Date requested in an Extension Request, the
         Maturity Date shall not be extended pursuant to such Extension Request.
         The Administrative Agent shall promptly notify (y) the Lenders and the
         Borrower of any extension of the Maturity Date pursuant to this Section
         2.17 and (z) the Borrower and any other Lender of any Lender which
         becomes an Objecting Lender.

                      (b) Obligations owing to any Objecting Lender on the
         Commitment Expiration Date with respect to such Lender shall be repaid
         in full on or before such Commitment Expiration Date.

                      (c) The Borrower shall have the right, so long as no Event
         of Default has occurred and is then continuing, upon giving notice to
         the Administrative Agent and the Objecting Lenders in accordance with
         Section 2.8, to prepay in full the Loans of the Objecting Lenders,
         together with accrued interest thereon, any amounts payable pursuant to
         Sections 2.12, 2.13, 2.14 and 10.3 and any accrued and unpaid facility
         fee or other amounts payable to them hereunder and/or, upon giving not
         less than three Business Days' notice to the Objecting Lenders and the
         Administrative Agent, to cancel the whole or part of the Commitments of
         the Objecting Lenders.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Each of the Credit Parties represents and warrants to the Lenders that:

               SECTION 3.1. Organization; Powers. Each of the Credit Parties and
the Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has the power and authority to
carry on its business as now conducted and, except where the failure to be 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 in, every jurisdiction where such qualification is required.

               SECTION 3.2. Authorization; Enforceability. The Transactions are
within each Credit Party'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 each Credit Party and constitutes a legal,
valid and binding obligation of each Credit Party, 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 3.3. 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


                                       29

<PAGE>   34

organizational documents of any Credit Party or any Subsidiary or any order of
any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument (other than those to be terminated
on or prior to the Closing Date) binding upon any Credit Party or any Subsidiary
or their assets, or give rise to a right thereunder to require any payment to be
made by any Credit Party or any Subsidiary, and (d) will not result in the
creation or imposition of any Lien on any asset of any Credit Party or any
Subsidiary.

               SECTION 3.4. Financial Condition; No Material Adverse Change.

                      (a) Each Credit Party has heretofore furnished to the
         Lenders consolidated balance sheets and statements of income,
         stockholders' equity and cash flows (i) as of and for the fiscal year
         ended April 30, 1999, (A) reported on by PricewaterhouseCoopers LLP,
         independent public accountants, in respect of the financial statements
         of the Guarantor, and (B) certified by its chief financial officer, in
         respect of the financial statements of the Borrower, and (ii) as of and
         for the fiscal quarter and the portion of the fiscal year ended July
         31, 1999 certified by its chief financial 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 and of the Guarantor 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. Except as set forth on Schedule 3.4(a), neither the Guarantor
         nor any of its consolidated Subsidiaries had, at the date of the most
         recent balance sheet referred to above, any material Guarantee
         Obligation, contingent liability or liability for taxes, or any
         long-term lease or unusual forward or long-term commitment, including,
         without limitation, any interest rate or foreign currency swap or
         exchange transaction, which is not reflected in the foregoing
         statements or in the notes thereto. During the period from April 30,
         1999 to and including the date hereof, and except as disclosed in
         filings made by the Guarantor with the U.S. Securities and Exchange
         Commission pursuant to the Securities Act of 1933, as amended, or the
         Securities Exchange Act of 1934, as amended, there has been no sale,
         transfer or other disposition by the Guarantor or any of its
         consolidated Subsidiaries of any material part of its business or
         property other than sales of financial services or mortgage loans in
         the ordinary course of business and no purchase or other acquisition of
         any business or property (including any Capital Stock of any other
         Person) other than the acquisition of substantially all of the assets
         of Rudolph Palitz, LLP, McGladrey & Pullen, LLP and Kinder & Wyman,
         P.C., material in relation to the consolidated financial condition of
         the Guarantor and its consolidated Subsidiaries at April 30, 1999.

                      (b) Since April 30, 1999, there has been no material
         adverse change in the business, assets, property or condition
         (financial or otherwise) of the Guarantor and its Subsidiaries, taken
         as a whole.

                      (c) The unaudited pro forma consolidated balance sheet of
         the Borrower and its consolidated Subsidiaries as at July 31, 1999
         (including the notes thereto) (the "Pro Forma Balance Sheet"), a copy
         of which has heretofore been furnished to each Lender, has been
         prepared giving effect (as if such events had occurred on such


                                       30

<PAGE>   35



         date) to (i) the consummation of the Acquisition, (ii) the Indebtedness
         of the Borrower to be incurred in connection with the Acquisition and
         the use of proceeds thereof and (iii) the payment of fees and expenses
         in connection with the foregoing. The Pro Forma Balance Sheet has been
         prepared based on the best information available to the Borrower as of
         the date of delivery thereof, and presents fairly on a pro forma basis
         the estimated financial position of the Borrower and its consolidated
         Subsidiaries as at July 31, 1999, assuming that the events specified in
         the preceding sentence had actually occurred at such date.

               SECTION 3.5. Properties.

                      (a) Each of the Credit Parties and the Subsidiaries has
         good title to, or valid leasehold interests in, all its real and
         personal property material to its business, except for minor defects in
         title that do not interfere with its ability to conduct its business as
         currently conducted or to utilize such properties for their intended
         purposes.

                      (b) Each of the Credit Parties and the 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 Credit Parties and the 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 3.6. 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 any Credit Party, threatened against or affecting any
         Credit Party or any Subsidiary (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 of the Credit Parties nor any Subsidiary (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.


                                       31

<PAGE>   36


               SECTION 3.7. Compliance with Laws and Agreements. Each of the
Credit Parties and the 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 binding upon it or its
property, except where the failure to be so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.

               SECTION 3.8. Investment and Holding Company Status. Neither of
the Credit Parties nor any of the Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

               SECTION 3.9. Taxes. Each of the Credit Parties and the
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 Guarantor, 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 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 $25,000,000 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 $25,000,000 the fair
market value of the assets of all such underfunded Plans.

               SECTION 3.11. Disclosure. The Credit Parties have disclosed to
the Lenders (i) all material agreements, instruments and corporate or other
restrictions to which any Credit Party or any Subsidiary is subject, and (ii)
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 Credit Parties 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 Credit Parties represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.


                                       32

<PAGE>   37


               SECTION 3.12. No Default. Neither Credit Party nor any Subsidiary
is in default under or with respect to any of its Contractual Obligations in any
respect which could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

               SECTION 3.13. Federal Regulations. No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
as now and from time to time hereafter in effect. 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 referred to in said Regulation U, as
the case may be.

               SECTION 3.14. Subsidiaries. As of the date hereof, the Guarantor
has only the Subsidiaries set forth on

               Schedule 3.14.

               SECTION 3.15. Solvency. Each Credit Party is, and after giving
effect to the incurrence of all Indebtedness and obligations being incurred in
connection herewith will be and will continue to be, Solvent.

               SECTION 3.16. Insurance. Each Credit Party and each Subsidiary of
each Credit Party maintains with financially sound and reputable insurers
insurance with respect to its properties and business and against at least such
liabilities, casualties and contingencies and in at least such types and amounts
as is customary in the case of companies engaged in the same or a similar
business or having similar properties similarly situated. The Guarantor will be
deemed to be a financially sound and reputable insurer up to the $1,000,000
limit of its self-insured retention.

               SECTION 3.17. Refund Anticipation Loan Program Documents. Each of
the RAL Program Documents is in full force and effect, provided that for
purposes of this Section 3.17, clause (c) of the definition of RAL Program
Documents shall be deemed to include only those documents that have been entered
into as of the date this representation is deemed to be made; none of the
respective parties thereto is in breach of or default under any of the terms,
conditions or provisions thereof; and no event or condition has occurred or
exists which would give rise to any right on the part of any party to terminate
any or all of the obligations or liabilities of such party under any of the RAL
Program Documents. The Borrower has furnished to the Administrative Agent true,
correct and complete copies of each of the RAL Program Documents.

               SECTION 3.18. Year 2000 Matter. Substantially all reprogramming
or modifications 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 the computer
systems and other equipment containing embedded microchips, in either case owned
or operated by any Credit Party or any material Subsidiary or used or relied
upon in the conduct of their respective businesses (including any such systems
and other equipment supplied by others (other than any Credit Parties' external
phone systems) or with


                                       33

<PAGE>   38



which the computer systems of any Credit Party or any material Subsidiary
interface), and the testing of substantially all such systems and other
equipment as so reprogrammed or so modified, has been completed. The costs to
any Credit Party or any Subsidiary that have not been incurred as of the date
hereof for such reprogramming and testing and for the other reasonably
foreseeable consequences to it if 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, Event of
Default or Material Adverse Effect. Except for any reprogramming referred to
above, the computer systems of the Credit Parties and the 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.


                                   ARTICLE IV

                                   CONDITIONS

               SECTION 4.1. Effective Date. Except as otherwise provided in
Sections 4.2 and 4.3, this Agreement shall become effective on the date on which
each of the following conditions is satisfied (or waived in accordance with
Section 10.2):

                      (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto a counterpart of this Agreement signed
         on behalf of such party.

                      (b) The Lenders and the Administrative Agent shall have
         received all fees required to be paid on or prior to the Effective
         Date.

                      (c) Each Lender shall have received, for each Credit
         Party, consolidated balance sheets and statements of income,
         stockholders' equity and cash flows (i) as of and for the fiscal year
         ended April 30, 1999, (A) reported on by PricewaterhouseCoopers LLP,
         independent public accountants, in respect of the financial statements
         of the Guarantor, and (B) certified by its chief financial officer, in
         respect of the financial statements of the Borrower, and (ii) as of and
         for the fiscal quarter and the portion of the fiscal year ended July
         31, 1999, certified by such Credit Party's chief financial officer.
         Such financial statements shall present fairly, in all material
         respects, the financial position and results of operations and cash
         flows of the Borrower and its consolidated Subsidiaries and of the
         Guarantor 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.

                      (d) Each Lender shall have received (i) the Pro Forma
         Balance Sheet, (ii) audited consolidated financial statements of Olde
         and unaudited consolidated financial statements of FMS for the 1996,
         1997 and 1998 fiscal years and (iii) unaudited interim consolidated
         financial statements of each of Olde and FMS for each quarterly period
         ended subsequent to the date of the latest applicable financial
         statements delivered pursuant to clause (ii) of this paragraph as to
         which such financial statements are available, and such financial
         statements shall not, in the reasonable judgment of the


                                       34

<PAGE>   39



         Lenders, reflect any material adverse change in the consolidated
         financial condition of any of Olde and FMS, as reflected in the
         financial statements or projections contained in the Confidential
         Information Memorandum.

               SECTION 4.2. Closing 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 10.2):

                      (a) The Effective Date shall have occurred.

                      (b) The Administrative Agent shall have received a
         reasonably satisfactory written opinion (addressed to the
         Administrative Agent and the Lenders and dated the Closing Date) of
         Bryan Cave LLP, counsel for the Credit Parties, substantially in the
         form of Exhibit B, and covering such other matters relating to the
         Credit Parties, this Agreement or the Transactions as the Required
         Lenders shall reasonably request. The Credit Parties hereby request
         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 Credit Parties, the authorization of the Transactions
         and any other legal matters relating to the Credit Parties, 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 Closing Date and signed by the President, a Vice
         President or a Financial Officer of each Credit Party, confirming
         compliance with the conditions set forth in paragraphs (a) and (b) of
         Section 4.3.

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

                      (f) The Borrower shall have repaid all obligations owing
         and outstanding under, and terminated, the Credit and Guarantee
         Agreement, dated as of November 17, 1998 by and among the Borrower, the
         Guarantor, the lenders parties thereto from time to time, Mellon Bank,
         N.A., as syndication agent, Fleet National Bank and Bank One, NA,
         (formerly The First National Bank of Chicago), as co-documentation
         agents, and The Chase Manhattan Bank, as administrative agent.

                      (g) (i) All governmental and material third party
         approvals (including material landlords' and other consents) necessary
         in connection with the execution, delivery and performance of this
         Agreement and the continuing operation of the business of the Credit
         Parties and Subsidiaries shall have been obtained and be in full force
         and effect, and (ii) all applicable waiting periods shall have expired
         without any action being



                                       35

<PAGE>   40


         taken or threatened by any competent Governmental Authority which would
         restrain, prevent or otherwise impose adverse conditions on any Credit
         Party or any Subsidiary.

The Administrative Agent shall notify the Borrower and the Lenders of the
Closing 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 10.2) at or prior to 3:00 p.m., New York City time, on
December 22, 1999 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

               SECTION 4.3. Each Loan. The obligation of each Lender to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

                      (a) The representations and warranties of the Credit
         Parties set forth in this Agreement shall be true and correct in all
         material respects 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 shall be deemed to constitute a representation and warranty by
each of the Credit Parties on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.


                                   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, each of the Credit Parties covenants and agrees with the
Lenders that:

               SECTION 5.1. 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 Guarantor, an audited consolidated balance sheet and related
         statements of operations, stockholders' equity and cash flows of the
         Guarantor and its consolidated Subsidiaries as of the end of and for
         such year, setting forth in each case in comparative form the figures
         for the previous fiscal year, all reported on by PricewaterhouseCoopers
         LLP or other independent public accountants of recognized national
         standing (without a "going concern" or like qualification or exception
         and without any qualification or exception as to the scope of such
         audit) to the effect that such consolidated financial statements
         present fairly in all material respects the financial condition and
         results of operations of the Guarantor and its consolidated
         Subsidiaries on a consolidated basis in accordance with GAAP
         consistently applied;


                                       36

<PAGE>   41



                      (b) within 45 days after the end of (i) in the case of the
         Guarantor, each of the first three fiscal quarters of each fiscal year
         of the Guarantor and (ii) in the case of the Borrower, each fiscal year
         of the Borrower, consolidated balance sheets and related statements of
         operations, stockholders' equity and cash flows of the Borrower and the
         Guarantor and their consolidated Subsidiaries as of the end of and for
         such fiscal quarter and the then elapsed portion of the fiscal year,
         setting forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by a
         Financial Officer of the Borrower and the Guarantor as presenting
         fairly in all material respects the financial condition and results of
         operations of the Borrower and the Guarantor and their consolidated
         Subsidiaries on a consolidated basis in accordance with GAAP
         consistently applied, subject to normal year-end audit adjustments and
         the absence of footnotes;

                      (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         the Borrower and the Guarantor (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 6.1 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 3.4
         and, if any such change has occurred, specifying the effect of such
         change on the financial statements accompanying such certificate;

                      (d) concurrently with any delivery of financial statements
         under clause (a) above, a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any Default (which certificate may be limited to the
         extent required by accounting rules or guidelines);

                      (e) promptly after the same become publicly available,
         copies of all periodic and other reports, proxy statements and other
         materials (other than routine monthly reports on Form 8-K filed by
         Block Mortgage Finance, Inc. or routine filings by H&R Block Financial
         Advisors, Inc. or HRB Financial Services, Inc.) filed by any Credit
         Party 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 any Credit Party to its shareholders generally, as the
         case may be; and

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



                                       37

<PAGE>   42

               SECTION 5.2. 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 any Credit Party 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, the
         Guarantor or any Subsidiary in an aggregate amount exceeding
         $25,000,000; and

                      (d) 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 and the Guarantor
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

               SECTION 5.3. Existence; Conduct of Business. Each Credit Party
will, and will cause each of the Subsidiaries to, 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, disposition or dissolution permitted
under Section 6.4.

               SECTION 5.4. Payment of Obligations. Each Credit Party will, and
will cause each of the 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)
such Credit Party 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 5.5. Maintenance of Properties; Insurance. Each Credit
Party will, and will cause each of the 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 insurers, insurance in such amounts and against such risks
as is customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations. The Guarantor will be
deemed to be a financially sound and reputable insurer up to the $1,000,000
limit of its self-insured retention.


                                       38

<PAGE>   43

               SECTION 5.6. Books and Records; Inspection Rights. Each Credit
Party will, and will cause each of the 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. Each
Credit Party will, and will cause each of the 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 5.7. Compliance with Laws. Each Credit Party will, and
will cause each of the Subsidiaries to, comply with all Contractual Obligations
and all laws, rules, regulations and orders of any Governmental Authority
applicable to 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 5.8. Use of Proceeds. The proceeds of the Loans will be
used only for paying at maturity commercial paper issued by the Borrower from
time to time. 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.


                                   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, each of the Credit Parties covenants and agrees with the Lenders
that:

               SECTION 6.1. Adjusted Net Worth. The Guarantor will not permit
Adjusted Net Worth as at the last day of any fiscal quarter of the Guarantor to
be less than the sum of (a) $800,000,000 plus (b) 80% of the net gain attributed
to Consolidated Net Worth as a result of the sale by the Borrower of all or any
part of Option One Mortgage Corporation.

               SECTION 6.2. Indebtedness. The Credit Parties will not, and will
not permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

                      (a) Indebtedness created hereunder;

                      (b) Indebtedness in an aggregate principal amount not to
         exceed $750,000,000 under a credit and guarantee agreement dated as of
         the date hereof among the Borrower, the Guarantor, the lenders parties
         thereto and The Chase Manhattan Bank, as administrative agent (the
         "Acquisition Facility"), the proceeds of which are used to pay at
         maturity commercial paper issued by the Borrower in connection with the
         acquisition by the Borrower of all of the issued and outstanding
         Capital Stock of Olde and FMS.


                                       39

<PAGE>   44


                      (c) Indebtedness existing on the date hereof and set forth
         in Schedule 6.2 and extensions, renewals and replacements of any such
         Indebtedness that do not increase the outstanding principal amount
         thereof;

                      (d) Indebtedness in an aggregate principal amount not to
         exceed $1,000,000,000 issued pursuant to the Registration Statement of
         the Borrower and the Guarantor on Form S-3 (Registration No. 333-33655
         and 333-33655-01) filed with the Securities and Exchange Commission on
         August 14, 1997, as amended by Amendment No. 1 filed with the
         Securities and Exchange Commission on September 26, 1997, Amendment No.
         2 filed with the Securities and Exchange Commission on October 2, 1997,
         Amendment No. 3 filed with the Securities and Exchange Commission on
         October 6, 1997 and Amendment No. 4 filed with the Securities and
         Exchange Commission on October 8, 1997, which Registration Statement
         became effective on October 17, 1997, provided that the obligations of
         the Credit Parties hereunder shall rank pari passu with such
         Indebtedness;

                      (e) Indebtedness consisting of trade accounts payable and
         accrued expenses incurred in the ordinary cause of business;

                      (f) (i) Indebtedness in connection with commercial paper
         issued in the United States through the Borrower which is guaranteed by
         the Guarantor and (ii) Indebtedness in connection with commercial paper
         issued in Canada through H&R Block Canada, Inc. which is guaranteed by
         the Guarantor; provided that the sum of (A) the aggregate amount of all
         Indebtedness incurred pursuant to this subsection 6.2(f) at any one
         time outstanding plus (B) the Obligations outstanding at such time plus
         (C) the "Obligations" (as such term is defined in the Acquisition
         Facility) under the Acquisition Facility at such time, shall not exceed
         $2,640,000,000;

                      (g) Indebtedness in connection with Guarantees of the
         performance of any Subsidiary's obligations under or pursuant to (i)
         any office lease entered into in the ordinary course of business, and
         (ii) any promotional, joint-promotional, cross-promotional, joint
         marketing, service, equipment or supply procurement, software license
         or other similar agreement entered into by such Subsidiary with one or
         more vendors, suppliers, retail businesses or other third parties in
         the ordinary course of business, including, but not limited to,
         indemnification obligations relating to such Subsidiary's failure to
         perform its obligations under such lease or agreement;

                      (h) acquisition-related Indebtedness (either purchased or
         assumed) and Indebtedness in connection with the Guarantor's guarantees
         of the payment or performance of primary obligations of Subsidiaries of
         the Guarantor in connection with such Subsidiaries' acquisition of
         accounting firms and accounting related business; provided that the
         aggregate amount of all Indebtedness incurred pursuant to this
         subsection 6.2(h) shall not exceed $100,000,000 during any fiscal year;

                      (i) Indebtedness of any Credit Party to any other Credit
         Party, of any Credit Party to any Subsidiary, of any Subsidiary to any
         Credit Party and of any


                                       40

<PAGE>   45


         Subsidiary to any other Subsidiary; provided that such Indebtedness
         shall not be prohibited by Section 6.5;

                      (j) Indebtedness in connection with repurchase agreements
         pursuant to which mortgage loans of a Credit Party or a Subsidiary are
         sold with the simultaneous agreement to repurchase the mortgage loans
         at the same price plus interest at an agreed upon rate; provided that
         the aggregate amount of all Indebtedness incurred pursuant to this
         subsection 6.2(j) shall not at any time exceed $500,000,000; provided
         further that no agreed upon repurchase date shall be later than 90
         business days after the date of the corresponding repurchase agreement;

                      (k) Indebtedness in connection with Guarantees or
         Guarantee Obligations which are made, given or undertaken as
         representations and warranties, indemnities or assurances of the
         payment or performance of primary obligations in connection with
         securitization transactions or other transactions permitted hereunder,
         as to which primary obligations the primary obligor is a Credit Party
         or a Subsidiary;

                      (l) Indebtedness of RSM McGladrey, Inc. ("RSM"), a
         Subsidiary of the Guarantor, to McGladrey & Pullen, LLP ("M&P") and
         certain related trusts under (i) that certain Asset Purchase Agreement
         dated as of June 28, 1999 among RSM, M&P, the Guarantor and certain
         other parties signatory thereto (the "M&P Purchase Agreement") and (ii)
         the Retired Partners Agreement and the Loan Agreement (as such terms
         are defined in the M&P Purchase Agreement); provided that the amount
         payable by RSM in respect of such Indebtedness permitted under this
         paragraph (l) shall not exceed $325,000,000 in the aggregate; and

                      (m) Indebtedness of Olde and its Subsidiaries in
         connection with (i) Capital Lease Obligations in an aggregate amount
         not exceeding $10,000,000 at any time, (ii) obligations under existing
         mortgages in an aggregate amount not exceeding $12,000,000 at any time,
         (iii) securities sold and not yet purchased, provided that the
         aggregate amount of all Indebtedness incurred pursuant to this clause
         (iii) shall not at any time exceed $15,000,000, (iv) customer deposits
         in the ordinary course of business, (v) payables to brokers and dealers
         in the ordinary course of business and (vi) reimbursement obligations
         relating to letters of credit in favor of a clearing corporation in a
         face amount not to exceed $125,000,000 at any time, provided such
         letters of credit are used solely to satisfy margin deposit
         requirements.

