FIVE-YEAR CREDIT AGREEMENT dated as of

EXHIBIT 10.1

CONFORMED COPY

$650,000,000

FIVE-YEAR
CREDIT AGREEMENT

dated as of

December 15, 1997

among

IMC Global Inc.,

The Banks Listed Herein,

Royal Bank of Canada,
as Documentation Agent,

The Chase Manhattan Bank and NationsBank, N.A.,
as Co-Syndication Agents,

and

Xxxxxx Guaranty Trust Company of New York,
as Administrative Agent

_______________________

X.X. Xxxxxx Securities Inc.,
Arranger

Chase Securities Inc.
NationsBanc Xxxxxxxxxx Securities, Inc.
Royal Bank of Canada,
Co-Arrangers

TABLE OF CONTENTS
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ARTICLE 1
DEFINITIONS

SECTION 1.01. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS . . . . . . . . . . 14
SECTION 1.03. TYPES OF BORROWINGS . . . . . . . . . . . . . . . . . . 14

ARTICLE 2
THE CREDITS

SECTION 2.02. NOTICE OF COMMITTED BORROWINGS . . . . . . . . . . . . . 16
SECTION 2.03. BID RATE BORROWINGS . . . . . . . . . . . . . . . . . . 16
SECTION 2.04. NOTICE TO BANKS; FUNDING OF LOANS . . . . . . . . . . . 20
SECTION 2.05. REGISTRY; NOTES . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.06. MATURITY OF LOANS . . . . . . . . . . . . . . . . . . . 22
SECTION 2.07. INTEREST RATES . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.08. FEES . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.09. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS . . . . 25
SECTION 2.10. METHOD OF ELECTING INTEREST RATES . . . . . . . . . . . 25
SECTION 2.11. SCHEDULED TERMINATION OF COMMITMENTS . . . . . . . . . . 26
SECTION 2.12. OPTIONAL PREPAYMENTS . . . . . . . . . . . . . . . . . . 26
SECTION 2.13. GENERAL PROVISIONS AS TO PAYMENTS . . . . . . . . . . . 27
SECTION 2.14. FUNDING LOSSES . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.15. COMPUTATION OF INTEREST AND FEES . . . . . . . . . . . . 28
SECTION 2.16. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . 28
SECTION 2.17. REGULATION D COMPENSATION . . . . . . . . . . . . . . . 32
SECTION 2.18. TAKEOUT OF SWINGLINE LOANS . . . . . . . . . . . . . . . 33
SECTION 2.19. FOREIGN COSTS . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE 3
CONDITIONS

SECTION 3.01. EFFECTIVENESS . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.02. BORROWINGS AND ISSUANCE OF LETTERS OF CREDITS . . . . . 36
SECTION 3.03. FIRST BORROWING BY OR ISSUANCE OF LETTER OF CREDIT
FOR EACH ELIGIBLE SUBSIDIARY . . . . . . . . . . . . . 37

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES

SECTION 4.01. CORPORATE EXISTENCE AND POWER . . . . . . . . . . . . . 37
SECTION 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.03. BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.04. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . 38
SECTION 4.05. LITIGATION . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.06. COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . . 39
SECTION 4.07. ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . 39
SECTION 4.08. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 4.09. SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 4.10. REGULATORY RESTRICTIONS ON BORROWING . . . . . . . . . . 40
SECTION 4.11. FULL DISCLOSURE . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 5
COVENANTS

SECTION 5.01. INFORMATION . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.02. PAYMENT OF OBLIGATIONS . . . . . . . . . . . . . . . . . 43
SECTION 5.03. MAINTENANCE OF PROPERTY; INSURANCE . . . . . . . . . . . 43
SECTION 5.04. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE . . . . 44
SECTION 5.05. COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . . 44
SECTION 5.06. INSPECTION OF PROPERTY, BOOKS AND RECORDS . . . . . . . 44
SECTION 5.07. MERGERS AND SALES OF ASSETS . . . . . . . . . . . . . . 44
SECTION 5.08. USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.09. NEGATIVE PLEDGE . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.10. DEBT OF SUBSIDIARIES . . . . . . . . . . . . . . . . . . 46
SECTION 5.11. TRANSACTIONS WITH AFFILIATES . . . . . . . . . . . . . . 47
SECTION 5.12. LEVERAGE RATIO . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 6
DEFAULTS

SECTION 6.01. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . 48
SECTION 6.02. NOTICE OF DEFAULT . . . . . . . . . . . . . . . . . . . 51
SECTION 6.03. CASH COVER . . . . . . . . . . . . . . . . . . . . . . . 51

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ARTICLE 7
THE ADMINISTRATIVE AGENT

SECTION 7.01. APPOINTMENT AND AUTHORIZATION . . . . . . . . . . . . . 51
SECTION 7.02. ADMINISTRATIVE AGENT AND AFFILIATES . . . . . . . . . . 51
SECTION 7.03. ACTION BY ADMINISTRATIVE AGENT . . . . . . . . . . . . . 51
SECTION 7.04. CONSULTATION WITH EXPERTS . . . . . . . . . . . . . . . 52
SECTION 7.05. LIABILITY OF ADMINISTRATIVE AGENT . . . . . . . . . . . 52
SECTION 7.06. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.07. CREDIT DECISION . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.08. SUCCESSOR ADMINISTRATIVE AGENT . . . . . . . . . . . . . 53
SECTION 7.09. AGENTS' FEES . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.10. OTHER AGENTS . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE 8
CHANGE IN CIRCUMSTANCES

SECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE
OR UNFAIR . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 8.02. ILLEGALITY . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 8.03. INCREASED COST AND REDUCED RETURN . . . . . . . . . . . 55
SECTION 8.04. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 8.05. BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED
RATE LOANS . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 8.06. SUBSTITUTION OF BANK . . . . . . . . . . . . . . . . . . 60

ARTICLE 9
REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

SECTION 9.01. CORPORATE EXISTENCE AND POWER . . . . . . . . . . . . . 60
SECTION 9.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION;
CONTRAVENTION . . . . . . . . . . . . . . . . . . . . . 60
SECTION 9.03. BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . 61
SECTION 9.04. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE 10
GUARANTY

SECTION 10.01. THE GUARANTY . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.02. GUARANTY UNCONDITIONAL . . . . . . . . . . . . . . . . 61
SECTION 10.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES . . . . . . . . . . . . . . . . 62
SECTION 10.04. WAIVER BY THE COMPANY . . . . . . . . . . . . . . . . . 63

iii

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SECTION 10.05. SUBROGATION . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 10.06. STAY OF ACCELERATION . . . . . . . . . . . . . . . . . 63

ARTICLE 11
MISCELLANEOUS

SECTION 11.01. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 11.02. NO WAIVERS . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.03. EXPENSES; INDEMNIFICATION . . . . . . . . . . . . . . . 64
SECTION 11.04. SHARING OF SET-OFFS . . . . . . . . . . . . . . . . . . 65
SECTION 11.05. AMENDMENTS AND WAIVERS . . . . . . . . . . . . . . . . 65
SECTION 11.06. SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . 66
SECTION 11.07. COLLATERAL . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 11.08. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . 68
SECTION 11.09. GOVERNING LAW; SUBMISSION TO JURISDICTION . . . . . . . 68
SECTION 11.10. COUNTERPARTS; INTEGRATION . . . . . . . . . . . . . . . 68
SECTION 11.11. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . 68

PRICING SCHEDULE

SCHEDULE I Existing Credit Agreements
SCHEDULE II Existing Letters of Credit

EXHIBIT A - Note
EXHIBIT B - Form of Bid Rate Quote Request
EXHIBIT C - Form of Invitation for Bid Rate Quotes
EXHIBIT D - Form of Bid Rate Quote
EXHIBIT E-1 - Opinion of Special Counsel for the Company
EXHIBIT E-2 - Opinion of General Counsel of the Company
EXHIBIT F - Opinion of Xxxxx Xxxx & Xxxxxxxx, Special Counsel for the
Administrative Agent
EXHIBIT G - Assignment and Assumption Agreement
EXHIBIT H - Form of Election to Participate
EXHIBIT I - Form of Election to Terminate
EXHIBIT J - Matters to be covered in Opinion of Counsel for Eligible
Subsidiary
EXHIBIT K - Form of Notice of Borrowing
EXHIBIT L - Form of Notice of Interest Rate Election

FIVE-YEAR
CREDIT AGREEMENT

FIVE-YEAR CREDIT AGREEMENT dated as of December 15, 1997 among IMC
GLOBAL INC., the BANKS, MANAGING AGENTS and CO-AGENTS listed on the signature
pages hereof, ROYAL BANK OF CANADA, as Documentation Agent, THE CHASE
MANHATTAN BANK and NATIONSBANK, N.A., as Co-Syndication Agents, and XXXXXX
GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent.

The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

SECTION 1.01. DEFINITIONS. The following terms, as used herein, have
the following meanings:

"ACQUISITION" means an acquisition by the Company or any of its
Consolidated Subsidiaries of a company, a division, a location or a line of
business or of all or substantially all of the assets of any of the foregoing.

"ADMINISTRATIVE AGENT" means Xxxxxx Guaranty Trust Company of New York
in its capacity as administrative agent for the Banks hereunder, and its
successors in such capacity.

"ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, the
administrative questionnaire in the form submitted to such Bank by the
Administrative Agent and submitted to the Administrative Agent (with a copy
to the Company) duly completed by such Bank.

"AFFILIATE" means (i) any Person that directly, or indirectly through
one or more intermediaries, controls the Company (a "CONTROLLING PERSON") or
(ii) any Person (other than the Company or a Subsidiary) which is controlled
by or is under common control with a Controlling Person. As used herein, the
term "CONTROL" means possession, directly or indirectly, of the power to vote
10% or more of any class of voting securities of a Person or to direct or
cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.

"AGENT" means any one of the Administrative Agent, the Documentation
Agent or the Co-Syndication Agents, and "AGENTS" means any two or more of the
foregoing.

"AGRICO" means IMC-Agrico Company, a Delaware general partnership, and
its successors.

"APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office, (iii) in the case of
its Bid Rate Loans, its Bid Rate Lending Office and (iv) in the case of its
Swingline Loans, its Swingline Lending Office.

"APPROVED OFFICER" means the president, the chief financial officer, the
acting chief financial officer, the treasurer, a vice president, an
assistant treasurer or the controller of the Company or such other
representative of the Company as may be designated by any one of the
foregoing with the consent of the Administrative Agent.

"ASSIGNEE" has the meaning set forth in Section 11.06(c).

"BANK" means each bank or other financial institution listed on the
signature pages hereof, each Assignee which becomes a Bank pursuant to
Section 11.06(c), and their respective successors.