               SECTION 6.3. Liens. Each Credit Party 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:

                      (a) Permitted Encumbrances;

                      (b) any Lien on any property or asset of any Credit Party
         or any Subsidiary existing on the date hereof and set forth in Schedule
         6.3; provided that (i) such


                                       41

<PAGE>   46


         Lien shall not apply to any other property or asset of any Credit Party
         or any Subsidiary and (ii) such Lien shall secure only those
         obligations which it secures on the date hereof and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (c) any Lien existing on any property or asset prior to the
         acquisition thereof by any Credit Party 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 any Credit Party 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 extensions, renewals and replacements thereof that
         do not increase the outstanding principal amount thereof;

                  (d) Liens arising in connection with the securitization of any
         mortgage loans owned by the Borrower or any of its Subsidiaries;

                  (e) Liens arising in connection with the sale of any credit
         card receivables owned by the Borrower or any of its Subsidiaries;

                  (f) Liens on fixed or capital assets acquired, constructed or
         improved by any Credit Party or any Subsidiary to secure Indebtedness
         of such Credit Party or such Subsidiary incurred to finance the
         acquisition, construction or improvement of such fixed or capital
         assets; provided that (i) such Liens and the Indebtedness secured
         thereby are incurred prior to or within 90 days after such acquisition
         or the completion of such construction or improvement, (ii) the
         Indebtedness secured thereby does not exceed 100% of the cost of
         acquiring, constructing or improving such fixed or capital assets and
         (iii) such security interests shall not apply to any other property or
         assets of any Credit Party or any Subsidiary;

                  (g) Liens arising in connection with repurchase agreements
         contemplated by Section 6.2(j); provided that such security interests
         shall not apply to any property or assets of any Credit Party or any
         Subsidiary except for the mortgage loans or securities, as applicable,
         subject to such repurchase agreements;

                  (h) Liens arising in connection with Indebtedness permitted by
         Section 6.2(m)(v), which Liens are granted in the ordinary course of
         business;

                  (i) Liens not otherwise permitted by this Section 6.3 so long
         as the Obligations hereunder are contemporaneously secured equally and
         ratably with the obligations secured thereby; and

                  (j) Liens not otherwise permitted by this Section 6.3 so long
         as neither (i) the aggregate outstanding principal amount of the
         obligations secured thereby nor (ii)



                                       42

<PAGE>   47



         the aggregate fair market value (determined as of the date such Lien is
         incurred) of the assets subject thereto exceeds (as to the Credit
         Parties and all Subsidiaries) $10,000,000 at any one time.

               SECTION 6.4. Fundamental Changes.

                  (a) Each Credit Party will not, and will not permit any
         Subsidiary to, merge into or consolidate with any other Person, or
         permit any other Person to merge into or consolidate with it, or sell,
         transfer, lease or otherwise dispose of (in one transaction or in a
         series of transactions) all or any substantial part of its assets, or
         all or substantially all of the stock of any of the 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 Subsidiary other than the Borrower may merge into a Credit
         Party in a transaction in which the Credit Party is the surviving
         corporation, (ii) any wholly owned Subsidiary other than the Borrower
         may merge into any other wholly owned Subsidiary in a transaction in
         which the surviving entity is a wholly owned Subsidiary, (iii) any
         Subsidiary other than the Borrower may sell, transfer, lease or
         otherwise dispose of its assets to the Guarantor or to another
         Subsidiary and (iv) any Subsidiary other than the Borrower may
         liquidate or dissolve if the Guarantor determines in good faith that
         such liquidation or dissolution is in the best interests of the
         Guarantor and is not materially disadvantageous to the Lenders;
         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 6.5.

                  (b) Except as set forth on Schedule 6.4(b), the Credit Parties
         will not, and will not permit any Subsidiary to, engage to any material
         extent in any business other than businesses of the type conducted by
         the Credit Parties and the Subsidiaries on the date of execution of
         this Agreement and businesses reasonably related thereto.

               SECTION 6.5. Transactions with Affiliates. Each Credit Party will
    not, and will not permit any Subsidiary 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 such Credit
    Party or such Subsidiary than could be obtained on an arm's-length basis
    from unrelated third parties and (b) transactions between or among the
    Guarantor and its wholly owned Subsidiaries not involving any other
    Affiliate.

               SECTION 6.6. Restrictive Agreements. The Credit Parties will not,
    and will not permit any Subsidiary to, directly or indirectly, enter into,
    incur or permit to exist any agreement or other arrangement that by its
    terms prohibits, restricts or imposes any condition upon (a) the ability of
    any Credit Party or any Subsidiary to create, incur or permit to exist any
    Lien upon any of its material 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
    Guarantor or any other Subsidiary or to Guarantee Indebtedness of the


                                       43

<PAGE>   48



    Guarantor 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 6.6 (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 and other contracts restricting the assignment thereof.

               SECTION 6.7. Limitation on Sale of Assets. Each Credit Party will
    not, and will not permit any Subsidiary to, convey, sell, lease, assign,
    transfer or otherwise dispose of any of its property, business or assets
    (including, without limitation, receivables and leasehold interests),
    whether now owned or hereafter acquired, or, in the case of any Subsidiary,
    issue or sell any shares of such Subsidiary's Capital Stock to any Person
    other than the Guarantor or any wholly owned Subsidiary of the Guarantor,
    except:

                  (a) the sale or other disposition of obsolete or worn out
         property in the ordinary course of business;

                  (b) the sale or other disposition of any property in the
         ordinary course of business, provided that the aggregate book value of
         all assets (other than inventory) so sold or disposed of in any period
         of twelve consecutive months shall not exceed 5% of consolidated total
         assets of the Guarantor and the Subsidiaries as at the beginning of
         such twelve-month period;

                  (c) the sale of inventory (including mortgage loans) or
         financial services in the ordinary course of business;

                  (d) the sale or discount without recourse of accounts
         receivable arising in the ordinary course of business in connection
         with the compromise or collection thereof;

                  (e) the Borrower may sell all or any part of Option One
         Mortgage Corporation; and

                  (f) as permitted by Section 6.4.



                                       44

<PAGE>   49



                                   ARTICLE VII

                                    GUARANTEE

               SECTION 7.1. Guarantee.

                  (a) The Guarantor hereby unconditionally and irrevocably
         guarantees to the Administrative Agent and the Lenders and their
         respective successors, indorsees, transferees and assigns, the prompt
         and complete payment and performance by the Borrower when due (whether
         at the stated maturity, by acceleration or otherwise) of the
         Obligations.

                  (b) The Guarantor further agrees to pay any and all expenses
         (including, without limitation, all fees and disbursements of counsel)
         which may be paid or incurred by the Administrative Agent or any Lender
         in enforcing, or obtaining advice of counsel in respect of, any rights
         with respect to, or collecting, any or all of the Obligations and/or
         enforcing any rights with respect to, or collecting against, the
         Guarantor under this Article. This Article shall remain in full force
         and effect until the Obligations and the obligations of the Guarantor
         under the guarantee contained in this Article shall have been satisfied
         by payment in full and the Commitments shall be terminated,
         notwithstanding that from time to time prior thereto the Borrower may
         be free from any Obligations.

                  (c) No payment or payments made by any Credit Party, any other
         guarantor or any other Person or received or collected by the
         Administrative Agent or any Lender from any Credit Party or any other
         Person by virtue of any action or proceeding or any set-off or
         appropriation or application, at any time or from time to time, in
         reduction of or in payment of the Obligations shall be deemed to
         modify, reduce, release or otherwise affect the liability of the
         Guarantor hereunder which shall, notwithstanding any such payment or
         payments, remain liable hereunder for the Obligations until the
         Obligations are paid in full and the Commitments are terminated.

                  (d) The Guarantor agrees that whenever, at any time or from
         time to time, it shall make any payment to the Administrative Agent or
         any Lender on account of its liability hereunder, it will notify the
         Administrative Agent and such Lender in writing that such payment is
         made under this Article for such purpose.

               SECTION 7.2. No Subrogation. Notwithstanding any payment or
    payments made by the Guarantor hereunder, or any set-off or application of
    funds of the Guarantor by the Administrative Agent or any Lender, the
    Guarantor shall not be entitled to be subrogated to any of the rights of the
    Administrative Agent or any Lender against the Borrower or against any
    collateral security or guarantee or right of offset held by the
    Administrative Agent or any Lender for the payment of the Obligations, nor
    shall the Guarantor seek or be entitled to seek any contribution or
    reimbursement from the Borrower in respect of payments made by the Guarantor
    hereunder, until all amounts owing to the Administrative Agent and the
    Lenders by the Borrower on account of the Obligations are paid in full and
    the Commitments are terminated. If any

                                       45

<PAGE>   50




    amount shall be paid to the Guarantor on account of such subrogation rights
    at any time when all of the Obligations shall not have been paid in full,
    such amount shall be held by the Guarantor in trust for the Administrative
    Agent and the Lenders, segregated from other funds of the Guarantor, and
    shall, forthwith upon receipt by the Guarantor, be turned over to the
    Administrative Agent in the exact form received by the Guarantor (duly
    indorsed by the Guarantor to the Administrative Agent, if required) to be
    applied against the Obligations, whether matured or unmatured, in such order
    as the Administrative Agent may determine. The provisions of this Section
    shall be effective notwithstanding the termination of this Agreement and the
    payment in full of the Obligations and the termination of the Commitments.

               SECTION 7.3. Amendments, etc. with respect to the Obligations;
    Waiver of Rights. The Guarantor shall remain obligated hereunder
    notwithstanding that, without any reservation of rights against the
    Guarantor, and without notice to or further assent by the Guarantor, any
    demand for payment of any of the Obligations made by the Administrative
    Agent or any Lender may be rescinded by the Administrative Agent or such
    Lender, and any of the Obligations continued, and the Obligations, or the
    liability of any other party upon or for any part thereof, or any collateral
    security or guarantee therefor or right of offset with respect thereto, may,
    from time to time, in whole or in part, be renewed, extended, amended,
    modified, accelerated, compromised, waived, surrendered or released by the
    Administrative Agent or any Lender, and this Agreement and any other
    documents executed and delivered in connection herewith may be amended,
    modified, supplemented or terminated, in whole or in part, in accordance
    with the provisions hereof as the Administrative Agent (or the requisite
    Lenders, as the case may be) may deem advisable from time to time, and any
    collateral security, guarantee or right of offset at any time held by the
    Administrative Agent or any Lender for the payment of the Obligations may be
    sold, exchanged, waived, surrendered or released. Neither the Administrative
    Agent nor any Lender shall have any obligation to protect, secure, perfect
    or insure any Lien at any time held by it as security for the Obligations or
    for this Agreement or any property subject thereto. When making any demand
    hereunder against the Guarantor, the Administrative Agent or any Lender may,
    but shall be under no obligation to, make a similar demand on the Borrower
    or any other guarantor, and any failure by the Administrative Agent or any
    Lender to make any such demand or to collect any payments from the Borrower
    or any such other guarantor or any release of the Borrower or such other
    guarantor shall not relieve the Guarantor of its obligations or liabilities
    hereunder, and shall not impair or affect the rights and remedies, express
    or implied, or as a matter of law, of the Administrative Agent or any Lender
    against the Guarantor. For the purposes hereof "demand" shall include the
    commencement and continuance of any legal proceedings.

               SECTION 7.4. Guarantee Absolute and Unconditional. The Guarantor
    waives any and all notice of the creation, renewal, extension or accrual of
    any of the Obligations and notice of or proof of reliance by the
    Administrative Agent or any Lender upon this Agreement or acceptance of this
    Agreement; the Obligations, and any of them, shall conclusively be deemed to
    have been created, contracted or incurred, or renewed, extended, amended or
    waived, in reliance upon this Agreement; and all dealings between the
    Borrower and the Guarantor, on the one hand, and the Administrative Agent
    and the Lenders, on the other, shall likewise be conclusively presumed to
    have been had or consummated in reliance upon this Agreement. The Guarantor
    waives diligence, presentment, protest, demand for payment and notice of
    default or nonpayment

                                       46

<PAGE>   51



    to or upon the Borrower and the Guarantor with respect to the Obligations.
    This Article shall be construed as a continuing, absolute and unconditional
    guarantee of payment without regard to (a) the validity, regularity or
    enforceability of this Agreement, any other documents executed and delivered
    in connection herewith, any of the Obligations or any other collateral
    security therefor or guarantee or right of offset with respect thereto at
    any time or from time to time held by the Administrative Agent or any
    Lender, (b) any defense, set-off or counterclaim (other than a defense of
    payment or performance) which may at any time be available to or be asserted
    by the Guarantor against the Administrative Agent or any Lender, or (c) any
    other circumstance whatsoever (with or without notice to or knowledge of the
    Borrower or the Guarantor) which constitutes, or might be construed to
    constitute, an equitable or legal discharge of the Borrower for the
    Obligations, or of the Guarantor under this Article, in bankruptcy or in any
    other instance. When pursuing its rights and remedies hereunder against the
    Guarantor, the Administrative Agent and any Lender may, but shall be under
    no obligation to, pursue such rights and remedies as it may have against the
    Borrower or any other Person or against any collateral security or guarantee
    for the Obligations or any right of offset with respect thereto, and any
    failure by the Administrative Agent or any Lender to pursue such other
    rights or remedies or to collect any payments from the Borrower or any such
    other Person or to realize upon any such collateral security or guarantee or
    to exercise any such right of offset, or any release of the Borrower or any
    such other Person or of any such collateral security, guarantee or right of
    offset, shall not relieve the Guarantor of any liability hereunder, and
    shall not impair or affect the rights and remedies, whether express, implied
    or available as a matter of law, of the Administrative Agent or any Lender
    against the Guarantor. This Article shall remain in full force and effect
    and be binding in accordance with and to the extent of its terms upon the
    Guarantor and its successors and assigns, and shall inure to the benefit of
    the Administrative Agent and the Lenders, and their respective successors,
    indorsees, transferees and assigns, until all the Obligations and the
    obligations of the Guarantor under this Agreement shall have been satisfied
    by payment in full and the Commitments shall be terminated, notwithstanding
    that from time to time during the term of this Agreement the Borrower may be
    free from any Obligations.

               SECTION 7.5. Reinstatement. This Article shall continue to be
    effective, or be reinstated, as the case may be, if at any time payment, or
    any part thereof, of any of the Obligations is rescinded or must otherwise
    be restored or returned by the Administrative Agent or any Lender upon the
    insolvency, bankruptcy, dissolution, liquidation or reorganization of any
    Credit Party or upon or as a result of the appointment of a receiver,
    intervenor or conservator of, or trustee or similar officer for, any Credit
    Party or any substantial part of its property, or otherwise, all as though
    such payments had not been made.

               SECTION 7.6. Payments. The Guarantor hereby agrees that all
    payments required to be made by it hereunder will be made to the
    Administrative Agent without set-off or counterclaim in accordance with the
    terms of the Obligations, including, without limitation, in the currency in
    which payment is due.



                                       47


<PAGE>   52


                                  ARTICLE VIII

                                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 any Credit Party 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 incorrect in any material respect when made or
     deemed made;

              (d) any Credit Party shall fail to observe or perform any
     covenant, condition or agreement contained in Section 5.2, 5.3 (with
     respect to the Credit Parties' existence) or 5.8 or in Article VI;

              (e) any Credit Party 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) any Credit Party 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 (after expiration of any applicable grace or cure period);

              (g) any event or condition occurs that results in any Material
     Indebtedness becoming due prior to its scheduled maturity or that enables
     or permits (after expiration of any applicable grace or cure period) 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;

                                       48

<PAGE>   53




              (h) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed seeking (i) liquidation, reorganization or other
     relief in respect of any Credit Party 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 any Credit Party 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) any Credit Party 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 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) any Credit Party 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 $15,000,000 shall be rendered against the Guarantor,
     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 any
     Credit Party 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;

              (m) a Change in Control shall occur;

              (n) the Guarantee contained in Article VII herein shall cease, for
     any reason, to be in full force and effect in any material respect or any
     Credit Party shall so assert; or

              (o) any of the RAL Program Documents or any material term or
     provision thereof shall cease to be in full force and effect; or any party
     thereto shall, or shall purport to, terminate, repudiate, declare voidable
     or void or otherwise contest any of the RAL Program Documents or any
     material term or provision thereof or any material obligation or liability
     of any party thereunder; or any party thereto shall default beyond


                                       49

<PAGE>   54



     any applicable grace or cure period in the observance or performance of any
     material term, provision or condition thereof;

then, and in every such event (other than an event with respect to the Credit
Parties 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 Credit Parties
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 Credit Parties; and in case of any event with respect to
the Credit Parties 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 Credit Parties 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 Credit Parties.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

         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 any Credit Party or any Subsidiary 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

                                       50

<PAGE>   55



it with the consent or at the request of the Required Lenders (or when
expressly, required hereby, all the Lenders) or in the absence of its own gross
negligence or willful 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 any Credit Party 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 in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered 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 or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the 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 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 any Credit Party), 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 of its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and of all its duties and exercise its rights and
powers through their respective Related Parties. The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective 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

                                       51

<PAGE>   56


hereunder, the provisions of this Article and Section 10.3 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.

         Notwithstanding anything to the contrary contained in this Agreement,
the parties hereto hereby agree that no agent (other than the Administrative
Agent) shall have any rights, duties or responsibilities in its capacity as
agent hereunder and that no agent (other than the Administrative Agent) shall
have the authority to take any action hereunder in its capacity as such.


                                    ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.1. 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 or the Guarantor, to it at 4435 Main
    Street, Kansas City, Missouri 64111, Attention of Ozzie Wenich (Telecopy No.
    (816) 753-8628);

              (b) if to the Administrative Agent, to The Chase Manhattan Bank,
    Agent Bank Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
    New York 10081, Attention of Margaret Swales (Telecopy No. (212) 552-5662),
    with a copy to The Chase Manhattan Bank, 10 South LaSalle Street, Chicago,
    Illinois 60603, Attention of Mark Gibbs (Telecopy No. (312) 807-4550); and

              (c) if to any 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.


                                       52

<PAGE>   57



         SECTION 10.2. Waivers; Amendments.

              (a) No failure or delay by the Administrative Agent or any 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 Credit
    Parties 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 Credit Parties and the Required Lenders or by the Credit
    Parties 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 2.15(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) release
    the guarantee contained in Article VII, 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 10.3. Expenses; Indemnity; Damage Waiver.

              (a) The Borrower shall pay (i) all reasonable out-of-pocket
    expenses incurred by the Administrative Agent and its Affiliates, including
    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 and any amendments, modifications or waivers of the

                                       53

<PAGE>   58



    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 hereunder, including in connection with any
    workout, restructuring or negotiations in respect thereof.

              (b) The Credit Parties shall jointly and severally 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 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 Credit Parties or any Subsidiaries, or any Environmental Liability
    related in any way to the Credit Parties or any 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 or related
    expenses are determined by a court of competent jurisdiction by final and
    nonappealable judgment to have resulted from the gross negligence or willful
    misconduct of such Indemnitee.

              (c) To the extent that any Credit Party 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 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. The Administrative Agent shall have the right to deduct
    any amount owed to it by any Lender under this paragraph (c) from any
    payment made by it to such Lender hereunder.

              (d) To the extent permitted by applicable law, the Credit Parties
    shall not assert, and hereby waive, 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.


                                       54

<PAGE>   59



              (e) All amounts due under this Section shall be payable promptly
    after written demand therefor.

         SECTION 10.4. 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 no Credit Party may 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 any Credit Party 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 its 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 an
     assignment of a proportionate part of all the assigning Lender's rights and
     obligations under this Agreement, (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, 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 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 2.12, 2.13, 2.14 and 10.3). 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


                                       55

<PAGE>   60


    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 each Credit Party, 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 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 any Credit Party 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 Credit Parties, 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 10.2(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 2.12, 2.13 and 2.14 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 2.12 or 2.14 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



                                       56
<PAGE>   61


         Participant that would be a Foreign Lender if it were a Lender shall
         not be entitled to the benefits of Section 2.14 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 2.14(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 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 10.5. Survival. All covenants, agreements,
representations and warranties made by the Credit Parties 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 2.12, 2.13, 2.14 and 10.3 and Article IX 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 10.6. 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 4.1, 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 10.7. 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 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.



                                       57
<PAGE>   62

                  SECTION 10.8. 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 either Credit Party against any of and
all the obligations of such Credit Party 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 10.9. 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) Each Credit Party 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 any Credit Party or its properties in the courts of
         any jurisdiction.

                      (c) Each Credit Party hereby irrevocably and
         unconditionally waives, to the fullest extent it may legally and
         effectively do so, any objection which it may now or hereafter have to
         the laying of venue of any suit, action or proceeding arising out of or
         relating to this Agreement 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 10.1.
         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 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,



                                       58
<PAGE>   63

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 10.11. 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 10.12. 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 (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section by it or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than any Credit Party. For the purposes of this Section, "Information"
means all information received from any Credit Party relating to any Credit
Party 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 such Credit Party; provided that, in the case of information
received from any Credit Party 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 10.13. 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


                                       59
<PAGE>   64

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.














                                       60
<PAGE>   65

                  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.

                           BLOCK FINANCIAL CORPORATION

                           By: /s/ Frank L. Salizzoni
                               -------------------------------------------------
                           Title: President

                           H&R BLOCK, INC.

                           By: /s/ Ozzie Wenich
                               -------------------------------------------------
                           Title: Senior Vice President and
                           Chief Financial Officer

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

                           By: /s/ Sean Obranski
                               -------------------------------------------------
                           Title: Vice President

                           MELLON BANK N.A.

                           By: /s/ Louis E. Flori
                               -------------------------------------------------
                           Title: Vice President

                           FLEET NATIONAL BANK

                           By: /s/ David M. Harnish
                               -------------------------------------------------
                           Title:  Vice President

                           BANK ONE, NA
                           (Main Office Chicago)

                           By: /s/ Thomas J. Connally
                               -------------------------------------------------
                           Title: Vice President

                           BANCO DI NAPOLI, S.p.A.