"BASE RATE" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the
Federal Funds Rate for such day.

"BASE RATE LOAN" means a Syndicated Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice
of Interest Rate Election or the provisions of Article 8.

"BENEFIT ARRANGEMENT" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the
ERISA Group.

"BID RATE (GENERAL)" has the meaning set forth in Section 2.03(d).

"BID RATE (GENERAL) AUCTION" means a solicitation of Bid Rate Quotes
setting forth Bid Rates (General) pursuant to Section 2.03.

"BID RATE (GENERAL) LOAN" means a loan made or to be made by a Bank
pursuant to a Bid Rate (General) Auction.

"BID RATE (INDEXED) AUCTION" means a solicitation of Bid Rate Quotes
setting forth Bid Rate (Indexed) Margins based on the London Interbank
Offered Rate pursuant to Section 2.03.

"BID RATE (INDEXED) LOAN" means a loan made or to be made by a Bank
pursuant to a Bid Rate (Indexed) Auction (including such a loan bearing
interest at the Base Rate pursuant to Section 8.01(a)).

"BID RATE (INDEXED) MARGIN" has the meaning set forth in Section 2.03(d).

"BID RATE LENDING OFFICE" means, as to each Bank, its Domestic Lending
Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Bid Rate Lending Office by notice to the Company
and the Administrative Agent; PROVIDED that any Bank may from time to time by
notice to the Company and the Administrative Agent designate separate Bid
Rate Lending Offices for its Bid Rate (Indexed) Loans, on the one hand, and
its Bid Rate (General) Loans, on the other hand, in which case all references
herein to the Bid Rate Lending Office of such Bank shall be deemed to refer
to either or both of such offices, as the context may require.

"BID RATE LOAN" means a Bid Rate (Indexed) Loan or a Bid Rate (General)
Loan.

"BID RATE QUOTE" means an offer by a Bank to make a Bid Rate Loan in
accordance with Section 2.03.

"BORROWER" means the Company or any Eligible Subsidiary, as the context
may require, and their respective successors, and "BORROWERS" means all of
the foregoing. References to "the Borrower" in connection with any Loan or
Letter of Credit are to the Borrower to which such Loan is or is to be made
or at whose request such Letter of Credit is or is to be issued. As the
context may permit, the terms "BORROWER" and "BORROWERS" include the Company
in its capacity as guarantor of the obligations of the other Borrowers
hereunder.

"BORROWING" has the meaning set forth in Section 1.03.

"CO-AGENT" means each Bank designated as a Co-Agent on the signature
pages hereof, in its capacity as co-agent in respect of this Agreement.

"COMMITMENT" means (i) with respect to each Bank listed on the signature
pages hereof, the amount set forth opposite the name of such Bank on the
signature pages hereof, and (ii) with respect to each Assignee which becomes
a Bank pursuant to Section 11.06(c), the amount of the Commitment thereby
assumed by it, in each case as such amount may from time to time be reduced
pursuant to Section 2.09 or 11.06(c) or increased pursuant to Section
11.06(c).

"COMMITTED LOAN" means a Syndicated Loan or a Swingline Loan.

"COMPANY" means IMC Global Inc., a Delaware corporation, and its
successors.

"CONSOLIDATED NET WORTH" means at any date the consolidated
shareholders' equity of the Company and its Consolidated Subsidiaries
determined as of such date (other than any amount attributable to stock which
is required to be redeemed or is redeemable at the option of the holder, if
certain events or conditions occur or exist or otherwise).

"CONSOLIDATED SUBSIDIARY" means, for any Person, at any date any
Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such
statements were prepared as of such date; unless otherwise specified
"Consolidated Subsidiary" means a Consolidated Subsidiary of the Company.

"CO-SYNDICATION AGENT" means each of The Chase Manhattan Bank and
NationsBank, N.A. in its capacity as a co-syndication agent in respect of
this Agreement.

"DEBT" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable and similar items arising
in the ordinary course of business, (iv) all obligations of such Person as
lessee which are capitalized in accordance with generally accepted accounting
principles, (v) all non-contingent obligations (and, for purposes of Section
5.09 and the definition of Material Financial Obligations, all contingent
obligations) of such Person to reimburse any bank or other Person in respect
of amounts paid under a letter of credit or similar instrument, (vi) all Debt
secured by a Lien on any asset of such Person, whether or not such Debt is
otherwise an obligation of such Person, PROVIDED that the amount of such Debt
treated as Debt of such Person solely pursuant to this clause (vi) shall not
exceed the greater of the book value or the fair market value of the
collateral, and (vii) all Debt of others Guaranteed by such

Person. For purposes of clause (v) above, a reimbursement obligation in
respect of a letter of credit or similar instrument is contingent unless and
until there shall have been a drawing under such letter of credit or
instrument.

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

"DERIVATIVES OBLIGATIONS" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of the foregoing transactions) or any combination of the foregoing
transactions.

"DOCUMENTATION AGENT" means Royal Bank of Canada in its capacity as
documentation agent in respect of this Agreement.

"DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City or Chicago are authorized by
law to close.

"DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Domestic Lending Office) or such
other office as such Bank may hereafter designate as its Domestic Lending
Office by notice to the Company and the Administrative Agent.

"EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with Section 3.01.

"ELECTION TO PARTICIPATE" means an Election to Participate substantially
in the form of Exhibit H hereto.

"ELECTION TO TERMINATE" means an Election to Terminate substantially in
the form of Exhibit I hereto.

"ELIGIBLE SUBSIDIARY" means any Substantially-Owned Consolidated
Subsidiary of the Company as to which an Election to Participate shall have
been delivered to the Administrative Agent and as to which an Election to
Terminate shall not have been delivered to the Administrative Agent. Each
such Election to

Participate and Election to Terminate shall be duly executed on behalf of
such Consolidated Subsidiary and the Company in such number of copies as the
Administrative Agent may request. The delivery of an Election to Terminate
shall not affect any obligation of an Eligible Subsidiary theretofore
incurred. The Administrative Agent shall promptly give notice to the Banks
of the receipt of any Election to Participate or Election to Terminate.

"ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes into the environment including,
without limitation, ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or
wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

"ERISA GROUP" means the Company, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Company or any
Subsidiary, are treated as a single employer under Section 414 of the
Internal Revenue Code.

"EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

"EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Company and the Administrative Agent.

"EURO-DOLLAR LOAN" means a Syndicated Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election.

"EURO-DOLLAR MARGIN" means a rate per annum determined in accordance
with the Pricing Schedule.

"EURO-DOLLAR RATE" means a rate of interest determined pursuant to
Section 2.07(b) on the basis of a London Interbank Offered Rate.

"EURO-DOLLAR REFERENCE BANKS" means the principal London offices of
Xxxxxx Guaranty Trust Company of New York, Royal Bank of Canada, The Chase
Manhattan Bank and NationsBank, N.A.

"EURO-DOLLAR RESERVE PERCENTAGE" has the meaning set forth in Section
2.17.

"EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

"EXISTING CREDIT AGREEMENTs" means the credit facilities identified in
Schedule I hereto, as amended and in effect on the Effective Date.

"EXISTING LETTERS OF CREDIT" means the letters of credit identified in
Schedule II.

"FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business
Day next succeeding such day, PROVIDED that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on
the next succeeding Domestic Business Day, and (ii) if no such rate is so
published on such next succeeding Domestic Business Day, the Federal Funds
Rate for such day shall be the average rate quoted to Xxxxxx Guaranty Trust
Company of New York (or its successor as Administrative Agent) on such day on
such transactions as determined by the Administrative Agent.

"FIXED RATE LOANS" means Euro-Dollar Loans, Swingline Loans or Bid Rate
Loans (excluding Swingline Loans or Bid Rate (Indexed) Loans bearing interest
at the Base Rate) or any combination of the foregoing.

"FRP" means Freeport-McMoRan Resource Partners, L.P., a Delaware limited
partnership, and its successors.

"FTX" means Freeport-McMoRan Inc., a Delaware corporation.

"GROUP OF LOANS" means at any time a group of Loans consisting of
(i) all Loans to a single Borrower which are Base Rate Loans at such time or
(ii) all

Euro-Dollar Loans to a single Borrower having the same Interest Period at
such time, PROVIDED that, if a Committed Loan of any particular Bank is
converted to or made as a Base Rate Loan pursuant to Article 8, such Loan
shall be included in the same Group or Groups of Loans from time to time as
it would have been if it had not been so converted or made.

"GUARANTEE" by any Person means any obligation, contingent or otherwise,
of such Person directly or indirectly guaranteeing any Debt of any other
Person, PROVIDED that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. The term
"GUARANTEE" used as a verb has a corresponding meaning.

"INDEMNITEE" has the meaning set forth in Section 11.03(b).

"INTEREST PERIOD" means: (1) with respect to each Euro-Dollar Loan, the
period commencing on the date of borrowing specified in the applicable Notice
of Borrowing or on the date specified in an applicable Notice of Interest
Rate Election and ending one, two, three or six, or, if deposits of a
corresponding maturity are available to each Bank in the London interbank
market, nine or twelve, months thereafter, as the Borrower may elect in such
notice; PROVIDED that:

(a) any Interest Period which would otherwise end on a day which is
not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
another calendar month, in which case such Interest Period shall end on the
next preceding Euro-Dollar Business Day; and

(b) any Interest Period which begins on the last Euro-Dollar Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Euro-Dollar Business Day of a calendar month;

(2) with respect to each Swingline Loan, the period commencing on the
date of borrowing specified in the applicable Notice of Borrowing and ending
such number of days thereafter (but not more than 10 Euro-Dollar Business
Days) as the Borrower may elect in such notice; PROVIDED that any Interest
Period which would otherwise end on a day which is not a Euro-Dollar Business
Day shall be extended to the next succeeding Euro-Dollar Business Day;

(3) with respect to each Bid Rate (Indexed) Loan, the period commencing
on the date of borrowing specified in the applicable Notice of

Borrowing and ending such number of months thereafter (but not less than one
month) as the Borrower may elect in accordance with Section 2.03; PROVIDED
that:

(4) with respect to each Bid Rate (General) Loan, the period commencing
on the date of borrowing specified in the applicable Notice of Borrowing and
ending such number of days thereafter (but not less than 7 days) as the
Borrower may elect in accordance with Section 2.03; PROVIDED that any
Interest Period which would otherwise end on a day which is not a Euro-Dollar
Business Day shall be extended to the next succeeding Euro-Dollar Business
Day; and

PROVIDED FURTHER that any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.

"INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

"ISSUING BANK" means Xxxxxx Guaranty Trust Company of New York, Suntrust
Bank, Atlanta, NationsBank, N.A., Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, Royal
Bank of Canada, Xxxxxx Trust and Savings Bank and any other Bank that may
agree to issue letters of credit hereunder, in each case as issuer of a
Letter of Credit hereunder.