                           By: /s/ Vito Spada
                               -------------------------------------------------
                           Title: Executive Vice President

                           By: /s/ Claude P. Mapes
                               -------------------------------------------------
                           Title: First Vice President

                           BANK OF AMERICA, N.A.




                                       61
<PAGE>   66

                           By: /s/ Kenneth J. Beck
                               -------------------------------------------------
                           Title: Vice President

                           CITIBANK, N.A.

                           By: /s/ Mark Stanfield Packard
                               -------------------------------------------------
                           Title: Vice President

                           COMERICA BANK

                           By: /s/ James B. Haeffner
                               -------------------------------------------------
                           Title: First Vice President

                           COMMERCE BANK, N.A.

                           By: /s/ Byron McCallum
                               -------------------------------------------------
                           Title: Vice President

                           COMMERZBANK AG, NEW YORK AND
                           GRAND CAYMAN BRANCHES

                           By: /s/ Paul Karlin
                               -------------------------------------------------
                           Title:  Assistant Vice President

                           By: /s/ J. Timothy Shortly
                               -------------------------------------------------
                           Title: Senior Vice President

                           CREDIT LYONNAIS, NEW YORK BRANCH

                           By: /s/ W. Jay Buckley
                               -------------------------------------------------
                           Title: Vice President

                           FIRST HAWAIIAN BANK

                           By: /s/ Jeffrey N. Higashi
                               -------------------------------------------------
                           Title: Corporate Banking Officer

                           MERCANTILE BANK

                           By: /s/ Barry Sullivan
                               -------------------------------------------------
                           Title:  Vice President

                           NATIONAL AUSTRALIA BANK LIMITED




                                       62
<PAGE>   67

                           By: /s/ Bill Schmid
                               -------------------------------------------------
                           Title: Vice President

                           ROYAL BANK OF CANADA

                           By: /s/ N.G. Millar
                               -------------------------------------------------
                           Title: Senior Manager

                           THE BANK OF NEW YORK

                           By: /s/ David G. Shedd
                               -------------------------------------------------
                           Title:  Vice President

                           THE NORTHERN TRUST COMPANY

                           By: /s/ Craig Smith
                               -------------------------------------------------
                           Title: Vice President

                           TORONTO DOMINION (TEXAS), INC.

                           By: /s/ Azar S. Azarpour
                               -------------------------------------------------
                           Title: Vice President

                           WACHOVIA BANK, N.A.

                           By: /s/ Mark L. Thomas
                               -------------------------------------------------
                           Title: Vice President

                           WELLS FARGO BANK, N.A.

                           By: /s/ David B. Hollingsworth
                               -------------------------------------------------
                           Title: Vice President

                           By:/s/ Mark Haberecht
                           Title: Assistant Vice President

                           WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH

                           By: /s/ Lisa Walker
                               -------------------------------------------------
                           Title: Vice President
                           By: /s/ Barry Wadler
                               -------------------------------------------------
                           Title: Associate



                                       63
<PAGE>   68

<TABLE>
<CAPTION>

                                                                 SCHEDULE 2.1

                                   COMMITMENTS
<S>                                                           <C>
Lender                                                            Commitment
- - ------                                                            ----------
ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK                                      $  150,000,000

SYNDICATION AGENT
MELLON BANK, N.A.                                                145,000,000

CO-DOCUMENTATION AGENTS
FLEET NATIONAL BANK                                              145,000,000
BANK ONE, NA                                                     145,000,000

MANAGING AGENTS
BANK OF AMERICA, N.A.                                            125,000,000
CITIBANK, N.A.                                                   125,000,000
THE BANK OF NEW YORK                                             100,000,000
COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES                                          100,000,000
CREDIT LYONNAIS, NEW YORK BRANCH                                 100,000,000
NATIONAL AUSTRALIA BANK LIMITED                                  100,000,000
ROYAL BANK OF CANADA                                             100,000,000
TORONTO DOMINION (TEXAS), INC.                                   100,000,000
WACHOVIA BANK, N.A.                                              100,000,000
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
  NEW YORK BRANCH                                                100,000,000

LEAD MANAGER
COMERICA BANK                                                     75,000,000

PARTICIPANTS
MERCANTILE BANK                                                   50,000,000
COMMERCE BANK, N.A.                                               30,000,000
BANCO DI NAPOLI, S.p.A.                                           25,000,000
FIRST HAWAIIAN BANK                                               25,000,000
THE NORTHERN TRUST COMPANY                                        25,000,000
WELLS FARGO BANK, N.A.                                            25,000,000
                                                              --------------
TOTAL:                                                        $1,890,000,000
                                                              ==============
                                                                SCHEDULE 3.4(a)
                                                              --------------
</TABLE>



                                       64
<PAGE>   69


                              GUARANTEE OBLIGATIONS

- - -        Guarantee Obligations of the Borrower which have been given or made as
         representations or warranties, indemnities or assurance of the payment
         or performance of primary obligations of Subsidiaries of the Borrower
         in connection with securitization transactions.

- - -        Guarantee Obligations of the Guarantor or its Subsidiaries which have
         been given or made as indemnities or assurance of the payment or
         performance of primary obligations of Subsidiaries of the Guarantor in
         connection with such Subsidiaries' acquisitions of (i) all the Capital
         Stock of Donnelly Meiners Jordan Kline, Inc. on May 15, 1998, (ii)
         substantially all of the assets of Friedman Eisenstein Raemer and
         Schwartz, LLP and Practice Development Institute, LLC on October 21,
         1998, (iii) substantially all of the assets Katz, Sapper & Miller, LLP
         on November 2, 1998, (iv) substantially all of the assets of Freed
         Maxick Sachs & Murphy, P.C. and Freed Maxick ABL Services, Inc. on
         November 3, 1998, (v) substantially all of the assets of Rudolph
         Palitz, LLP, on May 28, 1999, (vi) substantially all of the assets of
         McGladrey & Pullen, LLP on August 2, 1999, (vii) substantially all of
         the assets of Wallace Sanders & Company on December 15, 1998, (viii)
         substantially all of the assets of C.W. Amos & Company on April 16,
         1999, (ix) substantially all of the assets of Berg, DeMarco, Lewis &
         Sawatski & Co. on February 25, 1999, (x) Troupe Kehoe Whiteaker & Kent,
         L.L.C., by merger on December 2, 1998, (xi) substantially all of the
         assets of R.J. Murphy & Associates, P.C. on March 18, 1999, (xii)
         substantially all of the assets of Battaglia, Andrews & Moag, P.C. on
         February 26, 1999, and (xiv) substantially all of the assets of Kinder
         & Wyman, P.C. on September 24, 1999.






                                       65
<PAGE>   70


                                                                   SCHEDULE 3.6

                                DISCLOSED MATTERS

                                     -NONE-




















                                       66
<PAGE>   71


                                                                  SCHEDULE 3.14

                                  SUBSIDIARIES

                  The following is a list of the direct and indirect
subsidiaries of H&R Block, Inc., a Missouri corporation. All active subsidiaries
do business under their corporate names listed below or close derivatives
thereof:

<TABLE>
<CAPTION>

                                                                       Jurisdiction in
                       Name                                            which organized
<S>                                                                <C>
H&R Block Group, Inc.                                                    Delaware (1)
Block Investment Corporation                                             Delaware (1)
HRB Management, Inc.                                                     Missouri (2)
H&R Block Tax Services, Inc.                                             Missouri (2)
H&R Block Eastern Tax Services, Inc.                                     Missouri (3)
H&R Block of Dallas, Inc.                                                 Texas (3)
HRB Partners, Inc.                                                       Delaware (4)
H&R Block and Associates, L.P.                                           Delaware (5)
HRB Royalty, Inc.                                                        Delaware (3)
BWA Advertising, Inc.                                                    Missouri (3)
H&R Block Canada, Inc.                                                    Canada (3)
H&R Block (Nova Scotia), Incorporated                                  Nova Scotia (6)
Cashplan Systems, Inc.                                               British Columbia (6)
H&R Block (Guam), Inc.                                                     Guam (3)
H&R Block Limited                                                    New South Wales (7)
Block Financial Corporation                                              Delaware (2)
Franchise Partner, Inc.                                                   Nevada (8)
MECA Sub - LFOD, Ltd.                                                 New Hampshire (8)
Block Mortgage Finance, Inc.                                             Delaware (9)
Option One Mortgage Corporation                                         California (8)
Option One Mortgage Acceptance Corporation                              Delaware (10)
Premier Trust Deed Services, Inc.                                      California (10)
Companion Insurance, Ltd.                                                Bermuda (11)
H&R Block Tax and Financial Services Limited.                        United Kingdom (11)
</TABLE>




                                       67
<PAGE>   72

<TABLE>
<CAPTION>

                                                                   Jurisdiction in
                     Name                                          which organized
<S>                                                                <C>

H&R Block Financial Advisors, Inc.                                     Delaware (8)
H&R Block Insurance Services, Inc.                                     Delaware (8)
Premier Mortgage Services of Washington Inc.                         Washington (10)
H&R Block Home Loans, Inc.                                           California (10)
H&R Block Mortgage Corporation                                         Ontario (10)
HRB Business Services, Inc.                                            Delaware (2)
DMJK Business Services, Inc.                                          Missouri (13)
FERS Business Services, Inc.                                          Delaware (13)
Practice Development Institute, Inc.                                  Delaware (13)
Block Holdings, Inc.                                                  Illinois (13)
FERS Personal Financial Services, Inc.                                Delaware (13)
KSM Business Services, Inc..                                          Delaware (13)
FM Business Services, Inc.                                            Delaware (13)
Freed Maxick ABL Services, Inc.                                       Delaware (13)
NCS Mortgage Services, L.L.C.                                          Georgia (14)
NCS Mortgage Services II, L.L.C.                                       Georgia (14)
Birchtree Financial Services, Inc.                                     Oklahoma (8)
Companion Mortgage Corporation                                         Delaware (8)
Option One Direct Insurance Agency, Inc.                             California (10)
Assurance Mortgage Corporation of America                           Massachusetts (10)
RSM McGladrey, Inc.                                                   Delaware (13)
C.W. Amos Business Services, Inc.                                     Delaware (13)
RP Business Services, Inc.                                            Delaware (13)
WS Business Services, Inc.                                            Delaware (13)
Rex Investments, Inc.                                                  Texas (15)
C.W. Amos Investment Advisors, LLC                                    Maryland (16)
McGladrey Contract Business Services, L.L.C.                          Minnesota (17)
H&R Block Enterprises, Inc.                                            Missouri (3)
H&R Block Eastern Enterprises, Inc.                                   Missouri (18)
</TABLE>


                                       68
<PAGE>   73

<TABLE>
<CAPTION>

                                                                    Jurisdiction in
                    Name                                            which organized
<S>                                                                <C>

H&R Block NC Tax Services, Inc.                                       Missouri (18)
AJR Acquisition, Inc.                                                 North Carolina (1)
HRB Retail Services, Inc.                                             Delaware (2)
</TABLE>


Notes to Subsidiaries of H&R Block, Inc.:

(1)  Wholly owned subsidiary of H&R Block, Inc.

(2)  Wholly owned subsidiary of H&R Block Group, Inc.

(3)  Wholly owned subsidiary of H&R Block Tax Services, Inc.

(4)  Wholly owned subsidiary of H&R Block of Dallas, Inc.

(5)  Limited partnership in which H&R Block Tax Services, Inc. is a 1% general
     partner and HRB Partners, Inc. is a 99% limited partner.

(6)  Wholly owned subsidiary of H&R Block Canada, Inc.

(7)  Wholly owned subsidiary of HRB Royalty, Inc.

(8)  Wholly owned subsidiary of Block Financial Corporation.

(9)  Wholly owned subsidiary of Companion Mortgage Corporation.

(10) Wholly owned subsidiary of Option One Mortgage Corporation.

(11) Wholly owned subsidiary of HRB Management, Inc.

(12) Wholly owned subsidiary of Premier Trust Deed Services, Inc.

(13) Wholly owned subsidiary of HRB Business Services, Inc.

(14) Limited liability company in which Block Financial Corporation has a 96.25%
     membership interest and non-affiliated individuals have a combined 3.75%
     membership interest.

(15) Wholly owned subsidiary of WS Business Services, Inc.

(16) Limited liability company in which C.W. Amos Business Services, Inc. has a
     100% membership interest.

(17) Limited liability company in which RSM McGladrey, Inc. has a 100%
     membership interest.

(18) Wholly owned subsidiary of H&R Block Eastern Tax Services, Inc.




                                       69
<PAGE>   74


                                                                   SCHEDULE 6.2

                              EXISTING INDEBTEDNESS

- - -        Back-up credit facility for Canadian commercial paper program which is
         guaranteed by H&R Block, Inc., in an aggregate principal amount of
         approximately $125,000,000.

- - -        H&R Block, Inc. guarantee of Subsidiaries' obligations under surety
         bonds and fidelity bonds issued pursuant to state mortgage licensing
         requirements.

- - -        Indebtedness or obligations in respect of one or more Hedging
         Agreements of any one or more of the Credit Parties and any
         Subsidiaries in an aggregate principal amount not exceeding
         $25,000,000. For purposes hereof, the "principal amount" of the
         obligations of any Credit Party 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 Credit Party or such
         Subsidiary would be required to pay if such Hedging Agreement were
         terminated at such time.

- - -        Credit facility for New York licensing purposes for Option One Mortgage
         Corporation in an aggregate principal amount of $1,000,000.





                                       70
<PAGE>   75


                                                                   SCHEDULE 6.3

                                 EXISTING LIENS

                                     -NONE-





























                                       71
<PAGE>   76




                                                                 SCHEDULE 6.4(b)

                              ADDITIONAL BUSINESSES

- - -        Financial planning and/or advisory products and services in the United
         States, Canada, the United Kingdom and Australia, including (without
         limitation) brokerage services (stocks, bonds, mutual funds), IRAs
         (United States) and RSPs (Canada), 401(k) rollover products and
         services, insurance and annuities.

- - -        Finance Company Business (consumer finance and mortgage loan related
         products and services in addition to the consumer finance, credit card
         and mortgage business currently conducted by the Credit Parties and
         their Subsidiaries).

- - -        Check cashing.

                                       72

<PAGE>   77


                                                                    SCHEDULE 6.6

                              EXISTING RESTRICTIONS

- - -        Indenture, dated as of October 20, 1997, by and between the Credit
         Parties and Bankers Trust Company, as trustee.

- - -        Repurchase Agreements pursuant to which mortgage loans of a Credit
         Party or a Subsidiary of a Credit Party are sold with the simultaneous
         agreement to repurchase the mortgage loans at some point in the future
         at the same price plus interest at an agreed upon rate; provided that
         (i) the aggregate principal balance of such mortgage loans subject to a
         repurchase agreement at any given time shall not exceed $500,000,000
         and (ii) no agreed upon repurchase date shall be later than 90 business
         days after the date of the applicable repurchase agreement.


                                       73

<PAGE>   78


                                                                       EXHIBIT A

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the $1,890,000,000 Credit and Guarantee
Agreement, dated as of November 1, 1999 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Block Financial
Corporation (the "Borrower"), H&R Block, Inc., the Lenders party thereto and The
Chase Manhattan Bank, as administrative agent for the Lenders (in such capacity,
the "Agent"). Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  The Assignor identified on Schedule l hereto (the "Assignor")
and the Assignee identified on Schedule l hereto (the "Assignee") agree as
follows:

                  1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined below), the interest described in Schedule 1
hereto (the "Assigned Interest") in and to the Assignor's rights and obligations
under the Credit Agreement with respect to those credit facilities contained in
the Credit Agreement as are set forth on Schedule 1 hereto (individually, an
"Assigned Facility"; collectively, the "Assigned Facilities"), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto.

                  2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Credit Party, any of their respective Subsidiaries or
any other obligor or the performance or observance by any Credit Party, any of
their Subsidiaries or any other obligor of any of their respective obligations
under the Credit Agreement or any other instrument or document furnished
pursuant hereto or thereto; and (c) attaches any promissory notes held by it
evidencing the Assigned Facilities and (i) requests that the Agent, upon request
by the Assignee, exchange the attached promissory notes for a new promissory
note or promissory notes payable to the Assignee and (ii) if the Assignor has
retained any interest in the Assigned Facility, requests that the Agent exchange
the attached promissory notes for a new promissory note or promissory notes
payable to the Assignor, in each case in amounts which reflect the assignment
being made hereby (and after giving effect to any other assignments which have
become effective on the Effective Date).


                                       74

<PAGE>   79

                  3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to Section 3.4 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (c) agrees
that it will, independently and without reliance upon the Assignor, the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Agent by the terms
thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender including, if it
is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 2.14 of the Credit Agreement.

                  4. The effective date of this Assignment and Acceptance shall
be the Effective Date of Assignment described in Schedule 1 hereto (the
"Effective Date"). Following the execution of this Assignment and Acceptance, it
will be delivered to the Agent for acceptance by it and recording by the Agent
pursuant to the Credit Agreement, effective as of the Effective Date (which
shall not, unless otherwise agreed to by the Agent, be earlier than five
Business Days after the date of such acceptance and recording by the Agent).

                  5. Upon such acceptance and recording, from and after the
Effective Date, the Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to the Effective Date and to the
Assignee for amounts which have accrued subsequent to the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Agent for periods prior to the Effective Date or with respect to the making
of this assignment directly between themselves.

                  6. From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and shall be bound by the provisions thereof and (b) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.

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

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.

                                       75

<PAGE>   80


                                   Schedule 1
                          to Assignment and Acceptance

Name of Assignor:
                 -----------------------
Name of Assignee:
                 -----------------------
Effective Date of Assignment:
                             -----------
<TABLE>
<CAPTION>
             Credit                         Principal
        Facility Assigned                Amount Assigned                   Commitment Percentage Assigned
================================== ============================= ===================================================
<S>                                <C>                           <C>
Revolving Credit                         $                                                .          %
                                          -------------                                --- ----------
</TABLE>


[NAME OF ASSIGNEE]                            [NAME OF ASSIGNOR]

By:                                           By:
Title:                                        Title:

[Consented to and] Accepted:                  [Consented To:
THE CHASE MANHATTAN BANK, as                   BLOCK FINANCIAL CORPORATION
Administrative Agent
By:                                           By:
Title:                                        Title:]





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

                                       76

<PAGE>   81


                                                                         , 1999

The Chase Manhattan Bank,
   as Administrative Agent
and
The Lenders Party to the Credit and Guarantee
   Agreement Referenced Below

                  RE:       CREDIT AND GUARANTEE AGREEMENT DATED AS OF NOVEMBER
                            1, 1999 AMONG BLOCK FINANCIAL CORPORATION, AS
                            BORROWER, H&R BLOCK, INC., AS GUARANTOR, THE LENDERS
                            PARTY THERETO AND THE CHASE MANHATTAN BANK, AS
                            ADMINISTRATIVE AGENT (THE "CREDIT AGREEMENT")

Ladies and Gentlemen:

                  We have acted as counsel to Block Financial Corporation, a
Delaware corporation (the "Borrower"), and H & R Block, Inc., a Missouri
corporation (the "Guarantor"), in connection with the above-referenced Credit
Agreement. The Borrower and the Guarantor are sometimes individually referred to
herein as a "Credit Party" and collectively referred to herein as the "Credit
Parties." This opinion is furnished to you pursuant to subsection 4.2(b) of the
Credit Agreement. Capitalized terms used herein without definition have the same
meanings as in the Credit Agreement.

         For purposes of this opinion, we have examined the following documents:

         (a)   a copy of the Credit Agreement;

         (b)   a copy of the certificate delivered to the Administrative Agent
               by each Credit Party pursuant to Sections 4.2(c) and 4.2(d) of
               the Credit Agreement;

         (c)   the Officer's Certificates delivered to us by the Credit Parties,
               copies of which are attached hereto as Exhibits 1 and 2;

         (d)   a copy of the Certificate of Good Standing with respect to the
               Borrower issued by the Secretary of State of the State of
               Delaware dated   , 1999;

         (e)   a copy of the Certificate of Good Standing with respect to the
               Guarantor issued by the Secretary of State of the State of
               Missouri dated   , 1999; and

         (f)   such other corporate records of the Credit Parties as we have
               deemed necessary or appropriate to enable us to render the
               opinions expressed below.

                  Whenever our opinion with respect to the existence or absence
of facts is indicated to be based on our knowledge or awareness, we are
referring solely to the actual knowledge of the particular Bryan Cave LLP
attorneys who have represented the Credit Parties in

                                       77

<PAGE>   82

connection with the transactions contemplated by the Credit Agreement. Except as
expressly set forth herein, we have not undertaken any independent investigation
to determine the existence or absence of such facts and no inference as to our
knowledge concerning such facts should be drawn from the fact that such
representation has been undertaken by us.

                  In rendering this opinion, we have made and relied on the
following assumptions with your permission, and without independent
investigation: (i) the representations and warranties made in the Credit
Agreement, and the other factual matters contained in certificates and other
documents examined by us, are true and accurate; (ii) the signatures of
individuals (other than individuals signing on behalf of any Credit Party)
signing all documents in connection with which this opinion is rendered are
genuine and authorized; (iii) all documents submitted to us as copies, whether
certified or not, conform to authentic original documents; (iv) all parties
(other than any Credit Party) to the documents reviewed by us have full power
and authority to execute, deliver and perform thereunder, and all such documents
have been duly authorized by all necessary corporate or other actions on the
part of such parties and others, have been duly executed by such parties, have
been duly delivered by such parties and, as to all such parties, constitute
legal, valid and binding obligations of such parties; (v) no consent, approval,
authorization, declaration or filing by or with any governmental commission,
board or agency is required for the valid execution and delivery by the
Administrative Agent or any Lender of the Credit Agreement; and (vi) there are
no agreements between any of the parties that would alter the agreements set
forth in the Credit Agreement.

                  Based on the foregoing and in reliance thereon, and subject to
the limitations, qualifications and exceptions set forth below, we are of the
opinion that:

                  1. Each Credit Party is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has the full corporate power and corporate authority to own
and operate its material properties and to carry on its business as now
conducted.

                  2. Each Credit Party has the full corporate power and
corporate authority to execute, deliver and perform the Credit Agreement.

                  3. The execution, delivery and performance by each Credit
Party of the Credit Agreement (a) have been duly authorized by all necessary
corporate action on the part of such Credit Party, and (b) do not, in respect of
the Credit Parties or any of their respective Subsidiaries, require the approval
or consent of, authorization by, or registration, declaration or filing with,
any governmental authority, except for those which have been obtained and remain
in effect.