"LETTER OF CREDIT" means a letter of credit to be issued or issued
hereunder by the Issuing Bank in accordance with Section 2.16.

"LETTER OF CREDIT LIABILITIES" means, for any Bank and at any time, such
Bank's ratable participation in the sum of (x) the amounts then owing by the
Borrower in respect of amounts drawn under Letters of Credit and (y) the
aggregate amount then available for drawing under all Letters of Credit.

"LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge or security interest, or any other type of preferential arrangement
that has the practical effect of creating a security interest, in respect of
such asset. For the purposes of this Agreement, the Company or any
Subsidiary shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.

"LOAN" means a Committed Loan or a Bid Rate Loan and "LOANS" means
Committed Loans or Bid Rate Loans or any combination of the foregoing.

"LONDON INTERBANK OFFERED RATE" has the meaning set forth in
Section 2.07(b).

"MANAGING AGENT" means each Bank designated as a Managing Agent on the
signature pages hereof, in its capacity as managing agent in respect of this
Agreement.

"MATERIAL ADVERSE EFFECT" means (i) a material adverse effect on the
business, financial position, or results of operations of the Company and its
Consolidated Subsidiaries, considered as a whole, or (ii) an adverse effect
on the rights and obligations of the Banks and the Agents hereunder and under
the Notes which a Bank could reasonably deem material.

"MATERIAL FINANCIAL OBLIGATIONS" means a principal or face amount of
Debt and/or payment or collateralization obligations in respect of
Derivatives Obligations of the Company and/or one or more of its
Subsidiaries, arising in one or more related or unrelated transactions,
exceeding in the aggregate $100,000,000.

"MATERIAL PLAN" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $100,000,000.

"MATERIAL SUBSIDIARY" means, at any date, (i) any Subsidiary having (x)
at least 5% of the total consolidated assets of the Company and its
Consolidated Subsidiaries (determined as of the last day of the fiscal
quarter of such Person most recently ended on or prior to such date) or (y)
at least 5% of Consolidated EBITDA (as defined in Section 5.12) for the four
consecutive fiscal quarters most recently ended on or prior to such date or
(ii) collectively, any one or more Subsidiaries having (x) at least 10% of
the total consolidated assets of the Company and its Consolidated
Subsidiaries (determined as of the last day of the fiscal quarter of such
Persons most recently ended on or prior to such date) or (y)

at least 10% of Consolidated EBITDA for the four consecutive fiscal quarters
most recently ended on or prior to such date.

"MERGER" means the merger of FTX with and into the Company pursuant to
the Merger Agreement.

"MERGER AGREEMENT" means the Agreement and Plan of Merger between FTX
and the Company dated as of August 26, 1997, in the form annexed to the
Company's Proxy Statement/Prospectus dated November 17, 1997.

"MOODY'S" means Xxxxx'x Investors Service, Inc.

"MULTIEMPLOYER PLAN" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group either (i) is then making or accruing an obligation to make
contributions or (ii) has within the preceding five plan years made
contributions, including for these purposes any Person which was at the time
such contribution was made a member of the ERISA Group.

"NOTES" means promissory notes of the Borrower, in the form required by
Section 2.05, evidencing the obligation of the Borrower to repay the Loans,
and "NOTE" means any one of such promissory notes issued hereunder.

"NOTICE OF BORROWING" means a Notice of Committed Borrowing (as defined
in Section 2.02) or a Notice of Bid Rate Borrowing (as defined in Section
2.03(f)), in either case in substantially the form of Exhibit K.

"NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.10(a).

"NOTICE OF ISSUANCE" has the meaning set forth in Section 2.16(b).

"PARENT" means, with respect to any Bank, any Person controlling such
Bank.

"PARTICIPANT" has the meaning set forth in Section 11.06(b).

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"PERSON" means an individual, a corporation, a limited liability
company, a partnership, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

"PLAN" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person
which was at such time a member of the ERISA Group for employees of any
Person which was at such time a member of the ERISA Group.

"PRICING SCHEDULE" means the schedule annexed hereto denominated as such.

"PRIME RATE" means the rate of interest publicly announced by Xxxxxx
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate. Each change in the Prime Rate shall be effective from and
including the day such change is publicly announced.

"QUARTERLY PAYMENT DATE" means the last Domestic Business Day of each
March, June, September and December.

"REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

"REQUIRED BANKS" means at any time Banks having more than 50% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding more than 50% of the sum of the aggregate unpaid
principal amount of the Loans and the aggregate Letter of Credit Liabilities.

"REVOLVING CREDIT PERIOD" means the period from and including the
Effective Date to but not including the Termination Date.

"S&P" means Standard & Poor's Rating Services, a division of The
XxXxxx-Xxxx Companies, Inc.

"SERIES E PREFERRED STOCK" means the shares of preferred stock of The
Vigoro Corporation, a Delaware corporation and wholly-owned Subsidiary of the
Company, par value $100 per share, designated Series E.

"SUBSIDIARY" means, as to any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such
Person; unless otherwise specified, "Subsidiary" means a Subsidiary of the
Company.

"SUBSTANTIAL ASSETS" means assets sold or otherwise disposed of in a
single transaction or a series of related transactions representing 25% or
more of the consolidated assets of the Company and its Consolidated
Subsidiaries, taken as a whole.