                  4. The Credit Agreement has been duly executed and delivered
by each Credit Party and constitutes the legal, valid and binding obligation of
such Credit Party, enforceable in accordance with its terms.

                  5. The execution, delivery and performance by each Credit
Party of the Credit Agreement will not: (a) contravene the terms of the
Certificate or Articles of Incorporation or

                                       78

<PAGE>   83

bylaws of such Credit Party; (b) conflict with or result in the breach of any
material provision of or constitute a default (with due notice or lapse of time,
or both) under any material agreement to which such Credit Party is a party or
its properties are subject, or result in the creation or imposition of any lien
or encumbrance upon any of the property of any Credit Party pursuant to the
provisions of any such agreement or instrument; (c) contravene, to our
knowledge, any order, injunction, writ or decree of any court or arbiter to
which any Credit Party or its property is subject; or (d) violate any law,
treaty, rule or regulation, in each case applicable to or binding upon any
Credit Party or any of its property or to which any Credit Party or any of its
property is subject.

                  6. To our knowledge there are no actions, suits or proceedings
pending or threatened against any Credit Party in any court or before any
governmental authority which have a significant likelihood of materially and
adversely affecting either the ability of such Credit Party to perform its
obligations under the Credit Agreement or the financial condition or operations
of the Guarantor and its Subsidiaries taken as a whole.

                  7. The making of any Loan and the application of the proceeds
thereof as provided in the Credit Agreement will not violate Regulation T, U or
X of the Board of Governors of the Federal Reserve System.

                  8. Neither Credit Party is an "investment company" or a
company "controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.

                  The opinions set forth above are subject to the following
qualifications:

                  a. Our opinions expressed herein are limited to the laws of
the State of Missouri, the laws of the State of New York, the federal law of the
United States, and the General Corporation Law of the State of Delaware, and we
do not express any opinion concerning any other law nor do we purport to be
experts in the laws of any other states.

                  b. Our opinion above as to enforceability of the Credit
Agreement is subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, receivership, moratorium or similar laws affecting creditors'
rights and remedies generally, and (ii) the effect of general principles of
equity including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, and the possible unavailability of specific
performance, injunctive relief or other equitable remedies (regardless of
whether considered in a proceeding in equity or at law).

                  c. We have not been requested to render, and with your
permission we do not express, any opinion as to the applicability of Section 548
of the Bankruptcy Code, Article 10 of the New York Debtor & Creditor Law or any
other law relating to fraudulent conveyances, transfers and obligations, or to
fraudulent transfers and conveyances generally, to the transactions and
documents referred to herein.


                                       79

<PAGE>   84

                  d. We express no opinion as to the enforceability of (i) any
provision relating to jurisdiction or service of process, (ii) any forum
selection or waiver of venue or waiver of jury trial provisions, or (iii) any
waiver or other provision contained in the Credit Agreement that is against
public policy.

                  e. While Missouri choice-of-law rules are not entirely
settled, we believe that a properly instructed state or federal court sitting in
the State of Missouri and applying Missouri choice-of-law rules would likely
find sufficient contacts with New York in the transactions contemplated by the
Credit Agreement to honor the choice of New York law contained therein in the
absence of a determination that application of New York law would violate the
public policy of the State of Missouri. In this regard, a Missouri court (or a
court applying Missouri law) would consider, among other things, the following
facts, factors or circumstances in analyzing such choice of law provisions: (i)
the place of contracting; (ii) the place of negotiation; (iii) the place of
performance (i.e., where repayment must be made); (iv) the location of the
subject matter of the contract; and (v) the domicile or jurisdiction of
incorporation and place of business of the parties. For the purposes of this
opinion we have assumed that (x) the Administrative Agent maintains an office in
the State of New York and is qualified to do business in the State of New York
and that the Loans will be made in the State of New York, and (y) the repayment
of the Loans is made in the State of New York.

                  The opinions expressed herein shall be effective only as of
the date of this opinion. We do not assume responsibility for updating this
opinion as of any date subsequent to the date hereof and assume no
responsibility for advising you of any changes with respect to any matters
described herein that may occur subsequent to the date hereof or from the
discovery subsequent to the date of this opinion of information not previously
known to us pertaining to events occurring prior to the date of this opinion.

                  This opinion is rendered only to the Administrative Agent and
the Lenders and is solely for their benefit and the benefit of their permitted
assignees and participants in connection with the above transactions. This
opinion may not be relied upon by the Administrative Agent, the Lenders or any
assignee or participant for any other purpose, or quoted to or relied upon by
any other person, firm or corporation for any purpose without our prior written
consent.

                                                     Very truly yours,

                                                     BRYAN CAVE LLP

                                       80

<PAGE>   85


                                                                       EXHIBIT C

                           [FORM OF EXTENSION REQUEST]

                                     [Date]

The Chase Manhattan Bank, as Administrative Agent
270 Park Avenue
New York, New York  10017

                  Attention:
                            -----------
Dear Sirs:

                  Reference is made to the $1,890,000,000 Credit and Guarantee
Agreement, dated as of November 1, 1999, among Block Financial Corporation, H&R
Block, Inc., the Lenders party thereto and The Chase Manhattan Bank, as
Administrative Agent (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"). Terms defined in the Credit
Agreement are used herein as therein defined.

                  This is an Extension Request pursuant to Section 2.17 of the
Credit Agreement requesting an extension of the Maturity Date to [INSERT
REQUESTED MATURITY DATE]. Please transmit a copy of this Extension Request to
each of the Lenders.
                                       Very truly yours,
                                       BLOCK FINANCIAL CORPORATION

                                       By:
                                       Title:

                                       H&R BLOCK, INC.

                                       By:
                                       Title:



                                       81
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(B)
<SEQUENCE>6
<FILENAME>ex10-b.txt
<DESCRIPTION>CREDIT & GUARANTEE AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(b)

                                                                  CONFORMED COPY

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



                         CREDIT AND GUARANTEE AGREEMENT

                                   dated as of

                                November 1, 1999

                                      among

                          BLOCK FINANCIAL CORPORATION,
                                  as Borrower,

                                H&R BLOCK, INC.,
                                  as Guarantor,

                            The Lenders Party Hereto,


                    BANK OF AMERICA, N.A. and CITIBANK, N.A.,
                           as Co-Documentation Agents

                                       and

                            THE CHASE MANHATTAN BANK,
                as Administrative Agent and as Syndication Agent


                    $750,000,000 ACQUISITION CREDIT FACILITY


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



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



<PAGE>   2

<TABLE>
<CAPTION>

                                                                                                        Page
<S>                                                                                                     <C>
ARTICLE I DEFINITIONS......................................................................................1
   SECTION 1.1.   Defined Terms............................................................................1
   SECTION 1.2.   Terms Generally.........................................................................15
   SECTION 1.3.   Classification of Loans and Borrowings..................................................16
   SECTION 1.4.   Accounting Terms; GAAP..................................................................16

ARTICLE II THE CREDITS....................................................................................16
   SECTION 2.1.   Commitments.............................................................................16
   SECTION 2.2.   Loans and Borrowings....................................................................16
   SECTION 2.3.   Requests for Revolving Borrowings.......................................................17
   SECTION 2.4.   Funding of Borrowings...................................................................18
   SECTION 2.5.   Interest Elections......................................................................18
   SECTION 2.6.   Termination and Reduction of Commitments................................................20
   SECTION 2.7.   Repayment of Loans; Evidence of Debt....................................................20
   SECTION 2.8.   Prepayment of Loans.....................................................................21
   SECTION 2.9.   Fees....................................................................................21
   SECTION 2.10.  Interest................................................................................22
   SECTION 2.11.  Alternate Rate of Interest..............................................................23
   SECTION 2.12.  Increased Costs.........................................................................24
   SECTION 2.13.  Break Funding Payments..................................................................25
   SECTION 2.14.  Taxes...................................................................................25
   SECTION 2.15.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs.............................26
   SECTION 2.16.  Mitigation Obligations; Replacement of Lenders..........................................28
   SECTION 2.17.  Mandatory Prepayments and Commitment Reductions.........................................29

ARTICLE III REPRESENTATIONS AND WARRANTIES................................................................29
   SECTION 3.1.   Organization; Powers....................................................................29
   SECTION 3.2.   Authorization; Enforceability...........................................................29
   SECTION 3.3.   Governmental Approvals; No Conflicts....................................................30
   SECTION 3.4.   Financial Condition; No Material Adverse Change.........................................30
   SECTION 3.5.   Properties..............................................................................31
   SECTION 3.6.   Litigation and Environmental Matters....................................................31
   SECTION 3.7.   Compliance with Laws and Agreements.....................................................32
   SECTION 3.8.   Investment and Holding Company Status...................................................32
   SECTION 3.9.   Taxes...................................................................................32
   SECTION 3.10.  ERISA...................................................................................32
   SECTION 3.11.  Disclosure..............................................................................32
   SECTION 3.12.  No Default..............................................................................33
   SECTION 3.13.  Federal Regulations.....................................................................33
   SECTION 3.14.  Subsidiaries............................................................................33
   SECTION 3.15.  Solvency................................................................................33
</TABLE>




                                       i

<PAGE>   3

<TABLE>

<S>                                                                                                     <C>
   SECTION 3.16.  Insurance...............................................................................33
   SECTION 3.17.  Refund Anticipation Loan Program Documents..............................................33
   SECTION 3.18.  Year 2000 Matters.......................................................................33
   SECTION 3.19.  Certain Documents.......................................................................34

ARTICLE IV CONDITIONS.....................................................................................34
   SECTION 4.1.   Effective Date..........................................................................34
   SECTION 4.2.   Closing Date............................................................................35
   SECTION 4.3.   Each Loan...............................................................................36

ARTICLE V AFFIRMATIVE COVENANTS...........................................................................36
   SECTION 5.1.   Financial Statements and Other Information..............................................36
   SECTION 5.2.   Notices of Material Events..............................................................38
   SECTION 5.3.   Existence; Conduct of Business..........................................................38
   SECTION 5.4.   Payment of Obligations..................................................................38
   SECTION 5.5.   Maintenance of Properties; Insurance....................................................38
   SECTION 5.6.   Books and Records; Inspection Rights....................................................39
   SECTION 5.7.   Compliance with Laws....................................................................39
   SECTION 5.8.   Use of Proceeds.........................................................................39

ARTICLE VI NEGATIVE COVENANTS.............................................................................39
   SECTION 6.1.   Adjusted Net Worth......................................................................39
   SECTION 6.2.   Indebtedness............................................................................40
   SECTION 6.3.   Liens...................................................................................41
   SECTION 6.4.   Fundamental Changes.....................................................................43
   SECTION 6.5.   Transactions with Affiliates............................................................43
   SECTION 6.6.   Restrictive Agreements..................................................................43
   SECTION 6.7.   Limitation on Sale of Assets............................................................44
   SECTION 6.8.   Amendments to Acquisition Documents.....................................................45

ARTICLE VII GUARANTEE.....................................................................................45
   SECTION 7.1.   Guarantee...............................................................................45
   SECTION 7.2.   No Subrogation..........................................................................46
   SECTION 7.3.   Amendments, etc. with respect to the Obligations; Waiver of Rights......................46
   SECTION 7.4.   Guarantee Absolute and Unconditional....................................................47
   SECTION 7.5.   Reinstatement...........................................................................47
   SECTION 7.6.   Payments................................................................................48

ARTICLE VIII EVENTS OF DEFAULT............................................................................48

ARTICLE IX THE ADMINISTRATIVE AGENT.......................................................................50

ARTICLE X MISCELLANEOUS...................................................................................52
   SECTION 10.1.   Notices................................................................................52
   SECTION 10.2.   Waivers; Amendments....................................................................53
</TABLE>




                                       ii
<PAGE>   4

<TABLE>


<S>                                                                                                       <C>
   SECTION 10.3.   Expenses; Indemnity; Damage Waiver......................................................54
   SECTION 10.4.   Successors and Assigns..................................................................55
   SECTION 10.5.   Survival................................................................................57
   SECTION 10.6.   Counterparts; Integration; Effectiveness................................................57
   SECTION 10.7.   Severability............................................................................58
   SECTION 10.8.   Right of Setoff.........................................................................58
   SECTION 10.9.   Governing Law; Jurisdiction; Consent to Service of Process..............................58
   SECTION 10.10.  WAIVER OF JURY TRIAL....................................................................59
   SECTION 10.11.  Headings................................................................................59
   SECTION 10.12.  Confidentiality.........................................................................59
   SECTION 10.13.  Interest Rate Limitation................................................................60
</TABLE>






                                      iii

<PAGE>   5



SCHEDULES:

Schedule 2.1       Commitments
Schedule 3.4(a)    Guarantee Obligations
Schedule 3.6       Disclosed Matters
Schedule 3.14      Subsidiaries
Schedule 6.2       Existing Indebtedness
Schedule 6.3       Existing Liens
Schedule 6.4(b)    Additional Businesses
Schedule 6.6       Existing Restrictions

EXHIBITS:

Exhibit A          Form of Assignment and Acceptance
Exhibit B          Form of Opinion of Borrower's Counsel



















                                       iv



<PAGE>   6


         CREDIT AND GUARANTEE AGREEMENT, dated as of November 1, 1999, among
BLOCK FINANCIAL CORPORATION, a Delaware corporation, as Borrower, H&R BLOCK,
INC., a Missouri corporation, as Guarantor, the LENDERS party hereto, and THE
CHASE MANHATTAN BANK, a New York banking corporation, as Administrative Agent.

         The parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         SECTION 1.1. 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.

         "Acquisition" means the purchase by the Borrower of all of the issued
and outstanding Capital Stock of Olde and FMS pursuant to the terms of the
Acquisition Documentation.

         "Acquisition Agreement" means the Stock Purchase Agreement dated as of
August 31, 1999, among the Borrower, the Guarantor, Olde, FMS and several other
parties thereto.

         "Acquisition Documentation" means, collectively, the Acquisition
Agreement and all schedules, exhibits and annexes thereto and all side letters
and agreements affecting the terms thereof or entered into in connection
therewith, in each case as amended, supplemented or otherwise modified from time
to time in accordance with Section 6.8.

         "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.

         "Adjusted Net Worth" means, at any time, Consolidated Net Worth of the
Guarantor without giving effect to reductions in stockholders' equity as a
result of repurchases by the Guarantor of its own Capital Stock subsequent to
July 31, 1999 in an aggregate amount not exceeding $500,000,000; provided that
at all times prior to the Borrower selling all or any part of Option One
Mortgage Corporation, Adjusted Net Worth shall mean Consolidated Net Worth of
the Guarantor without giving effect to reductions in stockholders' equity as a
result of repurchases by the Guarantor of its own Capital Stock subsequent to
July 31, 1999 in an aggregate amount not exceeding $100,000,000.

         "Administrative Agent" means The Chase Manhattan Bank, a New York
banking corporation, in its capacity as administrative agent for the Lenders
hereunder.





<PAGE>   7


         "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.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on
such day plus 2 of 1%. Any change in the Alternate Base Rate due to a change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Base CD 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, the rate per annum based on the
Ratings in effect on such day, as set forth under the relevant column heading
below:

<TABLE>
<CAPTION>


- - --------------------------------------------------------------------------------------------------------------------
                                                                    Applicable Rate for
                                         ---------------------------------------------------------------------------
                                                                                 Facility Fees    Utilization Fees
                                                            Eurodollar              Payable            Payable
      Category             Ratings           ABR Loans         Loans               Hereunder          Hereunder
- - --------------------------------------------------------------------------------------------------------------------
<S>                   <C>                  <C>              <C>                  <C>              <C>
                       Greater than:
                       A by S&P or
                          A2 by
         I               Moody's                0%                0.18%             0.07%               0.15%
- - --------------------- ------------------ ------------------ ------------------ ------------------ ------------------
                       A by S&P or
                          A2 by
         II              Moody's                0%               0.265%            0.085%               0.15%
- - --------------------- ------------------ ------------------ ------------------ ------------------ ------------------
                       A - by S&P
                        or A3 by
        III              Moody's                0%                0.53%            0.095%               0.15%
- - --------------------- ------------------ ------------------ ------------------ ------------------ ------------------
                        BBB + by
                       S&P or Baa1
         IV             by Moody's              0%                0.64%             0.11%               0.15%
- - --------------------- ------------------ ------------------ ------------------ ------------------ ------------------
                       Lower than:
                        BBB + by
         V             S&P or Baa1
- - --------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       2

<PAGE>   8

<TABLE>
<CAPTION>

- - --------------------------------------------------------------------------------------------------------------------
                                                                    Applicable Rate for
                                         ---------------------------------------------------------------------------
                                                                                 Facility Fees    Utilization Fees
                                                            Eurodollar              Payable            Payable
      Category             Ratings           ABR Loans         Loans               Hereunder          Hereunder
- - --------------------------------------------------------------------------------------------------------------------

<S>                      <C>                <C>            <C>                   <C>              <C>
                          by Moody's            0%             0.75%                0.125%              0.15%
- - --------------------------------------------------------------------------------------------------------------------
</TABLE>


; provided that (a) if on any day the Ratings of S&P and Moody's do not fall in
the same category, then the lower of such Ratings shall be applicable for such
day, (b) if on any day the Rating of only S&P or Moody's is available, then such
Rating shall be applicable for such day and (c) if on any day a Rating is not
available from either S&P or Moody's, then the Ratings in category V above shall
be applicable for such day. Any change in the Applicable Rate resulting from a
change in Rating by either S&P or Moody's shall become effective on the date
such change is publicly announced by such rating agency.

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

         "Asset Sale" means any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clause
(a), (b), (c), (d) or (f) of Section 6.7.

         "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 10.4), and accepted by the Administrative Agent,
substantially in the form of Exhibit A or any other form approved by the
Administrative Agent.

         "Availability Period" means the period from and including the Closing
Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

         "Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

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

         "Borrower" means Block Financial Corporation, a Delaware corporation
and a wholly-owned Subsidiary of the Guarantor.




                                       3

<PAGE>   9




         "Borrowing" means Revolving 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.

         "Borrowing Request" means a request by the Borrower for a Revolving
Borrowing in accordance with Section 2.3.

         "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 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 or options to purchase any of the foregoing.

         "Cash Equivalents" means (a) marketable direct obligations issued by,
or unconditionally guaranteed by, the United States government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by S&P or P-1 by Moody's, or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within six months from the date of acquisition; (d) repurchase obligations of
any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; or (g) shares of money market mutual or similar




                                       4

<PAGE>   10


funds which invest exclusively in assets satisfying the requirements of clauses
(a) through (f) of this definition.

         "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) of shares
representing more than 25% of the aggregate ordinary voting power represented by
the issued and outstanding Capital Stock of the Guarantor; (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Guarantor by Persons who were neither (i) nominated by the board of directors of
the Guarantor nor (ii) appointed by directors so nominated; (c) the acquisition
of direct or indirect Control of the Guarantor by any Person or group; or (d)
the failure of the Guarantor to own, directly or indirectly, shares representing
100% of the aggregate ordinary voting power represented by the issued and
outstanding Capital Stock of the Borrower.

         "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 2.12(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.

         "Charges" has the meaning assigned to such term in Section 10.13.

         "Closing Date" means the date on which the conditions specified in
Section 4.2 are satisfied (or waived in accordance with Section 10.2).

         "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 hereunder, expressed as an amount representing
the maximum aggregate amount of such Lender's Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.6 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.4. The initial amount of
each Lender's Commitment is set forth on Schedule 2.1, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Commitment, as
applicable.

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

         "Consolidated Net Worth" means, at any time, the total amount of
stockholders' equity of the Guarantor and its consolidated Subsidiaries at such
time determined on a consolidated basis in accordance with GAAP.




                                       5

<PAGE>   11




         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or 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.

         "Credit Parties" means the collective reference to the Borrower and the
Guarantor.

         "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 3.6.

         "Disposition" means with respect to any property, any sale, lease, sale
and leaseback, assignment, conveyance, transfer or other disposition thereof.

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

         "Effective Date" means the date on which the conditions specified in
Section 4.1 are satisfied (or waived in accordance with Section 10.2).

         "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, to 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 any Credit Party 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 any Credit Party, is treated as a single
employer under Section 414(b) or (c) of the




                                       6

<PAGE>   12


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 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 any Credit Party or any of their ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by any Credit Party 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 any Credit Party or any of their ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (g) the receipt by any Credit Party or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from any Credit Party 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.

         "Events of Default" has the meaning assigned to such term in Article
VIII.

         "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 2.16(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 2.14(e), except to the extent that such Foreign Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
the Borrower with respect to such withholding tax pursuant to Section 2.14(a).

         "Existing Credit Facility" has the meaning assigned to such term in
Section 4.2(f).

         "Federal Funds Effective Rate" means (a) for the first day of a
Borrowing, the rate per annum which is the average of the rates on the offered
side of the Federal funds market quoted by three interbank Federal funds
brokers, selected by the Administrative Agent, at




                                       7

<PAGE>   13



approximately the time the Borrower requests such Borrowing, for dollar deposits
in immediately available funds, in an amount, comparable to the principal amount
of such Borrowing and (b) for each day of such Borrowing thereafter, or for any
other amount hereunder which bears interest at the Alternate Base Rate, the rate
per annum which is the average of the rates on the offered side of the Federal
funds market quoted by three interbank Federal funds brokers, selected by the
Administrative Agent, at approximately 2:00 p.m., New York City time, on such
day for dollar deposits in immediately available funds, in an amount, comparable
to the principal amount of such Borrowing or other amount, as the case may be;
in the case of both clauses (a) and (b), as determined by the Administrative
Agent and rounded upwards, if necessary, to the nearest 1/100 of 1%.

         "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower or the Guarantor, as
the context may require.

         "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.

         "FMS" means Financial Marketing Services, Inc., a Michigan corporation.

         "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,
provincial or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

         "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 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.





                                       8

<PAGE>   14





         "Guarantee Obligation" means, as to any Person, any obligation of such
Person guaranteeing or in effect guaranteeing any Indebtedness, leases,
dividends or other obligations (the "primary obligations") of any other Person
(the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (d) otherwise to assure or hold harmless
the owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation shall be deemed to be an amount
equal as of any date of determination to the stated determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made (unless
such Guarantee Obligation shall be expressly limited to a lesser amount, in
which case such lesser amount shall apply) or, if not stated or determinable,
the amount as of any date of determination of the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good faith.