"SUBSTANTIALLY-OWNED CONSOLIDATED SUBSIDIARY" means any Consolidated
Subsidiary at least 80% of the Voting Stock of which is at the time directly
or indirectly owned by the Company; PROVIDED that Agrico shall be deemed a
Substantially-Owned Consolidated Subsidiary for so long as it is a
Consolidated Subsidiary.

"SWINGLINE BANK" means Xxxxxx Guaranty Trust Company of New York,
Suntrust Bank, Atlanta and any other Bank that may agree to make Swingline
Loans hereunder.

"SWINGLINE LENDING OFFICE" means, as to any Swingline Bank, its office
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Swingline Lending
Office) or such other office as such Swingline Bank may hereafter designate
as its Swingline Lending Office by notice to the Borrower and the
Administrative Agent.

"SWINGLINE LOAN" means a loan made by the Swingline Bank pursuant to
Section 2.01(b).

"SWINGLINE TAKEOUT LOAN" means a Base Rate Loan made pursuant to Section
2.18.

"SYNDICATED LOAN" means a Loan made by a Bank pursuant to Section
2.01(a); PROVIDED that, if any loan or loans (or portions thereof) are
combined or subdivided pursuant to a Notice of Interest Rate Election, the
term "Syndicated Loan" shall refer to the combined principal amount resulting
from such combination or to each of the separate principal amounts resulting
from such subdivision, as the case may be.

"TERMINATION DATE" means December 15, 2002, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

"UNITED STATES" means the United States of America, including the States
and the District of Columbia, but excluding its territories and possessions.

"UNFUNDED LIABILITIES" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed
by the

PBGC for purposes of Section 4044 of ERISA (or other applicable standard),
exceeds (ii) the fair market value of all Plan assets allocable to such
liabilities under Title IV of ERISA (excluding any accrued but unpaid
contributions), all determined as of the then most recent valuation date for
such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person
under Title IV of ERISA.

"UNREFUNDED SWINGLINE LOAN" has the meaning set forth in Section 2.18(b).

"VOTING STOCK" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such
Person, even if the right so to vote has been suspended by the happening of
such a contingency.

SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in accordance
with generally accepted accounting principles as in effect from time to time,
applied on a basis consistent in all material respects (except for changes
concurred in by the Company's independent public accountants) with the most
recent audited consolidated financial statements of the Company and its
Consolidated Subsidiaries delivered to the Banks; PROVIDED that, if the
Company notifies the Administrative Agent that the Company wishes to amend
any covenant in Article 5 to eliminate the effect of any change in generally
accepted accounting principles on the operation of such covenant (or if the
Administrative Agent notifies the Company that the Required Banks wish to
amend Article 5 for such purpose), then the Company's compliance with such
covenant shall be determined on the basis of generally accepted accounting
principles in effect immediately before the relevant change in generally
accepted accounting principles became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Company
and the Required Banks, and the parties hereto agree to enter into
negotiations in good faith in order to amend such provisions in a
credit-neutral manner so as to reflect equitably such changes with the
desired result that the criteria for evaluating the financial condition and
performance of the Company and its Consolidated Subsidiaries shall be the
same after such changes as if such changes had not been made.

SECTION 1.03. TYPES OF BORROWINGS. The term "BORROWING" denotes the
aggregation of Loans of one or more Banks to be made to a single Borrower
pursuant to Article 2 on a single date and for a single Interest Period.
Borrowings

are classified for purposes of this Agreement either by reference to the
pricing of Loans comprising such Borrowing (E.G., a "FIXED RATE BORROWING" is
a Euro-Dollar Borrowing, a Swingline Borrowing or a Bid Rate Borrowing
(excluding any such Borrowing consisting of Swingline Loans or Bid Rate
(Indexed) Loans bearing interest at the Base Rate), and a "EURO-DOLLAR
BORROWING" is a Borrowing comprised of Euro-Dollar Loans) or by reference to
the provisions of Article 2 under which participation therein is determined
(I.E., a "SYNDICATED BORROWING" is a Borrowing under Section 2.01 in which
all Banks participate in proportion to their Commitments, while a "BID RATE
BORROWING" is a Borrowing under Section 2.03 in which the Bank participants
are determined on the basis of their bids in accordance therewith).

ARTICLE 2
THE CREDITS

SECTION 2.01. COMMITMENTS TO LEND. (a) SYNDICATED LOANS. During the
Revolving Credit Period, each Bank severally agrees, on the terms and
conditions set forth in this Agreement, to make loans to any Borrower
pursuant to this subsection (a) from time to time in amounts such that the
aggregate principal amount of Committed Loans by such Bank, together with its
Letter of Credit Liabilities and its participating interests in any
Unrefunded Swingline Loans, at any one time outstanding to all Borrowers
shall not exceed the amount of its Commitment. Each Borrowing under this
subsection (a) (other than a Swingline Takeout Borrowing) shall be in an
aggregate principal amount of $10,000,000 or any larger multiple of
$1,000,000 (except that any such Borrowing may be in the aggregate amount
available in accordance with Section 3.02(b) and except that any such
Borrowing to refund a Swingline Loan or to fund the reimbursement obligation
in respect of a Letter of Credit may be in the exact amount required for such
purpose) and shall be made from the several Banks ratably in proportion to
their respective Commitments. Within the foregoing limits, any Borrower may
borrow under this subsection (a), repay or, to the extent permitted by
Section 2.12, prepay Loans and reborrow at any time during the Revolving
Credit Period under this subsection (a).