         "Guarantor" means H&R Block, Inc., a Missouri corporation.

         "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) for purposes of Section





                                       9

<PAGE>   15


6.2 only, all preferred stock issued by a Subsidiary of such Person. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnitee" has the meaning assigned to such term in Section 10.3(b).

         "Information" has the meaning assigned to such term in Section 10.12.

         "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.5.

         "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December or (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.

         "Interest Period" means, 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; provided that (a) 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 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 and (b) any Interest Period
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. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

         "Lenders" means the Persons listed on Schedule 2.1 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
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 determined by reference
to such other comparable publicly available service for displaying eurodollar
rates as may be selected by the





                                       10

<PAGE>   16



Administrative Agent or, in the absence of such availability, by reference to
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; provided that clause (c) above shall be deemed not to include stock
options granted by any Person to its directors, officers or employees with
respect to the Capital Stock of such Person.

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

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, property or condition (financial or otherwise) of the
Guarantor and the Subsidiaries taken as a whole, (b) the ability of any Credit
Party to perform any of its obligations under this Agreement or (c) the rights
of or benefits available to the Lenders under this Agreement.

                  "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 Credit Parties and any Subsidiaries in an aggregate principal
amount exceeding $25,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of any Credit Party 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 Credit Party or such
Subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.

                  "Maturity Date" means April 29, 2000.

                  "Maximum Rate" has the meaning assigned to such term in
Section 10.13.

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

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

                  "Net Cash Proceeds" means (a) in connection with any Asset
Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset
Sale or Recovery Event, net of attorneys' fees, accountants' fees, investment
banking fees, amounts required to be applied to the repayment of Indebtedness
secured by a Lien


                                       11

<PAGE>   17

expressly permitted hereunder on any asset that is the subject of such Asset
Sale or Recovery Event and other customary fees and expenses actually incurred
in connection therewith and net of taxes paid or reasonably estimated to be
payable as a result thereof and (b) in connection with any issuance or sale of
Capital Stock or any incurrence of Indebtedness, the cash proceeds received from
such issuance or incurrence, net of attorneys' fees, investment banking fees,
accountants' fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.

                  "Obligations" means collectively, the unpaid principal of and
interest on the Loans and all other obligations and liabilities of the Borrower
(including, without limitation, interest accruing at the then applicable rate
provided herein after the maturity of the Loans and interest accruing at the
then applicable rate provided herein after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) to the Administrative
Agent or any Lender (or, in the case of any Hedging Agreement referred to below,
any Affiliate of any Lender), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement or any Hedging
Agreement entered into by the Borrower with any Lender (or any Affiliate of any
Lender) or any other document made, delivered or given in connection herewith or
therewith, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Administrative Agent or
to the Lenders that are required to be paid by the Borrower pursuant to the
terms of any of the foregoing agreements).

                  "Olde" means Olde Financial Corporation, a Michigan
corporation.

                  "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.

                  "Participant" has the meaning assigned to such term in Section
10.4(e).

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

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
being contested in compliance with Section 5.4;

                  (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 5.4;

                                       12
<PAGE>   18



                  (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; and

                  (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 Credit Parties or any Subsidiary;

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

                  "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 any Credit
Party 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.

                  "Pro Forma Balance Sheet" has the meaning assigned to such
term in Section 3.4(c).

                  "RAL Program Documents" means (a) that certain Refund
Anticipation Loan Participation Agreement, dated as of July 19, 1996, among
Borrower, Beneficial National Bank, and Beneficial Tax Masters, Inc.; (b) that
certain Refund Anticipation Loan Operations Agreement, dated as of July 19,
1996, among H&R Block Tax Services, Inc., HRB Royalty, Inc., Beneficial Tax
Masters, Inc., Beneficial National Bank, and Beneficial Franchise Company, Inc.;
and (c) all other documents, instruments, agreements or schedules now or
hereafter attached to, referred to in or delivered in connection with any or all
of the agreements referred to in the foregoing clauses (a) and (b), as any or
all of the items referred to in the foregoing clauses (a) through (c) may be
amended, modified or supplemented at any time or from time to time.

                  "Rating" means the respective rating of each of S&P and
Moody's applicable to the long-term senior unsecured non-credit enhanced debt of
the Borrower, as announced by S&P and Moody's from time to time.




                                       13

<PAGE>   19

                  "Recovery Event" means any settlement of or payment in respect
of any property or casualty insurance claim or any condemnation proceeding
relating to Option One Mortgage Corporation or Option One Mortgage Acceptance
Corporation yielding Net Cash Proceeds in excess of $5,000,000 in the aggregate
while this Agreement is in effect.

                  "Register" has the meaning assigned to such term in Section
10.4(c).

                  "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, at any time, 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.

                  "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.

                  "Revolving Loan" means a Loan made pursuant to Section 2.3.

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

                  "Solvent" means, with respect to any Person on a particular
date, the condition that on such date, (a) the fair value of the property of
such Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and mature, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities mature, and (d) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute an unreasonably
small amount of capital.

                  "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 to which the Administrative Agent (or its
London branch) is subject (a) with respect to the Base CD Rate, for new
negotiable nonpersonal time deposits in dollars of over $100,000 with maturities
approximately equal to three months and (b) with respect to the Adjusted LIBO
Rate, for eurocurrency funding. Such reserve percentages shall include those
imposed pursuant to Regulation D of the Board. Eurodollar Loans shall be deemed
to constitute eurocurrency funding and 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.


                                       14

<PAGE>   20



                  "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. Unless
the context shall otherwise require, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Guarantor, including, without limitation, the Borrower and the Subsidiaries
of the Borrower.

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

                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                  "Transactions" means the execution, delivery and performance
by the Credit Parties 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 or the
Alternate Base Rate.

                  "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 1.2. 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


                                       15

<PAGE>   21


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 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 1.3. 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 by Type (e.g., a "Eurodollar Loan") or by class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.4. 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 2.1. 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 total Revolving Credit Exposures
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.

                                       16

<PAGE>   22



                  SECTION 2.2. 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. The failure of any
          Lender to make any Loan required to be made by it shall not relieve
          any other Lender of its obligations hereunder; provided that the
          Commitments 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 2.11, (i) each Revolving Borrowing
          shall be comprised entirely of ABR Loans or Eurodollar 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 $25,000,000. 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 $25,000,000;
          provided that an ABR Revolving Borrowing may be in an aggregate amount
          that is equal to the entire unused balance of the total Commitments.
          Borrowings of more than one Type may be outstanding at the same time;
          provided that there shall not at any time be more than a total of six
          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 Maturity Date.

                  SECTION 2.3. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.2:

                    (i) the aggregate amount of the requested Borrowing;

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


                                       17

<PAGE>   23




                    (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 2.4(a).

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


                                       18

<PAGE>   24


                   SECTION 2.5. Interest Elections.

                    (a) Each Revolving Borrowing initially shall be of the Type
          specified in the applicable Borrowing Request and, in the case of a
          Eurodollar Revolving Borrowing, shall have an initial Interest Period
          as specified in such Borrowing Request or determined pursuant to the
          penultimate sentence of Section 2.3. 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.

                    (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 Borrowing Request would be required under
          Section 2.3 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
          2.2:

                        (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

                        (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.


                                       19

<PAGE>   25



                    (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 converted to an ABR Borrowing.
          Notwithstanding any contrary provision hereof, 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
          and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be
          converted to an ABR Borrowing at the end of the Interest Period
          applicable thereto.

                   SECTION 2.6.      Termination and Reduction of Commitments.

                    (a) Unless previously terminated, the Commitments shall
          terminate on the Maturity 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 $25,000,000 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 2.8, the
          Revolving Credit Exposures would exceed the total Commitments.

                    (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. Each reduction of the
          Commitments shall be made ratably among the Lenders in accordance with
          their respective Commitments.

                   SECTION 2.7.      Repayment of Loans; Evidence of Debt.

                    (a) The Borrower hereby unconditionally promises to pay to
          the Administrative Agent for the account of each Lender the then
          unpaid principal amount of each Revolving Loan on the Maturity Date.


                                       20
<PAGE>   26



                    (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
          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.

                    (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 10.4) 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 2.8.      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 without
          premium or penalty except as provided in Section 2.13, subject to
          prior notice in accordance with paragraph (b) of this Section.

                    (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 2.6, then such notice of prepayment may be revoked if such
          notice of termination is revoked in




                                       21

<PAGE>   27


          accordance with Section 2.6. 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 2.2. Each prepayment of a Revolving
          Borrowing shall be applied ratably to the Loans included in the
          prepaid Borrowing. Prepayments shall be accompanied by accrued
          interest to the extent required by Section 2.10.

                   SECTION 2.9.      Fees.

                    (a) 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 date hereof to but excluding the date on which such Commitment
          terminates; provided that, if such Lender continues to have any
          Revolving Credit Exposure after its Commitment terminates, then such
          facility fee shall continue to accrue on the daily amount of such
          Lender's Revolving Credit Exposure from and including the date on
          which its Commitment terminates to but excluding the date on which
          such Lender ceases to have any Revolving Credit Exposure. Accrued
          facility fees shall be payable in arrears on the last day of March,
          June, September and December of each year and on the date on which the
          Commitments terminate, commencing on the first such date to occur
          after the date hereof; provided that any facility fees accruing after
          the date on which the Commitments terminate shall be payable on
          demand. All facility fees shall be computed on the basis of a year of
          360 days and shall be payable for the actual number of days elapsed
          (including the first day but excluding the last day).

                    (b) The Borrower agrees to pay to the Administrative Agent
          for the account of each Lender a utilization fee, which shall accrue
          at the Applicable Rate on the daily amount of the Revolving Loans of
          such Lender for each day the Revolving Loans of such Lender exceed 33%
          of such Lender's Commitment; provided that, if such Lender continues
          to have any Revolving Credit Exposure after its Commitment terminates
          and the amount of such Revolving Credit Exposure exceeds 33% of such
          Lender's Commitment immediately prior to such Commitment being
          terminated, then such utilization fee shall continue to accrue on the
          daily amount of such Lender's Revolving Credit Exposure from and
          including the date on which its Commitment terminates to but excluding
          the date on which such Lender ceases to have any Revolving Credit
          Exposure. Accrued 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 on which such utilization fees became due and payable;
          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 but
          excluding the last day).


                                       22

<PAGE>   28



                    (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 and utilization fees, to
          the Lenders. Fees paid shall not be refundable under any
          circumstances.

                   SECTION 2.10.     Interest.

                    (a) Subject to paragraph (c) of this Section, 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) Subject to paragraph (c) of this Section, the Loans
          comprising each Eurodollar Borrowing shall bear interest at a rate per
          annum equal to the Adjusted LIBO Rate for the Interest Period in
          effect for such Borrowing plus the Applicable Rate.

                    (c) Notwithstanding the provisions of the foregoing
          paragraphs (a) and (b) of this Section, for each day during the period
          from and including December 1, 1999 through and including January 15,
          2000, all Loans will bear interest at a rate per annum equal to the
          greater of (i) the ABR and (ii) the Federal Funds Effective Rate
          determined by the Administrative Agent to be in effect for such day
          plus 1.8%.

                    (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 Revolving 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.

                    (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



                                       23

<PAGE>   29


          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. The Administrative Agent
          shall as soon as practicable notify the Borrower and the Lenders of
          the effective date and the amount of each change in interest rate.

                   SECTION 2.11.     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 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 of making or maintaining their Loans 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, and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing.

                   SECTION 2.12.     Increased Costs.

                    (a) If any Change in Law shall:

                         (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 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 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


                                       24


<PAGE>   30

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 by such Lender 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 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.

                  SECTION 2.13. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar 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 on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.8(b) and is revoked in accordance herewith), (d) the
assignment of any Eurodollar 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 2.16, 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




                                       25
<PAGE>   31



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 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 2.14. Taxes.

                  (a) Any and all payments by or on account of any obligation of
         the Borrower or the Guarantor hereunder shall be made free and clear of
         and without deduction for any Indemnified Taxes or Other Taxes;
         provided that if the Borrower or the Guarantor 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
         or the Guarantor shall make such deductions and (iii) the Borrower or
         the Guarantor 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

                                       26

<PAGE>   32

         located, or any treaty to which such jurisdiction is a 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 2.15. 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 or fees, or under
         Section 2.12, 2.13 or 2.14, 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 at its offices at 270 Park Avenue, New
         York, New York, except that payments pursuant to Sections 2.12, 2.13,
         2.14 and 10.3 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 resulting in such Lender
         receiving payment of a greater proportion of the aggregate amount of
         its Revolving 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 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, 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

                                       27

<PAGE>   33

         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 2.4(b) or 2.15(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 2.16. Mitigation Obligations; Replacement of Lenders.

                  (a) If any Lender requests compensation under Section 2.12, 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 2.14, 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 2.12 or 2.14, 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 2.12, 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 2.14, or if any Lender defaults in its obligation to fund Loans
         hereunder, or if any Lender becomes an Objecting Lender, then the
         Borrower may, at its sole expense and effort, upon notice to such
         Lender

                                       28

<PAGE>   34

         and the Administrative Agent, require such Lender to assign and
         delegate, without recourse (in accordance with and subject to the
         restrictions contained in Section 10.4), all its interests, rights and
         obligations under this Agreement 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, 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 2.12
         or payments required to be made pursuant to Section 2.14, 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 2.17. Mandatory Prepayments and Commitment Reductions.

                  (a) If any Capital Stock or Indebtedness shall be issued or
         incurred by the Guarantor, the Borrower or any Subsidiary (excluding
         any Indebtedness incurred in accordance with Section 6.2(a), (b), (c),
         (e), (f), (g), (h), (i), (j), (k), (l) and (m)), an amount equal to
         100% of the Net Cash Proceeds thereof shall be applied on the date of
         such issuance or incurrence toward the reduction of the Commitments as
         set forth in Section 2.17(d).

                  (b) If on any date, the Guarantor, the Borrower or any
         Subsidiary shall receive Net Cash Proceeds from any Asset Sale or
         Recovery Event then such Net Cash Proceeds shall be applied on such
         date toward the reduction of the Commitments as set forth in Section
         2.17(d).

                  (c) If the Acquisition has not been consummated within seven
         days after the Closing Date, the Commitments shall automatically
         terminate on the date that is seven days after the Closing Date.

                  (d)      Amounts to be applied in connection with Commitment
         reductions made pursuant to Section 2.17 shall be applied to reduce
         permanently the Commitments. Any such reduction of the Commitments
         shall be accompanied by prepayment of the Loans to the extent, if any,
         that the Loans exceed the amount of the Commitments as so reduced. The
         application of any prepayment pursuant to Section 2.17 shall be made,
         first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment
         of the Loans under Section 2.17 (except in the case of Loans that are
         ABR Loans) shall be accompanied by accrued interest to the date of such
         prepayment on the amount prepaid.

                                       29


<PAGE>   35



                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     Each of the Credit Parties represents and warrants to the Lenders that:

             SECTION 3.1. Organization; Powers. Each of the Credit Parties and
the Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has the power and authority to
carry on its business as now conducted and, except where the failure to be 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 in, every jurisdiction where such qualification is required.

             SECTION 3.2. Authorization; Enforceability. The Transactions are
within each Credit Party'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 each Credit Party and constitutes a legal,
valid and binding obligation of each Credit Party, 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 3.3. 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 any Credit Party or any Subsidiary or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument (other than those to be terminated on or prior to
the Closing Date) binding upon any Credit Party or any Subsidiary or their
assets, or give rise to a right thereunder to require any payment to be made by
any Credit Party or any Subsidiary, and (d) will not result in the creation or
imposition of any Lien on any asset of any Credit Party or any Subsidiary.

             SECTION 3.4. Financial Condition; No Material Adverse Change.

                  (a) Each Credit Party has heretofore furnished to the Lenders
         consolidated balance sheets and statements of income, stockholders'
         equity and cash flows (i) as of and for the fiscal year ended April 30,
         1999, (A) reported on by PricewaterhouseCoopers LLP, independent public
         accountants, in respect of the financial statements of the Guarantor,
         and (B) certified by its chief financial officer, in respect of the
         financial statements of the Borrower, and (ii) as of and for the fiscal
         quarter and the portion of the fiscal year ended July 31, 1999
         certified by its chief financial 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 and of the Guarantor 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. Except as set forth

                                       30

<PAGE>   36

         on Schedule 3.4(a), neither the Guarantor nor any of its consolidated
         Subsidiaries had, at the date of the most recent balance sheet referred
         to above, any material Guarantee Obligation, contingent liability or
         liability for taxes, or any long-term lease or unusual forward or
         long-term commitment, including, without limitation, any interest rate
         or foreign currency swap or exchange transaction, which is not
         reflected in the foregoing statements or in the notes thereto. During
         the period from April 30, 1999 to and including the date hereof, and
         except as disclosed in filings made by the Guarantor with the U.S.
         Securities and Exchange Commission pursuant to the Securities Act of
         1933, as amended, or the Securities Exchange Act of 1934, as amended,
         there has been no sale, transfer or other disposition by the Guarantor
         or any of its consolidated Subsidiaries of any material part of its
         business or property other than sales of financial services or mortgage
         loans in the ordinary course of business and no purchase or other
         acquisition of any business or property (including any Capital Stock of
         any other Person) other than the acquisition of substantially all of
         the assets of Rudolph Palitz, LLP, McGladrey & Pullen, LLP and Kinder &
         Wyman, P.C., material in relation to the consolidated financial
         condition of the Guarantor and its consolidated Subsidiaries at April
         30, 1999.

                  (b) Since April 30, 1999, there has been no material adverse
         change in the business, assets, property or condition (financial or
         otherwise) of the Guarantor and its Subsidiaries, taken as a whole.

                  (c) The unaudited pro forma consolidated balance sheet of the
         Borrower and its consolidated Subsidiaries as at July 31, 1999
         (including the notes thereto) (the "Pro Forma Balance Sheet"), a copy
         of which has heretofore been furnished to each Lender, has been
         prepared giving effect (as if such events had occurred on such date) to
         (i) the consummation of the Acquisition, (ii) the Indebtedness of the
         Borrower to be incurred in connection with the Acquisition and the use
         of proceeds thereof and (iii) the payment of fees and expenses in
         connection with the foregoing. The Pro Forma Balance Sheet has been
         prepared based on the best information available to the Borrower as of
         the date of delivery thereof, and presents fairly on a pro forma basis
         the estimated financial position of the Borrower and its consolidated
         Subsidiaries as at July 31, 1999, assuming that the events specified in
         the preceding sentence had actually occurred at such date.

              SECTION 3.5. Properties.

                  (a) Each of the Credit Parties and the Subsidiaries has good
         title to, or valid leasehold interests in, all its real and personal
         property material to its business, except for minor defects in title
         that do not interfere with its ability to conduct its business as
         currently conducted or to utilize such properties for their intended
         purposes.

                  (b) Each of the Credit Parties and the 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 Credit Parties and the Subsidiaries does not infringe
         upon the rights of any other Person, except for any such infringements
         that,

                                       31

<PAGE>   37

         individually or in the aggregate, could not reasonably be expected to
         result in a Material Adverse Effect.

             SECTION 3.6. 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 any Credit Party, threatened against or affecting any
         Credit Party or any Subsidiary (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
         of the Credit Parties nor any Subsidiary (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.

              SECTION 3.7. Compliance with Laws and Agreements. Each of the
Credit Parties and the 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 binding upon it or its
property, except where the failure to be so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.

              SECTION 3.8. Investment and Holding Company Status. Neither of the
Credit Parties nor any of the Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

              SECTION 3.9. Taxes. Each of the Credit Parties and the
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 Guarantor, 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.


                                       32

<PAGE>   38

              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 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 $25,000,000 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 $25,000,000 the fair
market value of the assets of all such underfunded Plans.

              SECTION 3.11. Disclosure. The Credit Parties have disclosed to the
Lenders (i) all material agreements, instruments and corporate or other
restrictions to which any Credit Party or any Subsidiary is subject, and (ii)
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 Credit Parties 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 Credit Parties represent 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 Credit Party nor any Subsidiary
is in default under or with respect to any of its Contractual Obligations in any
respect which could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

              SECTION 3.13. Federal Regulations. No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
as now and from time to time hereafter in effect. 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 referred to in said Regulation U, as
the case may be.

              SECTION 3.14. Subsidiaries. As of the date hereof, the Guarantor
has only the Subsidiaries set forth on Schedule 3.14.

              SECTION 3.15. Solvency. Each Credit Party is, and after giving
effect to the incurrence of all Indebtedness and obligations being incurred in
connection herewith will be and will continue to be, Solvent.

                                       33

<PAGE>   39

              SECTION 3.16. Insurance. Each Credit Party and each Subsidiary of
each Credit Party maintains with financially sound and reputable insurers
insurance with respect to its properties and business and against at least such
liabilities, casualties and contingencies and in at least such types and amounts
as is customary in the case of companies engaged in the same or a similar
business or having similar properties similarly situated. The Guarantor will be
deemed to be a financially sound and reputable insurer up to the $1,000,000
limit of its self-insured retention.

              SECTION 3.17. Refund Anticipation Loan Program Documents. Each of
the RAL Program Documents is in full force and effect, provided that for
purposes of this Section 3.17, clause (c) of the definition of RAL Program
Documents shall be deemed to include only those documents that have been entered
into as of the date this representation is deemed to be made; none of the
respective parties thereto is in breach of or default under any of the terms,
conditions or provisions thereof; and no event or condition has occurred or
exists which would give rise to any right on the part of any party to terminate
any or all of the obligations or liabilities of such party under any of the RAL
Program Documents. The Borrower has furnished to the Administrative Agent true,
correct and complete copies of each of the RAL Program Documents.

              SECTION 3.18. Year 2000 Matters. Substantially all reprogramming
or modifications 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 the computer
systems and other equipment containing embedded microchips, in either case owned
or operated by any Credit Party or any material Subsidiary or used or relied
upon in the conduct of their respective businesses (including any such systems
and other equipment supplied by others (other than any Credit Parties' external
phone systems) or with which the computer systems of any Credit Party or any
material Subsidiary interface), and the testing of substantially all such
systems and other equipment as so reprogrammed or so modified, has been
completed. The costs to any Credit Party or any Subsidiary that have not been
incurred as of the date hereof for such reprogramming and testing and for the
other reasonably foreseeable consequences to it if 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, Event of Default or Material Adverse Effect. Except for any
reprogramming referred to above, the computer systems of the Credit Parties and
the 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 3.19. Certain Documents. The Borrower has delivered to the
Administrative Agent a complete or correct copy of the Acquisition
Documentation, including any amendments, supplements or modifications with
respect thereto.