(b) SWINGLINE LOANS. From time to time prior to the Termination Date,
each Swingline Bank agrees, on the terms and conditions set forth in this
Agreement, to make loans to any Borrower pursuant to this subsection (b) from
time to time in amounts such that (i) the aggregate principal amount of its
Committed Loans together with its Letter of Credit Liabilities at any one
time outstanding to all Borrowers shall not exceed the amount of its
Commitment and (ii) the aggregate principal amount of Swingline Loans at any
time outstanding

shall not exceed $25,000,000. Within the foregoing limits, any Borrower may
borrow under this subsection (b), repay or, to the extent permitted by
Section 2.12, prepay Loans and reborrow at any time during the Revolving
Credit Period under this subsection (b); PROVIDED that the proceeds of a
Swingline Borrowing may not be used, in whole or in part, to refund any prior
Swingline Borrowing. Each Borrowing under this subsection (b) shall be in an
aggregate principal amount of $500,000 or any larger multiple of $250,000
(except that any such Borrowing may be in the aggregate amount available in
accordance with Section 3.02(b)).

SECTION 2.02. NOTICE OF COMMITTED BORROWINGS. The Borrower shall give
the Administrative Agent notice (a "NOTICE OF COMMITTED BORROWING") not later
than 11:00 A.M. (New York City time) on (x) the date of each Base Rate
Borrowing or Swingline Borrowing and (y) the third Euro-Dollar Business Day
before each Euro-Dollar Borrowing, specifying:

(a) the date of such Borrowing, which shall be a Domestic Business Day
in the case of a Base Rate Borrowing or a Swingline Borrowing or a
Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing,

(b) the aggregate amount of such Borrowing,

(c) whether the Loans comprising such Borrowing are to be Swingline
Loans or Syndicated Loans, and, in the case of Swingline Loans, the
applicable Swingline Banks,

(d) in the case of a Syndicated Borrowing, whether the Loans
comprising such Borrowing are to bear interest initially at the Base Rate
or a Euro-Dollar Rate; and,

(e) in the case of a Euro-Dollar Borrowing or a Swingline Borrowing,
the duration of the initial Interest Period applicable thereto, subject to
the provisions of the definition of Interest Period.

SECTION 2.03. BID RATE BORROWINGS. (a) THE BID RATE OPTION. In
addition to Committed Borrowings pursuant to Section 2.01, any Borrower may,
as set forth in this Section, request the Banks to make offers to make Bid
Rate Loans to the Borrower. The Banks may, but shall have no obligation to,
make such offers and the Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.

(b) BID RATE QUOTE REQUEST. When a Borrower wishes to request offers to
make Bid Rate Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Bid Rate Quote
Request substantially in the form of Exhibit B hereto so as to be received no
later than 11:00 A.M. (New York City time) on (x) the fifth Euro-Dollar
Business Day prior to the date of Borrowing proposed therein, in the case of
a Bid Rate (Indexed) Auction or (y) the Domestic Business Day next preceding
the date of Borrowing proposed therein, in the case of a Bid Rate (General)
Auction (or, in either case, such other time or date as the Borrower and the
Administrative Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Bid Rate Quote Request for the first
Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such
change is to be effective) specifying:

(i) the proposed date of Borrowing, which shall be a Euro-Dollar
Business Day,

(ii) the aggregate amount of such Borrowing, which shall be $10,000,000
or a larger multiple of $1,000,000,

(iii) the duration of the Interest Period applicable thereto, subject to
the provisions of the definition of Interest Period, and

(iv) whether the Bid Rate Quotes requested are to set forth a Bid Rate
(Indexed) Margin or a Bid Rate (General).

The Borrower may request offers to make Bid Rate Loans for more than one
Interest Period in a single Bid Rate Quote Request.

(c) INVITATION FOR BID RATE QUOTES. Promptly upon receipt of a Bid Rate
Quote Request, the Administrative Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Bid Rate Quotes substantially in the
form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Bid Rate Quotes offering to make the Bid Rate
Loans to which such Bid Rate Quote Request relates in accordance with this
Section.

(d) SUBMISSION AND CONTENTS OF BID RATE QUOTES. (i) Each Bank may submit
a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in
response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must
comply with the requirements of this subsection (d) and must be submitted to
the Administrative Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 11.01 not later than (x) 2:00 P.M. (New
York City time) on the fourth Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a Bid Rate (Indexed) Auction or (y) 10:00
A.M. (New York City time)

on the proposed date of Borrowing, in the case of a Bid Rate (General)
Auction (or, in either case, such other time or date as the Borrower and the
Administrative Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Bid Rate Quote Request for the first
Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such
change is to be effective); PROVIDED that Bid Rate Quotes submitted by the
Administrative Agent (or any affiliate of the Administrative Agent) in the
capacity of a Bank may be submitted, and may only be submitted, if the
Administrative Agent or such affiliate notifies the Borrower of the terms of
the offer or offers contained therein not later than (x) 1:00 P.M. (New York
City time) on the fourth Euro-Dollar Business Day prior to the proposed date
of Borrowing, in the case of a Bid Rate (Indexed) Auction or (y) 9:45 A.M.
(New York City time) on the proposed date of Borrowing, in the case of an Bid
Rate (General) Auctions. Subject to Articles 3 and 6, any Bid Rate Quote so
made shall be irrevocable except with the written consent of the
Administrative Agent given on the instructions of the Borrower.