                                       34

<PAGE>   40



                                   ARTICLE IV

                                   CONDITIONS

              SECTION 4.1. Effective Date. Except as otherwise provided in
Sections 4.2 and 4.3, this Agreement shall become effective on the date on which
each of the following conditions is satisfied (or waived in accordance with
Section 10.2):

                  (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto a counterpart of this Agreement signed
         on behalf of such party.

                  (b) The Lenders and the Administrative Agent shall have
         received all fees required to be paid on or prior to the Effective
         Date.

                  (c) Each Lender shall have received, for each Credit Party,
         consolidated balance sheets and statements of income, stockholders'
         equity and cash flows (i) as of and for the fiscal year ended April 30,
         1999, (A) reported on by PricewaterhouseCoopers LLP, independent public
         accountants, in respect of the financial statements of the Guarantor,
         and (B) certified by its chief financial officer, in respect of the
         financial statements of the Borrower, and (ii) as of and for the fiscal
         quarter and the portion of the fiscal year ended July 31, 1999,
         certified by such Credit Party's chief financial officer. Such
         financial statements shall present fairly, in all material respects,
         the financial position and results of operations and cash flows of the
         Borrower and its consolidated Subsidiaries and of the Guarantor 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.

                  (d) Each Lender shall have received (i) the Pro Forma Balance
         Sheet, (ii) audited consolidated financial statements of Olde and
         unaudited consolidated financial statements of FMS for the 1996, 1997
         and 1998 fiscal years and (iii) unaudited interim consolidated
         financial statements of each of Olde and FMS for each quarterly period
         ended subsequent to the date of the latest applicable financial
         statements delivered pursuant to clause (ii) 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 any of Olde and FMS, as reflected in the financial
         statements or projections contained in the Confidential Information
         Memorandum.

              SECTION 4.2. Closing 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 10.2):

                  (a) The Effective Date shall have occurred.

                                       35

<PAGE>   41

                  (b) The Administrative Agent shall have received a reasonably
         satisfactory written opinion (addressed to the Administrative Agent and
         the Lenders and dated the Closing Date) of Bryan Cave LLP, counsel for
         the Credit Parties, substantially in the form of Exhibit B, and
         covering such other matters relating to the Credit Parties, this
         Agreement, the Transactions or the Acquisition as the Required Lenders
         shall reasonably request. The Credit Parties hereby request 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 Credit Parties, the authorization of the Acquisition,
         the Transactions and any other legal matters relating to the Credit
         Parties, this Agreement, the Acquisition 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 Closing Date and signed by the President, a Vice
         President or a Financial Officer of each Credit Party, confirming
         compliance with the conditions set forth in paragraphs (a) and (b) of
         Section 4.3.

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

                  (f) The $1,890,000,000 Credit and Guarantee Agreement, dated
         as of November 1, 1999 by and among the Borrower, the Guarantor, the
         lenders parties thereto from time to time and The Chase Manhattan Bank,
         as administrative agent, shall be effective (such Agreement as amended
         or replaced, the "Existing Credit Facility").

                  (g) (i) All governmental and material third party approvals
         (including material landlords' and other consents) necessary in
         connection with the Acquisition, the execution, delivery and
         performance of this Agreement and the continuing operation of the
         business of the Credit Parties and Subsidiaries shall have been
         obtained and be in full force and effect, and (ii) all applicable
         waiting periods shall have expired without any action being taken or
         threatened by any competent Governmental Authority which would
         restrain, prevent or otherwise impose adverse conditions on the
         Acquisition, the financing contemplated by this Agreement or any Credit
         Party or any Subsidiary.

The Administrative Agent shall notify the Borrower and the Lenders of the
Closing 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 10.2) at or prior to 3:00 p.m., New York City time, on
December 22, 1999 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

                                       36

<PAGE>   42

              SECTION 4.3. Each Loan. The obligation of each Lender to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

                  (a) The representations and warranties of the Credit Parties
         set forth in this Agreement shall be true and correct in all material
         respects 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 shall be deemed to constitute a representation and warranty by
each of the Credit Parties on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.

                                   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, each of the Credit Parties covenants and agrees with the
Lenders that:

              SECTION 5.1. 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
         Guarantor, an audited consolidated balance sheet and related statements
         of operations, stockholders' equity and cash flows of the Guarantor and
         its consolidated Subsidiaries as of the end of and for such year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all reported on by PricewaterhouseCoopers LLP or
         other independent public accountants of recognized national standing
         (without a "going concern" or like qualification or exception and
         without any qualification or exception as to the scope of such audit)
         to the effect that such consolidated financial statements present
         fairly in all material respects the financial condition and results of
         operations of the Guarantor and its consolidated Subsidiaries on a
         consolidated basis in accordance with GAAP consistently applied;

                  (b) within 45 days after the end of (i) in the case of the
         Guarantor, each of the first three fiscal quarters of each fiscal year
         of the Guarantor and (ii) in the case of the Borrower, each fiscal year
         of the Borrower, consolidated balance sheets and related statements of
         operations, stockholders' equity and cash flows of the Borrower and the
         Guarantor and their consolidated Subsidiaries as of the end of and for
         such fiscal quarter and the then elapsed portion of the fiscal year,
         setting forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by a
         Financial Officer of the

                                       37

<PAGE>   43

         Borrower and the Guarantor as presenting fairly in all material
         respects the financial condition and results of operations of the
         Borrower and the Guarantor and their consolidated Subsidiaries on a
         consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments and the absence of
         footnotes;

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         the Borrower and the Guarantor (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 6.1 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 3.4
         and, if any such change has occurred, specifying the effect of such
         change on the financial statements accompanying such certificate;

                  (d) concurrently with any delivery of financial statements
         under clause (a) above, a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any Default (which certificate may be limited to the
         extent required by accounting rules or guidelines);

                  (e) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         (other than routine monthly reports on Form 8-K filed by Block Mortgage
         Finance, Inc. or routine filings by H&R Block Financial Advisors, Inc.
         or HRB Financial Services, Inc.) filed by any Credit Party 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 any Credit Party to its shareholders generally, as the
         case may be; and

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

              SECTION 5.2. 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 any Credit Party or any Affiliate thereof that, if
         adversely determined, could reasonably be expected to result in a
         Material Adverse Effect;

                                       38

<PAGE>   44

                  (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, the Guarantor or any
         Subsidiary in an aggregate amount exceeding $25,000,000; and

                  (d) 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 and the Guarantor
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

              SECTION 5.3. Existence; Conduct of Business. Each Credit Party
will, and will cause each of the Subsidiaries to, 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, disposition or dissolution permitted
under Section 6.4.

              SECTION 5.4. Payment of Obligations. Each Credit Party will, and
will cause each of the 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)
such Credit Party 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 5.5. Maintenance of Properties; Insurance. Each Credit
Party will, and will cause each of the 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 insurers, insurance in such amounts and against such risks
as is customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations. The Guarantor will be
deemed to be a financially sound and reputable insurer up to the $1,000,000
limit of its self-insured retention.

              SECTION 5.6. Books and Records; Inspection Rights. Each Credit
Party will, and will cause each of the 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. Each
Credit Party will, and will cause each of the 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.


                                       39

<PAGE>   45

              SECTION 5.7. Compliance with Laws. Each Credit Party will, and
will cause each of the Subsidiaries to, comply with all Contractual Obligations
and all laws, rules, regulations and orders of any Governmental Authority
applicable to 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 5.8. Use of Proceeds.

                  (a) The proceeds of the Loans will be used only for paying at
         maturity commercial paper issued by the Borrower to finance the
         Acquisition. 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.

                  (b) The Borrower agrees that if the Borrower issues commercial
         paper to finance the Acquisition on any day prior to the date that the
         Acquisition is consummated, the maturity date of such commercial paper
         will not be more than seven days after the date such commercial paper
         is issued.

                  (c) The Borrower agrees that prior to the consummation of the
         Acquisition, the proceeds of any commercial paper issued by the
         Borrower to finance the Acquisition will be used by the Borrower solely
         to pay the consideration payable in the Acquisition or to repay such
         commercial paper and, pending such use, will be held by the Borrower in
         the form of cash or Cash Equivalents.


                                   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, each of the Credit Parties covenants and agrees with the Lenders that:

              SECTION 6.1. Adjusted Net Worth. The Guarantor will not permit
Adjusted Net Worth as at the last day of any fiscal quarter of the Guarantor to
be less than the sum of (a) $800,000,000 plus (b) 80% of the net gain attributed
to Consolidated Net Worth as a result of the sale by the Borrower of all or any
part of Option One Mortgage Corporation.

              SECTION 6.2. Indebtedness. The Credit Parties will not, and will
not permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

                  (a) Indebtedness created hereunder;

                  (b) Indebtedness under the Existing Credit Facility;


                                       40

<PAGE>   46
                  (c) Indebtedness existing on the date hereof and set forth in
         Schedule 6.2 and extensions, renewals and replacements of any such
         Indebtedness that do not increase the outstanding principal amount
         thereof;

                  (d) Indebtedness in an aggregate principal amount not to
         exceed $1,000,000,000 issued pursuant to the Registration Statement of
         the Borrower and the Guarantor on Form S-3 (Registration No. 333-33655
         and 333-33655-01) filed with the Securities and Exchange Commission on
         August 14, 1997, as amended by Amendment No. 1 filed with the
         Securities and Exchange Commission on September 26, 1997, Amendment No.
         2 filed with the Securities and Exchange Commission on October 2, 1997,
         Amendment No. 3 filed with the Securities and Exchange Commission on
         October 6, 1997 and Amendment No. 4 filed with the Securities and
         Exchange Commission on October 8, 1997, which Registration Statement
         became effective on October 17, 1997, provided that the obligations of
         the Credit Parties hereunder shall rank pari passu with such
         Indebtedness;

                  (e) Indebtedness consisting of trade accounts payable and
         accrued expenses incurred in the ordinary cause of business;

                  (f) (i) Indebtedness in connection with commercial paper
         issued in the United States through the Borrower which is guaranteed by
         the Guarantor and (ii) Indebtedness in connection with commercial paper
         issued in Canada through H&R Block Canada, Inc. which is guaranteed by
         the Guarantor; provided that the sum of (A) the aggregate amount of all
         Indebtedness incurred pursuant to this subsection 6.2(f) at any one
         time outstanding plus (B) the Obligations outstanding at such time plus
         (C) the "Obligations" (as such term is defined in the Existing Credit
         Facility) under the Existing Credit Facility at such time, shall not
         exceed $2,640,000,000;

                  (g) Indebtedness in connection with Guarantees of the
         performance of any Subsidiary's obligations under or pursuant to (i)
         any office lease entered into in the ordinary course of business, and
         (ii) any promotional, joint-promotional, cross-promotional, joint
         marketing, service, equipment or supply procurement, software license
         or other similar agreement entered into by such Subsidiary with one or
         more vendors, suppliers, retail businesses or other third parties in
         the ordinary course of business, including, but not limited to,
         indemnification obligations relating to such Subsidiary's failure to
         perform its obligations under such lease or agreement;

                  (h) acquisition-related Indebtedness (either purchased or
         assumed) and Indebtedness in connection with the Guarantor's guarantees
         of the payment or performance of primary obligations of Subsidiaries of
         the Guarantor in connection with such Subsidiaries' acquisition of
         accounting firms and accounting related business; provided that the
         aggregate amount of all Indebtedness incurred pursuant to this
         subsection 6.2(h) shall not exceed $100,000,000 during any fiscal year;

                  (i) Indebtedness of any Credit Party to any other Credit
         Party, of any Credit Party to any Subsidiary, of any Subsidiary to any
         Credit Party and of any


                                       41


<PAGE>   47



         Subsidiary to any other Subsidiary; provided that such Indebtedness
         shall not be prohibited by Section 6.5;

                  (j) Indebtedness in connection with repurchase agreements
         pursuant to which mortgage loans of a Credit Party or a Subsidiary are
         sold with the simultaneous agreement to repurchase the mortgage loans
         at the same price plus interest at an agreed upon rate; provided that
         the aggregate amount of all Indebtedness incurred pursuant to this
         subsection 6.2(j) shall not at any time exceed $500,000,000; provided
         further that no agreed upon repurchase date shall be later than 90
         business days after the date of the corresponding repurchase agreement;

                  (k) Indebtedness in connection with Guarantees or Guarantee
         Obligations which are made, given or undertaken as representations and
         warranties, indemnities or assurances of the payment or performance of
         primary obligations in connection with securitization transactions or
         other transactions permitted hereunder, as to which primary obligations
         the primary obligor is a Credit Party or a Subsidiary;

                  (l) Indebtedness of RSM McGladrey, Inc. ("RSM"), a Subsidiary
         of the Guarantor, to McGladrey & Pullen, LLP ("M&P") and certain
         related trusts under (i) that certain Asset Purchase Agreement dated as
         of June 28, 1999 among RSM, M&P, the Guarantor and certain other
         parties signatory thereto (the "M&P Purchase Agreement") and (ii) the
         Retired Partners Agreement and the Loan Agreement (as such terms are
         defined in the M&P Purchase Agreement); provided that the amount
         payable by RSM in respect of such Indebtedness permitted under this
         paragraph (l) shall not exceed $325,000,000 in the aggregate; and

                  (m) Indebtedness of Olde and its Subsidiaries in connection
         with (i) Capital Lease Obligations in an aggregate amount not exceeding
         $10,000,000 at any time, (ii) obligations under existing mortgages in
         an aggregate amount not exceeding $12,000,000 at any time, (iii)
         securities sold and not yet purchased, provided that the aggregate
         amount of all Indebtedness incurred pursuant to this clause (iii) shall
         not at any time exceed $15,000,000, (iv) customer deposits in
         the ordinary course of business, (v) payables to brokers and dealers in
         the ordinary course of business and (vi) reimbursement obligations
         relating to letters of credit in favor of a clearing corporation in a
         face amount not to exceed $125,000,000 at any time, provided such
         letters of credit are used solely to satisfy margin deposit
         requirements.

              SECTION 6.3. Liens. Each Credit Party 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:

                  (a) Permitted Encumbrances;

                  (b) any Lien on any property or asset of any Credit Party or
         any Subsidiary existing on the date hereof and set forth in Schedule
         6.3; provided that (i) such


                                       42



<PAGE>   48


         Lien shall not apply to any other property or asset of any Credit Party
         or any Subsidiary and (ii) such Lien shall secure only those
         obligations which it secures on the date hereof and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (c) any Lien existing on any property or asset prior to the
         acquisition thereof by any Credit Party 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 any Credit Party 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 extensions, renewals and
         replacements thereof that do not increase the outstanding principal
         amount thereof;

                  (d) Liens arising in connection with the securitization of any
         mortgage loans owned by the Borrower or any of its Subsidiaries;

                  (e) Liens arising in connection with the sale of any credit
         card receivables owned by the Borrower or any of its Subsidiaries;

                  (f) Liens on fixed or capital assets acquired, constructed or
         improved by any Credit Party or any Subsidiary to secure Indebtedness
         of such Credit Party or such Subsidiary incurred to finance the
         acquisition, construction or improvement of such fixed or capital
         assets; provided that (i) such Liens and the Indebtedness secured
         thereby are incurred prior to or within 90 days after such acquisition
         or the completion of such construction or improvement, (ii) the
         Indebtedness secured thereby does not exceed 100% of the cost of
         acquiring, constructing or improving such fixed or capital assets and
         (iii) such security interests shall not apply to any other property or
         assets of any Credit Party or any Subsidiary;

                  (g) Liens arising in connection with repurchase agreements
         contemplated by Section 6.2(j); provided that such security interests
         shall not apply to any property or assets of any Credit Party or any
         Subsidiary except for the mortgage loans or securities, as applicable,
         subject to such repurchase agreements;

                  (h) Liens arising in connection with Indebtedness permitted by
         Section 6.2(m)(v), which Liens are granted in the ordinary course of
         business;

                  (i) Liens not otherwise permitted by this Section 6.3 so long
         as the Obligations hereunder are contemporaneously secured equally and
         ratably with the obligations secured thereby; and

                  (j) Liens not otherwise permitted by this Section 6.3 so long
         as neither (i) the aggregate outstanding principal amount of the
         obligations secured thereby nor (ii)


                                       43


<PAGE>   49



         the aggregate fair market value (determined as of the date such Lien is
         incurred) of the assets subject thereto exceeds (as to the Credit
         Parties and all Subsidiaries) $10,000,000 at any one time.

              SECTION 6.4. Fundamental Changes.

                  (a) Each Credit Party will not, and will not permit any
         Subsidiary to, merge into or consolidate with any other Person, or
         permit any other Person to merge into or consolidate with it, or sell,
         transfer, lease or otherwise dispose of (in one transaction or in a
         series of transactions) all or any substantial part of its assets, or
         all or substantially all of the stock of any of the 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 Subsidiary other than the Borrower may merge into a Credit
         Party in a transaction in which the Credit Party is the surviving
         corporation, (ii) any wholly owned Subsidiary other than the Borrower
         may merge into any other wholly owned Subsidiary in a transaction in
         which the surviving entity is a wholly owned Subsidiary, (iii) any
         Subsidiary other than the Borrower may sell, transfer, lease or
         otherwise dispose of its assets to the Guarantor or to another
         Subsidiary and (iv) any Subsidiary other than the Borrower may
         liquidate or dissolve if the Guarantor determines in good faith that
         such liquidation or dissolution is in the best interests of the
         Guarantor and is not materially disadvantageous to the Lenders;
         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 6.5.

                  (b) Except as set forth on Schedule 6.4(b), the Credit Parties
         will not, and will not permit any Subsidiary to, engage to any material
         extent in any business other than businesses of the type conducted by
         the Credit Parties and the Subsidiaries on the date of execution of
         this Agreement and businesses reasonably related thereto.

              SECTION 6.5. Transactions with Affiliates. Each Credit Party will
not, and will not permit any Subsidiary 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 such Credit Party or such Subsidiary than
could be obtained on an arm's-length basis from unrelated third parties and (b)
transactions between or among the Guarantor and its wholly owned Subsidiaries
not involving any other Affiliate.

              SECTION 6.6. Restrictive Agreements. The Credit Parties will not,
and will not permit any Subsidiary to, directly or indirectly, enter into, incur
or permit to exist any agreZement or other arrangement that by its terms
prohibits, restricts or imposes any condition upon (a) the ability of any Credit
Party or any Subsidiary to create, incur or permit to exist any Lien upon any of
its material 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 Guarantor or any other Subsidiary
or to Guarantee Indebtedness of the Guarantor or any


                                       44


<PAGE>   50


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 6.6 (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 and other contracts restricting the
assignment thereof.

              SECTION 6.7. Limitation on Sale of Assets. Each Credit Party will
not, and will not permit any Subsidiary to, convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person other than the
Guarantor or any wholly owned Subsidiary of the Guarantor, except:

                  (a) the sale or other disposition of obsolete or worn out
         property in the ordinary course of business;

                  (b) the sale or other disposition of any property in the
         ordinary course of business, provided that the aggregate book value of
         all assets (other than inventory) so sold or disposed of in any period
         of twelve consecutive months shall not exceed 5% of consolidated total
         assets of the Guarantor and the Subsidiaries as at the beginning of
         such twelve-month period;

                  (c) the sale of inventory (including mortgage loans) or
         financial services in the ordinary course of business;

                  (d) the sale or discount without recourse of accounts
         receivable arising in the ordinary course of business in connection
         with the compromise or collection thereof;

                  (e) the Borrower may sell all or any part of Option One
         Mortgage Corporation; and

                  (f) as permitted by Section 6.4.

              SECTION 6.8. Amendments to Acquisition Documents. The Credit
Parties will not (a) amend, supplement or otherwise modify (pursuant to a waiver
or otherwise) the terms and conditions of the indemnities and licenses furnished
to the Credit Parties pursuant to the Acquisition Documentation or any other
document delivered by Olde, FMS, or any of their Affiliates or any of their
current or former shareholders in connection therewith such that after


                                       45



<PAGE>   51



giving effect thereto such indemnities or licenses shall be materially less
favorable to the interests of the Credit Parties or the Lenders with respect
thereto or (b) otherwise amend, supplement or otherwise modify the terms and
conditions of the Acquisition Documentation or any such other documents except
for any such amendment, supplement or modification that (i) becomes effective
after the date hereof and (ii) could not reasonably be expected to have a
Material Adverse Effect.



                                  ARTICLE VII

                                   GUARANTEE

              SECTION 7.1. Guarantee.

                  (a) The Guarantor hereby unconditionally and irrevocably
         guarantees to the Administrative Agent and the Lenders and their
         respective successors, indorsees, transferees and assigns, the prompt
         and complete payment and performance by the Borrower when due (whether
         at the stated maturity, by acceleration or otherwise) of the
         Obligations.

                  (b) The Guarantor further agrees to pay any and all expenses
         (including, without limitation, all fees and disbursements of counsel)
         which may be paid or incurred by the Administrative Agent or any Lender
         in enforcing, or obtaining advice of counsel in respect of, any rights
         with respect to, or collecting, any or all of the Obligations and/or
         enforcing any rights with respect to, or collecting against, the
         Guarantor under this Article. This Article shall remain in full force
         and effect until the Obligations and the obligations of the Guarantor
         under the guarantee contained in this Article shall have been satisfied
         by payment in full and the Commitments shall be terminated,
         notwithstanding that from time to time prior thereto the Borrower may
         be free from any Obligations.

                  (c) No payment or payments made by any Credit Party, any other
         guarantor or any other Person or received or collected by the
         Administrative Agent or any Lender from any Credit Party or any other
         Person by virtue of any action or proceeding or any set-off or
         appropriation or application, at any time or from time to time, in
         reduction of or in payment of the Obligations shall be deemed to
         modify, reduce, release or otherwise affect the liability of the
         Guarantor hereunder which shall, notwithstanding any such payment or
         payments, remain liable hereunder for the Obligations until the
         Obligations are paid in full and the Commitments are terminated.

                  (d) The Guarantor agrees that whenever, at any time or from
         time to time, it shall make any payment to the Administrative Agent or
         any Lender on account of its liability hereunder, it will notify the
         Administrative Agent and such Lender in writing that such payment is
         made under this Article for such purpose.



                                       46





<PAGE>   52

              SECTION 7.2. No Subrogation. Notwithstanding any payment or
payments made by the Guarantor hereunder, or any set-off or application of funds
of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall
not be entitled to be subrogated to any of the rights of the Administrative
Agent or any Lender against the Borrower or against any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender for
the payment of the Obligations, nor shall the Guarantor seek or be entitled to
seek any contribution or reimbursement from the Borrower in respect of payments
made by the Guarantor hereunder, until all amounts owing to the Administrative
Agent and the Lenders by the Borrower on account of the Obligations are paid in
full and the Commitments are terminated. If any amount shall be paid to the
Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by the
Guarantor in trust for the Administrative Agent and the Lenders, segregated from
other funds of the Guarantor, and shall, forthwith upon receipt by the
Guarantor, be turned over to the Administrative Agent in the exact form received
by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if
required) to be applied against the Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine. The provisions of this
Section shall be effective notwithstanding the termination of this Agreement and
the payment in full of the Obligations and the termination of the Commitments.

              SECTION 7.3. Amendments, etc. with respect to the Obligations;
Waiver of Rights. The Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against the Guarantor, and without
notice to or further assent by the Guarantor, any demand for payment of any of
the Obligations made by the Administrative Agent or any Lender may be rescinded
by the Administrative Agent or such Lender, and any of the Obligations
continued, and the Obligations, or the liability of any other party upon or for
any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and this
Agreement and any other documents executed and delivered in connection herewith
may be amended, modified, supplemented or terminated, in whole or in part, in
accordance with the provisions hereof as the Administrative Agent (or the
requisite Lenders, as the case may be) may deem advisable from time to time, and
any collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Agreement or any property subject thereto. When making any demand hereunder
against the Guarantor, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on the Borrower or any other
guarantor, and any failure by the Administrative Agent or any Lender to make any
such demand or to collect any payments from the Borrower or any such other
guarantor or any release of the Borrower or such other guarantor shall not
relieve the Guarantor of its obligations or liabilities hereunder, and shall not
impair or affect the rights and remedies, express or implied, or as a matter of
law, of the Administrative Agent or any Lender against the Guarantor. For the
purposes hereof "demand" shall include the commencement and continuance of any
legal proceedings.




                                       47



<PAGE>   53

              SECTION 7.4. Guarantee Absolute and Unconditional. The Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon this Agreement or acceptance of this Agreement; the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Agreement; and all dealings between the Borrower and the Guarantor, on
the one hand, and the Administrative Agent and the Lenders, on the other, shall
likewise be conclusively presumed to have been had or consummated in reliance
upon this Agreement. The Guarantor waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon the Borrower
and the Guarantor with respect to the Obligations. This Article shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity, regularity or enforceability of this
Agreement, any other documents executed and delivered in connection herewith,
any of the Obligations or any other collateral security therefor or guarantee or
right of offset with respect thereto at any time or from time to time held by
the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Guarantor against the Administrative Agent or
any Lender, or (c) any other circumstance whatsoever (with or without notice to
or knowledge of the Borrower or the Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Borrower for the
Obligations, or of the Guarantor under this Article, in bankruptcy or in any
other instance. When pursuing its rights and remedies hereunder against the
Guarantor, the Administrative Agent and any Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the
Borrower or any other Person or against any collateral security or guarantee for
the Obligations or any right of offset with respect thereto, and any failure by
the Administrative Agent or any Lender to pursue such other rights or remedies
or to collect any payments from the Borrower or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower or any such other Person or of
any such collateral security, guarantee or right of offset, shall not relieve
the Guarantor of any liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Administrative Agent or any Lender against the Guarantor. This Article
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon the Guarantor and its successors and assigns, and
shall inure to the benefit of the Administrative Agent and the Lenders, and
their respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of the Guarantor under this Agreement shall have
been satisfied by payment in full and the Commitments shall be terminated,
notwithstanding that from time to time during the term of this Agreement the
Borrower may be free from any Obligations.

              SECTION 7.5. Reinstatement. This Article shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any Credit
Party or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, any Credit Party or any
substantial part of its property, or otherwise, all as though such payments had
not been made.


                                       48


<PAGE>   54




              SECTION 7.6. Payments. The Guarantor hereby agrees that all
payments required to be made by it hereunder will be made to the Administrative
Agent without set-off or counterclaim in accordance with the terms of the
Obligations, including, without limitation, in the currency in which payment is
due.


                                  ARTICLE VIII

                                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 any Credit Party 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 incorrect in any material
         respect when made or deemed made;

                  (d) any Credit Party shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.2, 5.3 (with
         respect to the Credit Parties' existence) or 5.8 or in Article VI;

                  (e) any Credit Party 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) any Credit Party 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 (after expiration of any applicable grace or cure
         period);

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (after expiration of any applicable grace or cure
         period) the holder or holders of any Material Indebtedness or any
         trustee or agent on its or their behalf to cause any Material



                                       49


<PAGE>   55



         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 any Credit Party 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 any Credit Party 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) any Credit Party 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
         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) any Credit Party 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 $15,000,000 shall be rendered against the
         Guarantor, 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 any Credit Party 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;

                  (m) a Change in Control shall occur;

                  (n) the Guarantee contained in Article VII herein shall cease,
         for any reason, to be in full force and effect in any material respect
         or any Credit Party shall so assert; or


                                       50



<PAGE>   56

                  (o) any of the RAL Program Documents or any material term or
         provision thereof shall cease to be in full force and effect; or any
         party thereto shall, or shall purport to, terminate, repudiate, declare
         voidable or void or otherwise contest any of the RAL Program Documents
         or any material term or provision thereof or any material obligation or
         liability of any party thereunder; or any party thereto shall default
         beyond any applicable grace or cure period in the observance or
         performance of any material term, provision or condition thereof;

then, and in every such event (other than an event with respect to the Credit
Parties 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 Credit Parties
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 Credit Parties; and in case of any event with respect to
the Credit Parties 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 Credit Parties 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 Credit Parties.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

                  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


                                       51


<PAGE>   57



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 any Credit Party or any Subsidiary 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 when expressly, required hereby, all the 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 any Credit Party
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 in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered 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 or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the 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 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 any Credit Party), 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 of its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and of all its duties and exercise its rights and
powers through their respective Related Parties. The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective 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.



                                       52

<PAGE>   58


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 and
Section 10.3 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.

                  Notwithstanding anything to the contrary contained in this
Agreement, the parties hereto hereby agree that no agent (other than the
Administrative Agent) shall have any rights, duties or responsibilities in its
capacity as agent hereunder and that no agent (other than the Administrative
Agent) shall have the authority to take any action hereunder in its capacity as
such.

                                   ARTICLE X

                                 MISCELLANEOUS


              SECTION 10.1. 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 or the Guarantor, to it at 4435 Main
         Street, Kansas City, Missouri 64111, Attention of Ozzie Wenich
         (Telecopy No. (816) 753-8628);

                  (b) if to the Administrative Agent, to The Chase Manhattan
         Bank, Agent Bank Services Group, One Chase Manhattan Plaza, 8th Floor,
         New York, New York 10081, Attention of Margaret Swales (Telecopy No.
         (212) 552-5662), with a copy to The Chase Manhattan Bank, 10 South
         LaSalle Street, Chicago, Illinois 60603, Attention of Mark Gibbs
         (Telecopy No. (312) 807-4550); and



                                       53



<PAGE>   59

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

                  (d) 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 10.2. Waivers; Amendments.

                  (a) No failure or delay by the Administrative Agent or any
         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 Credit Parties 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 Credit Parties and the
         Required Lenders or by the Credit Parties 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 2.15(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)
         release the guarantee contained in Article VII, 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.


                                       54


<PAGE>   60





              SECTION 10.3. Expenses; Indemnity; Damage Waiver.

                  (a) The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates, including 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 and 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 hereunder, including in
connection with any workout, restructuring or negotiations in respect thereof.

                  (b) The Credit Parties shall jointly and severally 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 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 Credit Parties or any
Subsidiaries, or any Environmental Liability related in any way to the Credit
Parties or any 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 or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

                  (c) To the extent that any Credit Party 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 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. The
Administrative Agent shall have the right to deduct any amount owed to it by any
Lender under this paragraph (c) from any payment made by it to such Lender
hereunder.



                                       55
<PAGE>   61


                    (d) To the extent permitted by applicable law, the Credit
          Parties shall not assert, and hereby waive, 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
          promptly after written demand therefor.

                 SECTION 10.4.     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 no Credit Party
          may 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 any Credit Party 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 its 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 an
          assignment of a proportionate part of all the assigning Lender's
          rights and obligations under this Agreement, (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, 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 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




                                       56

<PAGE>   62



          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 2.12, 2.13, 2.14 and 10.3). 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
          each Credit Party, 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 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 any Credit Party
          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 obligations and (iii) the Credit Parties, 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 10.2(b) that affects such
          Participant. Subject to paragraph (f) of this Section, the Borrower
          agrees that each Participant shall be entitled to


                                       57

<PAGE>   63


          the benefits of Sections 2.12, 2.13 and 2.14 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 2.12 or 2.14 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 2.14 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 2.14(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 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 10.5. Survival. All covenants, agreements,
representations and warranties made by the Credit Parties 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 2.12, 2.13, 2.14 and 10.3 and Article IX 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 10.6. 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 4.1, 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

                                       58

<PAGE>   64



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 10.7. 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 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 10.8. 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 either Credit Party against any of and
all the obligations of such Credit Party 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 10.9. 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) Each Credit Party 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 any Credit Party or its properties in the courts of any
          jurisdiction.

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



                                       59

<PAGE>   65

          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 10.1.
          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 10.10. 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 10.11. 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 10.12. 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 (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section by it or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than any Credit Party. For the purposes of this Section, "Information"
means all information received from any Credit Party relating to any Credit
Party 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 such Credit Party; provided that, in the case of information
received from any Credit Party after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required
to maintain the


                                       60

<PAGE>   66


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 10.13. 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.


                                       61


<PAGE>   67


                  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.



                                 BLOCK FINANCIAL CORPORATION


                                 By: /s/ Frank L. Salizzoni
                                    --------------------------------------------
                                    Title: President


                                 H&R BLOCK, INC.


                                 By: /s/ Ozzie Wenich
                                    --------------------------------------------
                                    Title: Senior Vice President and Chief
                                           Financial Officer


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


                                 By: /s/ Sean Obranski
                                    --------------------------------------------
                                     Title: Vice President


                                 BANK OF AMERICA, N.A.


                                 By: /s/ Kenneth J. Beck
                                    --------------------------------------------
                                     Title: Vice President


                                 CITIBANK, N.A.


                                 By: /s/Mark Stanfield Packard
                                    --------------------------------------------
                                     Title: Vice President


                                       62

<PAGE>   68


                                 ROYAL BANK OF CANADA


                                 By: /s/  N.G. Millar
                                     -------------------------------------------
                                     Title: Senior Manager


                                 WESTDEUTSCHE LANDESBANK
                                 GIROZENTRALE, NEW YORK BRANCH


                                 By: /s/ Lisa Walker
                                     -------------------------------------------
                                    Title: Vice President


                                 By: /s/ Barry Wadler
                                     -------------------------------------------
                                    Title: Associate


                                 BANK ONE, NA
                                 (Main Office Chicago)


                                 By: /s/ Thomas J. Connally
                                     -------------------------------------------
                                    Title: Vice President


                                 COMMERZBANK AG, NEW YORK AND
                                 GRAND CAYMAN BRANCHES


                                 By: /s/ Paul Karlin
                                     -------------------------------------------
                                     Title: Assistant Vice President


                                 By: /s/ J. Timothy Shortly
                                     -------------------------------------------
                                     Title: Senior Vice President


                                 TORONTO DOMINION (TEXAS), INC.


                                 By: /s/ Azar S. Azarpour
                                     -------------------------------------------
                                     Title: Vice President



                                       63

<PAGE>   69

                                 CREDIT LYONNAIS, NEW YORK BRANCH


                                 By: /s/ W. Jay Buckley
                                     -------------------------------------------
                                     Title: Vice President


                                 THE BANK OF NEW YORK


                                 By: /s/ David G. Shedd
                                     -------------------------------------------
                                     Title: Vice President





                                      64

<PAGE>   70

                                                                    SCHEDULE 2.1

                                   COMMITMENTS
<TABLE>
<CAPTION>

Lender                                                                     Commitment
- - ------                                                                     ----------
<S>                                                                     <C>
ADMINISTRATIVE AND SYNDICATION AGENT
THE CHASE MANHATTAN BANK                                                $  75,000,000

CO-DOCUMENTATION AGENTS
BANK OF AMERICA, N.A.                                                      75,000,000
CITIBANK, N.A.                                                             75,000,000

PARTICIPANTS
ROYAL BANK OF CANADA                                                       75,000,000
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH                      75,000,000
BANK ONE, NA                                                               75,000,000
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES                         75,000,000
TORONTO DOMINION (TEXAS), INC.                                             75,000,000
CREDIT LYONNAIS, NEW YORK BRANCH                                           75,000,000
THE BANK OF NEW YORK                                                       75,000,000
                                                                         ------------
TOTAL:                                                                   $750,000,000
                                                                         ============

</TABLE>


<PAGE>   71

                                                                 SCHEDULE 3.4(a)


                              GUARANTEE OBLIGATIONS


- - -        Guarantee Obligations of the Borrower which have been given or made as
         representations or warranties, indemnities or assurance of the payment
         or performance of primary obligations of Subsidiaries of the Borrower
         in connection with securitization transactions.

- - -        Guarantee Obligations of the Guarantor or its Subsidiaries which have
         been given or made as indemnities or assurance of the payment or
         performance of primary obligations of Subsidiaries of the Guarantor in
         connection with such Subsidiaries' acquisitions of (i) all the Capital
         Stock of Donnelly Meiners Jordan Kline, Inc. on May 15, 1998, (ii)
         substantially all of the assets of Friedman Eisenstein Raemer and
         Schwartz, LLP and Practice Development Institute, LLC on October 21,
         1998, (iii) substantially all of the assets Katz, Sapper & Miller, LLP
         on November 2, 1998, (iv) substantially all of the assets of Freed
         Maxick Sachs & Murphy, P.C. and Freed Maxick ABL Services, Inc. on
         November 3, 1998, (v) substantially all of the assets of Rudolph
         Palitz, LLP, on May 28, 1999, (vi) substantially all of the assets of
         McGladrey & Pullen, LLP on August 2, 1999, (vii) substantially all of
         the assets of Wallace Sanders & Company on December 15, 1998, (viii)
         substantially all of the assets of C.W. Amos & Company on April 16,
         1999, (ix) substantially all of the assets of Berg, DeMarco, Lewis &
         Sawatski & Co. on February 25, 1999, (x) Troupe Kehoe Whiteaker & Kent,
         L.L.C., by merger on December 2, 1998, (xi) substantially all of the
         assets of R.J. Murphy & Associates, P.C. on March 18, 1999, (xii)
         substantially all of the assets of Battaglia, Andrews & Moag, P.C. on
         February 26, 1999, and (xiv) substantially all of the assets of Kinder
         & Wyman, P.C. on September 24, 1999.


<PAGE>   72

                                                                    SCHEDULE 3.6

                                DISCLOSED MATTERS


                                     -NONE-


<PAGE>   73


                                                                   SCHEDULE 3.14


                                  SUBSIDIARIES

         The following is a list of the direct and indirect subsidiaries of H&R
Block, Inc., a Missouri corporation. All active subsidiaries do business under
their corporate names listed below or close derivatives thereof:

<TABLE>
<CAPTION>

                                    Name                                              Jurisdiction in
                                    ----                                              which organized
                                                                                      ---------------
<S>                                                                                 <C>
H&R Block Group, Inc......................................................              Delaware (1)
Block Investment Corporation..............................................              Delaware (1)
HRB Management, Inc.......................................................              Missouri (2)
H&R Block Tax Services, Inc...............................................              Missouri (2)
H&R Block Eastern Tax Services, Inc.......................................              Missouri (3)
H&R Block of Dallas, Inc..................................................              Texas (3)
HRB Partners, Inc.........................................................              Delaware (4)
H&R Block and Associates, L.P.............................................              Delaware (5)
HRB Royalty, Inc..........................................................              Delaware (3)
BWA Advertising, Inc......................................................              Missouri (3)
H&R Block Canada, Inc.....................................................              Canada (3)
H&R Block (Nova Scotia), Incorporated.....................................              Nova Scotia (6)
Cashplan Systems, Inc.....................................................              British Columbia (6)
H&R Block (Guam), Inc.....................................................              Guam (3)
H&R Block Limited.........................................................              New South Wales (7)
Block Financial Corporation...............................................              Delaware (2)
Franchise Partner, Inc....................................................              Nevada (8)
MECA Sub - LFOD, Ltd......................................................              New Hampshire (8)
Block Mortgage Finance, Inc...............................................              Delaware (9)
Option One Mortgage Corporation...........................................              California (8)
</TABLE>




<PAGE>   74


<TABLE>
<CAPTION>

                                    Name                                              Jurisdiction in
                                    ----                                              which organized
                                                                                      ---------------
<S>                                                                                 <C>
Option One Mortgage Acceptance Corporation................................              Delaware (10)
Premier Trust Deed Services, Inc..........................................              California (10)
Companion Insurance, Ltd..................................................              Bermuda (11)
H&R Block Tax and Financial Services Limited..............................              United Kingdom (11)
H&R Block Financial Advisors, Inc.........................................              Delaware (8)
H&R Block Insurance Services, Inc.........................................              Delaware (8)
Premier Mortgage Services of Washington Inc...............................              Washington (10)
H&R Block Home Loans, Inc.................................................              California (10)
H&R Block Mortgage Corporation............................................              Ontario (10)
HRB Business Services, Inc................................................              Delaware (2)
DMJK Business Services, Inc...............................................              Missouri (13)
FERS Business Services, Inc...............................................              Delaware (13)
Practice Development Institute, Inc.......................................              Delaware (13)
Block Holdings, Inc.......................................................              Illinois (13)
FERS Personal Financial Services, Inc.....................................              Delaware (13)
KSM Business Services, Inc................................................              Delaware (13)
FM Business Services, Inc.................................................              Delaware (13)
Freed Maxick ABL Services, Inc...........................................               Delaware (13)
NCS Mortgage Services, L.L.C..............................................              Georgia (14)
NCS Mortgage Services II, L.L.C...........................................              Georgia (14)
Birchtree Financial Services, Inc.........................................              Oklahoma (8)
Companion Mortgage Corporation............................................              Delaware (8)
Option One Direct Insurance Agency, Inc...................................              California (10)
Assurance Mortgage Corporation of America.................................              Massachusetts (10)
RSM McGladrey, Inc........................................................              Delaware (13)
C.W. Amos Business Services, Inc..........................................              Delaware (13)
</TABLE>



<PAGE>   75


<TABLE>
<CAPTION>

                                    Name                                              Jurisdiction in
                                    ----                                              which organized
                                                                                      ---------------
<S>                                                                                 <C>
RP Business Services, Inc.................................................              Delaware (13)
</TABLE>
<PAGE>   76





<TABLE>
<S>                                                                                    <C>
WS Business Services, Inc.................................................              Delaware (13)
Rex Investments, Inc......................................................              Texas (15)
C.W. Amos Investment Advisors, LLC........................................              Maryland (16)
McGladrey Contract Business Services, L.L.C...............................              Minnesota (17)
H&R Block Enterprises, Inc................................................              Missouri (3)
H&R Block Eastern Enterprises, Inc........................................              Missouri (18)
H&R Block NC Tax Services, Inc............................................              Missouri (18)
AJR Acquisition, Inc......................................................              North Carolina (1)
HRB Retail Services, Inc..................................................              Delaware (2)
</TABLE>


Notes to Subsidiaries of H&R Block, Inc.:

(1)      Wholly owned subsidiary of H&R Block, Inc.
(2)      Wholly owned subsidiary of H&R Block Group, Inc.
(3)      Wholly owned subsidiary of H&R Block Tax Services, Inc.
(4)      Wholly owned subsidiary of H&R Block of Dallas, Inc.
(5)      Limited partnership in which H&R Block Tax Services, Inc. is a 1%
         general partner and HRB Partners, Inc. is a 99% limited partner.
(6)      Wholly owned subsidiary of H&R Block Canada, Inc.
(7)      Wholly owned subsidiary of HRB Royalty, Inc.
(8)      Wholly owned subsidiary of Block Financial Corporation.
(9)      Wholly owned subsidiary of Companion Mortgage Corporation.
(10)     Wholly owned subsidiary of Option One Mortgage Corporation.
(11)     Wholly owned subsidiary of HRB Management, Inc.
(12)     Wholly owned subsidiary of Premier Trust Deed Services, Inc.
(13)     Wholly owned subsidiary of HRB Business Services, Inc.
(14)     Limited liability company in which Block Financial Corporation has a
         96.25% membership interest and non-affiliated individuals have a
         combined 3.75% membership interest.
(15)     Wholly owned subsidiary of WS Business Services, Inc.
(16)     Limited liability company in which C.W. Amos Business Services, Inc.
         has a 100% membership interest.
(17)     Limited liability company in which
         RSM McGladrey, Inc. has a 100% membership interest.
(18)     Wholly owned subsidiary of H&R Block Eastern Tax Services, Inc.


<PAGE>   77


                                                                    SCHEDULE 6.2


                              EXISTING INDEBTEDNESS



- - -        Back-up credit facility for Canadian commercial paper program which is
         guaranteed by H&R Block, Inc., in an aggregate principal amount of
         approximately $125,000,000.

- - -        H&R Block, Inc. guarantee of Subsidiaries' obligations under surety
         bonds and fidelity bonds issued pursuant to state mortgage licensing
         requirements.

- - -        Indebtedness or obligations in respect of one or more Hedging
         Agreements of any one or more of the Credit Parties and any
         Subsidiaries in an aggregate principal amount not exceeding
         $25,000,000. For purposes hereof, the "principal amount" of the
         obligations of any Credit Party 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 Credit Party or such
         Subsidiary would be required to pay if such Hedging Agreement were
         terminated at such time.

- - -        Credit facility for New York licensing purposes for Option One Mortgage
         Corporation in an aggregate principal amount of $1,000,000.




<PAGE>   78


                                                                    SCHEDULE 6.3


                                 EXISTING LIENS


                                     -NONE-




<PAGE>   79

                                                                 SCHEDULE 6.4(b)


                              ADDITIONAL BUSINESSES


- - -        Financial planning and/or advisory products and services in the United
         States, Canada, the United Kingdom and Australia, including (without
         limitation) brokerage services (stocks, bonds, mutual funds), IRAs
         (United States) and RSPs (Canada), 401(k) rollover products and
         services, insurance and annuities.

- - -        Finance Company Business (consumer finance and mortgage loan related
         products and services in addition to the consumer finance, credit card
         and mortgage business currently conducted by the Credit Parties and
         their Subsidiaries).

- - -        Check cashing.



<PAGE>   80


                                                                    SCHEDULE 6.6


                              EXISTING RESTRICTIONS


- - -        Indenture, dated as of October 20, 1997, by and between the Credit
         Parties and Bankers Trust Company, as trustee.

- - -        Repurchase Agreements pursuant to which mortgage loans of a Credit
         Party or a Subsidiary of a Credit Party are sold with the simultaneous
         agreement to repurchase the mortgage loans at some point in the future
         at the same price plus interest at an agreed upon rate; provided that
         (i) the aggregate principal balance of such mortgage loans subject to a
         repurchase agreement at any given time shall not exceed $500,000,000
         and (ii) no agreed upon repurchase date shall be later than 90 business
         days after the date of the applicable repurchase agreement.




<PAGE>   81




                                                                       EXHIBIT A


                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the $750,000,000 Credit and Guarantee
Agreement, dated as of November 1, 1999 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Block Financial
Corporation (the "Borrower"), H&R Block, Inc., the Lenders party thereto and The
Chase Manhattan Bank, as administrative agent for the Lenders (in such capacity,
the "Agent"). Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  The Assignor identified on Schedule l hereto (the "Assignor")
and the Assignee identified on Schedule l hereto (the "Assignee") agree as
follows:

                  1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined below), the interest described in Schedule 1
hereto (the "Assigned Interest") in and to the Assignor's rights and obligations
under the Credit Agreement with respect to those credit facilities contained in
the Credit Agreement as are set forth on Schedule 1 hereto (individually, an
"Assigned Facility"; collectively, the "Assigned Facilities"), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto.

                  2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Credit Party, any of their respective Subsidiaries or
any other obligor or the performance or observance by any Credit Party, any of
their Subsidiaries or any other obligor of any of their respective obligations
under the Credit Agreement or any other instrument or document furnished
pursuant hereto or thereto; and (c) attaches any promissory notes held by it
evidencing the Assigned Facilities and (i) requests that the Agent, upon request
by the Assignee, exchange the attached promissory notes for a new promissory
note or promissory notes payable to the Assignee and (ii) if the Assignor has
retained any interest in the Assigned Facility, requests that the Agent exchange
the attached promissory notes for a new promissory note or promissory notes
payable to the Assignor, in each case in amounts which reflect the assignment
being made hereby (and after giving effect to any other assignments which have
become effective on the Effective Date).

<PAGE>   82

                  3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to Section 3.4 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (c) agrees
that it will, independently and without reliance upon the Assignor, the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Agent by the terms
thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender including, if it
is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 2.14 of the Credit Agreement.

                  4. The effective date of this Assignment and Acceptance shall
be the Effective Date of Assignment described in Schedule 1 hereto (the
"Effective Date"). Following the execution of this Assignment and Acceptance, it
will be delivered to the Agent for acceptance by it and recording by the Agent
pursuant to the Credit Agreement, effective as of the Effective Date (which
shall not, unless otherwise agreed to by the Agent, be earlier than five
Business Days after the date of such acceptance and recording by the Agent).

                  5. Upon such acceptance and recording, from and after the
Effective Date, the Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to the Effective Date and to the
Assignee for amounts which have accrued subsequent to the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Agent for periods prior to the Effective Date or with respect to the making
of this assignment directly between themselves.

                  6. From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and shall be bound by the provisions thereof and (b) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.

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

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.


<PAGE>   83


                                   Schedule 1
                          to Assignment and Acceptance


Name of Assignor:
                 -----------------------------

Name of Assignee:
                 -----------------------------

Effective Date of Assignment:
                             -----------------

     Credit                    Principal
Facility Assigned           Amount Assigned       Commitment Percentage Assigned

Revolving Credit                  $                          .          %
                                                         ---  ----------

[NAME OF ASSIGNEE]                                 [NAME OF ASSIGNOR]



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

[Consented to and] Accepted:                       [Consented To:

THE CHASE MANHATTAN BANK, as                       BLOCK FINANCIAL CORPORATION
Administrative Agent


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



<PAGE>   84

                                                                       EXHIBIT B


                         [LETTERHEAD OF BRYAN CAVE LLP]



                                              , 1999


The Chase Manhattan Bank,
 as Administrative Agent

         and

The Lenders Party to the Credit and Guarantee
   Agreement Referenced Below

                  RE:      CREDIT AND GUARANTEE AGREEMENT DATED AS OF NOVEMBER
                           1, 1999 AMONG BLOCK FINANCIAL CORPORATION, AS
                           BORROWER, H&R BLOCK, INC., AS GUARANTOR, THE LENDERS
                           PARTY THERETO AND THE CHASE MANHATTAN BANK, AS
                           ADMINISTRATIVE AGENT (THE "CREDIT AGREEMENT")

Ladies and Gentlemen:

                  We have acted as counsel to Block Financial Corporation, a
Delaware corporation (the "Borrower"), and H & R Block, Inc., a Missouri
corporation (the "Guarantor"), in connection with the above-referenced Credit
Agreement. The Borrower and the Guarantor are sometimes individually referred to
herein as a "Credit Party" and collectively referred to herein as the "Credit
Parties." This opinion is furnished to you pursuant to subsection 4.2(b) of the
Credit Agreement. Capitalized terms used herein without definition have the same
meanings as in the Credit Agreement. With your permission, for purposes of this
opinion, we have assumed that the Acquisition Documentation consists of those
documents specifically identified as such in the Officer's Certificates attached
hereto as Exhibits 1 and 2.

                  For purposes of this opinion, we have examined the following
documents:


                  (a)      a copy of the Credit Agreement;

                  (b)      a copy of the certificate delivered to the
                           Administrative Agent by each Credit Party pursuant to
                           Sections 4.2(c) and 4.2(d) of the Credit Agreement;

                  (c)      the Officer's Certificates delivered to us by the
                           Credit Parties, copies of which are attached hereto
                           as Exhibits 1 and 2;

<PAGE>   85

                  (d)      a copy of the Certificate of Good Standing with
                           respect to the Borrower issued by the Secretary of
                           State of the State of Delaware dated         , 1999;

                  (e)      a copy of the Certificate of Good Standing with
                           respect to the Guarantor issued by the Secretary of
                           State of the State of Missouri dated           ,
                           1999; and

                  (f)      such other corporate records of the Credit Parties as
                           we have deemed necessary or appropriate to enable us
                           to render the opinions expressed below.

                  Whenever our opinion with respect to the existence or absence
of facts is indicated to be based on our knowledge or awareness, we are
referring solely to the actual knowledge of the particular Bryan Cave LLP
attorneys who have represented the Credit Parties in connection with the
transactions contemplated by the Credit Agreement and the Acquisition
Documentation. Except as expressly set forth herein, we have not undertaken any
independent investigation to determine the existence or absence of such facts
and no inference as to our knowledge concerning such facts should be drawn from
the fact that such representation has been undertaken by us.

                  In rendering this opinion, we have made and relied on the
following assumptions with your permission, and without independent
investigation: (i) the representations and warranties made in the Credit
Agreement and the Acquisition Documentation, and the other factual matters
contained in certificates and other documents examined by us, are true and
accurate; (ii) the signatures of individuals (other than individuals signing on
behalf of any Credit Party) signing all documents in connection with which this
opinion is rendered are genuine and authorized; (iii) all documents submitted to
us as copies, whether certified or not, conform to authentic original documents;
(iv) all parties (other than any Credit Party) to the documents reviewed by us
have full power and authority to execute, deliver and perform thereunder, and
all such documents have been duly authorized by all necessary corporate or other
actions on the part of such parties and others, have been duly executed by such
parties, have been duly delivered by such parties and, as to all such parties,
constitute legal, valid and binding obligations of such parties; (v) no consent,
approval, authorization, declaration or filing by or with any governmental
commission, board or agency is required for the valid execution and delivery by
the Administrative Agent or any Lender of the Credit Agreement or by any party
(other than any Credit Party) of the Acquisition Documentation; and (vi) there
are no agreements between any of the parties that would alter the agreements set
forth in the Credit Agreement or the Acquisition Documentation.

                  Based on the foregoing and in reliance thereon, and subject to
the limitations, qualifications and exceptions set forth below, we are of the
opinion that:



<PAGE>   86



                  1. Each Credit Party is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has the full corporate power and corporate authority to own
and operate its material properties and to carry on its business as now
conducted.

                  2. Each Credit Party has the full corporate power and
corporate authority to execute, deliver and perform the Credit Agreement and the
Acquisition Documentation to which it is a signatory party.

                  3. The execution, delivery and performance by each Credit
Party of the Credit Agreement and the Acquisition Documentation to which it is a
signatory party (a) have been duly authorized by all necessary corporate action
on the part of such Credit Party, and (b) do not, in respect of the Credit
Parties or any of their respective Subsidiaries, require the approval or consent
of, authorization by, or registration, declaration or filing with, any
governmental authority, except for those which have been obtained and remain in
effect.

                  4. The Credit Agreement and the Acquisition Documentation have
been duly executed and delivered by each Credit Party that is a signatory party
thereto and constitute the legal, valid and binding obligations of such Credit
Party, enforceable in accordance with their respective terms.

                  5. The execution, delivery and performance by each Credit
Party of the Credit Agreement and the Acquisition Documentation to which it is a
signatory party will not: (a) contravene the terms of the Certificate or
Articles of Incorporation or bylaws of such Credit Party; (b) conflict with or
result in the breach of any material provision of or constitute a default (with
due notice or lapse of time, or both) under any material agreement to which such
Credit Party is a party or its properties are subject, or result in the creation
or imposition of any lien or encumbrance upon any of the property of any Credit
Party pursuant to the provisions of any such agreement or instrument; (c)
contravene, to our knowledge, any order, injunction, writ or decree of any court
or arbiter to which any Credit Party or its property is subject; or (d) violate
any law, treaty, rule or regulation, in each case applicable to or binding upon
any Credit Party or any of its property or to which any Credit Party or any of
its property is subject.

                  6. To our knowledge there are no actions, suits or proceedings
pending or threatened against any Credit Party in any court or before any
governmental authority which have a significant likelihood of materially and
adversely affecting either (i) the ability of such Credit Party to perform its
obligations under the Credit Agreement or the Acquisition Documentation to which
it is a signatory party or (ii) the financial condition or operations of the
Guarantor and its Subsidiaries taken as a whole.

                  7. The making of any Loan and the application of the proceeds
thereof as provided in the Credit Agreement will not violate Regulation T, U or
X of the Board of Governors of the Federal Reserve System.


<PAGE>   87

                  8. Neither Credit Party is an "investment company" or a
company "controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.

                  The opinions set forth above are subject to the following
qualifications:

                           a. Our opinions expressed herein are limited to the
              laws of the State of Missouri, the laws of the State of New York,
              the federal law of the United States, and the General Corporation
              Law of the State of Delaware, and we do not express any opinion
              concerning any other law nor do we purport to be experts in the
              laws of any other states.

                           b. Our opinion above as to enforceability of the
              Credit Agreement and the Acquisition Documentation is subject to
              (i) the effect of any applicable bankruptcy, insolvency,
              reorganization, receivership, moratorium or similar laws affecting
              creditors' rights and remedies generally, and (ii) the effect of
              general principles of equity including, without limitation,
              concepts of materiality, reasonableness, good faith and fair
              dealing, and the possible unavailability of specific performance,
              injunctive relief or other equitable remedies (regardless of
              whether considered in a proceeding in equity or at law).

                           c. We have not been requested to render, and with
              your permission we do not express, any opinion as to the
              applicability of Section 548 of the Bankruptcy Code, Article 10 of
              the New York Debtor & Creditor Law or any other law relating to
              fraudulent conveyances, transfers and obligations, or to
              fraudulent transfers and conveyances generally, to the
              transactions and documents referred to herein.

                           d. We express no opinion as to the enforceability of
              (i) any provision relating to jurisdiction or service of process,
              (ii) any forum selection or waiver of venue or waiver of jury
              trial provisions, or (iii) any waiver or other provision contained
              in the Credit Agreement or the Acquisition Documentation that is
              against public policy.

                           e. While Missouri choice-of-law rules are not
              entirely settled, we believe that a properly instructed state or
              federal court sitting in the State of Missouri and applying
              Missouri choice-of-law rules would likely find sufficient contacts
              with New York in the transactions contemplated by the Credit
              Agreement to honor the choice of New York law contained therein in
              the absence of a determination that application of New York law
              would violate the public policy of the State of Missouri. In this
              regard, a Missouri court (or a court applying Missouri law) would
              consider, among other things, the following facts, factors or
              circumstances in analyzing such choice of law provisions: (i) the
              place of contracting; (ii) the place of negotiation; (iii) the
              place of performance (i.e., where repayment must be made); (iv)
              the location of the subject matter of the contract; and (v) the
              domicile or jurisdiction of incorporation and place of business of
              the parties. For the purposes of this opinion we have assumed that
              (x) the Administrative Agent maintains an office in the State of
              New York and is qualified to do business in the State of New York
              and that the Loans will be made in the State of New York, and (y)
              the repayment of the Loans is made in the State of New York.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)
<SEQUENCE>7
<FILENAME>ex12-a.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>

<PAGE>   1
                           BLOCK FINANCIAL CORPORATION
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (AMOUNTS IN THOUSANDS)

                                                                  EXHIBIT 12(a)

<TABLE>
<CAPTION>

                                                  Nine months ended
                                                  January 31, 2000      1999         1998      1997        1996       1995
                                                  ----------------   ----------   ---------  ---------  ---------  ----------

<S>                                               <C>                 <C>           <C>        <C>        <C>        <C>
Pretax income from continuing operations(a)       $         51,626    $  65,642     $28,401    $ 7,571    $ 7,626    $(5,715)
                                                  ================   ==========   =========  =========  =========  ==========

FIXED CHARGES:
  Interest expense                                          88,026       72,034      38,738        364       -          -
  Interest Portion of net rent expense(b)                    2,254        1,884         806        135         61         49
                                                  ----------------   ----------   ---------  ---------  ---------  ----------
Total fixed charges                                         90,280       73,918      39,544        499         61         49
                                                  ----------------   ----------   ---------  ---------  ---------  ----------
Earnings before income taxes and fixed charges    $        141,906    $ 139,560     $67,945    $ 8,070    $ 7,687    $(5,666)
                                                  ================   ==========   =========  =========  =========  ==========
Ratio of earnings to fixed charges(d)                          1.6          1.9         1.7       16.2      126.0      (c)
                                                  ================   ==========   =========  =========  =========  ==========

</TABLE>

(a) Pretax income from continuing operations is shown with the Credit Card
    Segment as Discontinued Operations for all years presented.
(b) One-third of net rent expense is the portion deemed representative of the
    interest factor.
(c) Earnings were insufficient to cover fixed charges for the year ended April
    30, 1995 by $5,715.
(d) The decrease in the ratio of earnings to fixed charges in 1998 is primarily
    attributable to the acquisition of Option One Mortgage Corporation on June
    17, 1997. Without the interest expense incurred on the long-term debt issued
    to acquire Option One and the interest expense on mortgage loan borrowings
    the ratio of earnings to fixed charges would have been 7.7.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(B)
<SEQUENCE>8
<FILENAME>ex12-b.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>

<PAGE>   1

                                H&R BLOCK, INC.
                                   GUARANTOR
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (AMOUNTS IN THOUSANDS)

                                                                  EXHIBIT 12(b)

<TABLE>
<CAPTION>


                                                       1999         1998      1997        1996       1995
                                                    ----------   ---------  ---------  ---------  ----------
                                                                                                      (c)

<S>                                                <C>           <C>        <C>        <C>        <C>
Pretax income from continuing operations(a)          $ 383,541    $296,433   $232,083   $200,006   $153,468
                                                    ==========   =========  =========  =========  ==========

FIXED CHARGES:
  Interest expense                                      69,338      38,899        608       -             2
  Interest portion of net rent expense(b)               33,218      28,248     25,998     21,781     20,709
                                                    ----------   ---------  ---------  ---------  ----------
Total fixed charges                                    102,556      67,147     26,606     21,781     20,711
                                                    ----------   ---------  ---------  ---------  ----------
Earnings before income taxes and fixed charges       $ 486,097    $363,580   $258,689   $221,787   $174,179
                                                    ==========   =========  =========  =========  ==========
Ratio of earnings to fixed charges(d)                      4.7         5.4        9.7       10.2        8.4
                                                    ==========   =========  =========  =========  ==========

</TABLE>

(a) Pretax income from continuing operations is shown with CompuServe
    Corporation and the Credit Card Segment as Discontinued Operations for all
    years presented.
(b) One-third of net rent expense is the portion deemed representative of the
    interest factor.
(c) Included in earnings for 1995 was a nonrecurring charge of $83,508 for
    purchased research and development related to the acquisition of SPRY, Inc
    as disclosed in the Acquisitions note to Block's consolidated financial
    statements for the year ended April 30, 1997.  If such charges had not
    occurred, the ratio of earnings to fixed charges would have been 12.5.
(d) The decrease in the ratio of earnings to fixed charges in 1998 is primarily
    attributable to the acquisition of Option One Mortgage Corporation on June
    17, 1997.  Without the interest expense incurred on the long-term debt
    issued to acquire Option One and the interest expense on mortgage loan
    borrowings the ratio of earnings to fixed charges would have been 10.0.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>9
<FILENAME>ex25.txt
<DESCRIPTION>FORM T-1 FOR THE BANK OF NEW YORK
<TEXT>

<PAGE>   1

                                                                      EXHIBIT 25
================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |  |
                                                --

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)

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


                           BLOCK FINANCIAL CORPORATION
               (Exact name of obligor as specified in its charter)


Delaware                                                     521781495
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


4400 Main Street
Kansas City, Missouri                                        64111
(Address of principal executive offices)                     (Zip code)

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

                         8.50% Senior Notes Due 2007
                     (Title of the indenture securities)

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

<PAGE>   2



1.    GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

        (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.

<TABLE>
<CAPTION>

- - ---------------------------------------------------------
              Name                           Address
- - ---------------------------------------------------------

<S><C>
        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York33 Liberty Plaza, New York,
                                                                          N.Y.  10045

        Federal Deposit Insurance Corporation                             Washington, D.C.  20429

        New York Clearing House Association                               New York, New York   10005
</TABLE>

        (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(D).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
               T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement No.
               33-44051.)

        7.     A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.


                                      -2-
<PAGE>   3





                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 10th day of April, 2000.


                                           THE BANK OF NEW YORK


                                           By:    /s/  MARY LAGUMINA
                                              ----------------------------------
                                               Name:   MARY LAGUMINA
                                               Title:  ASSISTANT VICE  PRESIDENT



<PAGE>   4





                                                           EXHIBIT 7 TO FORM T-1


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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>

ASSETS                                                                                        Dollar Amounts
                                                                                                In Thousands
<S>                                                                                           <C>
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency                                                      $3,247,576
     and coin..........................................
   Interest-bearing balances...........................                                            6,207,543
Securities:
   Held-to-maturity securities.........................                                              827,248
   Available-for-sale securities.......................                                            5,092,464
Federal funds sold and Securities purchased                                                        5,306,926
   under agreements to resell..........................
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income...............37,734,000
   LESS: Allowance for loan and
     lease losses..........575,224
   LESS: Allocated transfer risk
     reserve.....................13,278
   Loans and leases, net of unearned income,                                                      37,145,498
     allowance, and reserve............................
Trading Assets.........................................                                            8,573,870
Premises and fixed assets (including                                                                 723,214
   capitalized leases).................................
Other real estate owned................................                                               10,962
Investments in unconsolidated subsidiaries                                                           215,006
   and associated companies............................
Customers' liability to this bank on                                                                 682,590
   acceptances outstanding.............................
Intangible assets......................................                                            1,219,736
Other assets...........................................                                            2,542,157
                                                                                                  ----------

</TABLE>

<PAGE>   5

<TABLE>

<S>                                                               <C>
Total assets...........................................           $71,794,790
                                                                  ===========
LIABILITIES
Deposits:
   In domestic offices.................................           $27,551,017
   Noninterest-bearing.................................            11,354,172
   Interest-bearing....................................            16,196,845
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................            27,950,004
   Noninterest-bearing.................................               639,410
   Interest-bearing....................................            27,310,594
Federal funds purchased and Securities sold
   under agreements to repurchase......................             1,349,708
Demand notes issued to the U.S. Treasury...............               300,000
Trading liabilities....................................             2,339,554
Other borrowed money:
   With remaining maturity of one year or less.........               638,106
   With remaining maturity of more than one
     year through three years..........................                   449
   With remaining maturity of more than
     three years.......................................                31,080
Bank's liability on acceptances executed and
   outstanding.........................................               684,185
Subordinated notes and debentures......................             1,552,000
Other liabilities......................................             3,704,252
                                                                   ----------
Total liabilities......................................            66,100,355
                                                                   ==========

EQUITY CAPITAL
Common stock...........................................             1,135,284
Surplus................................................               866,947
Undivided profits and capital reserves.................             3,765,900
Net unrealized holding gains (losses) on
   available-for-sale securities.......................               (44,599)
Cumulative foreign currency translation
   adjustments.........................................               (29,097)

Total equity capital...................................             5,694,435
                                                                  -----------
Total liabilities and equity capital...................           $71,794,790
                                                                  ===========
</TABLE>

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the

<PAGE>   6



instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.


                                                        Thomas J. Mastro

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Renyi                       Directors
Alan R. Griffith
Gerald L. Hassell


</TEXT>
</DOCUMENT>

</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