(ii) Each Bid Rate Quote shall be in substantially the form of Exhibit D
hereto and shall in any case specify:

(A) the proposed date of Borrowing,

(B) the principal amount of the Bid Rate Loan for which each such
offer is being made, which principal amount (w) may be greater than or
less than the Commitment of the quoting Bank, (x) must be $5,000,000
or a larger multiple of $1,000,000 and (y) may not exceed the
principal amount of Bid Rate Loans for each Interest Period for which
offers were requested and (z) may be subject to an aggregate
limitation as to the principal amount of Bid Rate Loans for which
offers being made by such quoting Bank may be accepted,

(C) in the case of a Bid Rate (Indexed) Auction, the margin above
or below the applicable London Interbank Offered Rate (the "BID RATE
(INDEXED) MARGIN") offered for each such Bid Rate Loan, expressed as a
percentage (specified to the nearest 1/10,000th of 1%) to be added to
or subtracted from such base rate,

(D) in the case of a Bid Rate (General) Auction, the rate of
interest per annum (specified to the nearest 1/10,000th of 1%) (the
"BID RATE (GENERAL)") offered for each such Bid Rate Loan, and

(E) the identity of the quoting Bank.

A Bid Rate Quote may set forth up to five separate offers by the quoting Bank
with respect to each Interest Period specified in the related Invitation for
Bid Rate Quotes.

(iii) Any Bid Rate Quote shall be disregarded if:

(A) it is not substantially in conformity with Exhibit D hereto
or does not specify all of the information required by subsection
2.03(d)(ii);

(B) it contains qualifying, conditional or similar language
beyond that contemplated by Exhibit D (other than a qualification or
condition as to minimum amount);

(D) it arrives after the time set forth in subsection 2.03(d)(i).

(e) NOTICE TO BORROWER. The Administrative Agent shall promptly but in
no event later than (i) 5:00 P.M. (New York City time) on the fourth
Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case
of a Bid Rate (Indexed) Auction or (ii) 10:30 A.M. (New York City time) on
the proposed date of Borrowing, in the case of a Bid Rate (General) Auction
(or, in either case such other time or date as the Borrower and the
Administrative Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Bid Rate Quote Request for the first
Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such
change is to be effective) notify the Borrower of the terms (x) of any Bid
Rate Quote submitted by a Bank that is in accordance with subsection (d) and
(y) of any Bid Rate Quote that amends, modifies or is otherwise inconsistent
with a previous Bid Rate Quote submitted by such Bank with respect to the
same Bid Rate Quote Request. Any such subsequent Quote shall be disregarded
by the Administrative Agent unless such subsequent Quote is submitted solely
to correct a manifest error in such former Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the aggregate principal amount of
Loans for which offers have been received for each Interest Period specified
in the related Bid Rate Quote Request, (B) the respective principal amounts
and Bid Rate (Indexed) Margins or Bid Rate (General) Rates, as the case may
be, so offered and (C) if applicable, limitations on the aggregate principal
amount of Bid Rate Loans for which offers in any single Bid Rate Quote may be
accepted.

(f) ACCEPTANCE AND NOTICE BY BORROWER. Not later than 11:00 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a Bid Rate (Indexed) Auction or
(y) the proposed date of Borrowing, in the case of an Bid Rate (General)
Auction (or, in either case, such other time or date as the Borrower and the
Administrative Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Bid Rate Quote Request for the first
Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such
change is to be effective), the Borrower shall notify the Administrative
Agent of its acceptance or non-acceptance of the offers so notified to it
pursuant to subsection (e). In the case of acceptance, such notice (a
"NOTICE OF BID RATE BORROWING") shall specify the aggregate principal amount
of offers for each Interest Period that are accepted. The Borrower may
accept any Bid Rate Quote in whole or in part; PROVIDED that:

(i) the aggregate principal amount of each Bid Rate Borrowing may not
exceed the applicable amount set forth in the related Bid Rate Quote
Request,

(ii) the principal amount of each Bid Rate Borrowing must be
$10,000,000 or a larger multiple of $1,000,000, and

(iii) acceptance of offers may only be made on the basis of ascending
Bid Rate (Indexed) Margins or Bid Rates (General), as the case may be.

(g) ALLOCATION BY ADMINISTRATIVE AGENT. If offers are made by two or
more Banks with the same Bid Rate (Indexed) Margins or Bid Rate (General), as
the case may be, for a greater aggregate principal amount than the amount in
respect of which such offers are accepted for the related Interest Period,
the principal amount of Bid Rate Loans in respect of which such offers are
accepted shall be allocated by the Administrative Agent among such Banks as
nearly as possible (in multiples of $1,000,000, as the Administrative Agent
may deem appropriate) in proportion to the aggregate principal amounts of
such offers. Determinations by the Administrative Agent of the amounts of
Bid Rate Loans shall be conclusive in the absence of manifest error.

SECTION 2.04. NOTICE TO BANKS; FUNDING OF LOANS. (a) Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Bank
of the contents thereof and of such Bank's share (if any) of such Borrowing
and such Notice of Borrowing shall not thereafter be revocable by the
Borrower.

(b) Not later than 1:00 P.M. (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address specified in or pursuant to Section
11.01. Unless the Administrative Agent determines that any applicable
condition specified in Article 3 has not been satisfied, the Administrative
Agent will make the funds so received from the Banks available to the
Borrower at the Administrative Agent's aforesaid address not later than 2:30
P.M. (New York City time) on the date of such Borrowing.

(c) Unless the Administrative Agent shall have received notice from a
Bank prior to the time of any Borrowing that such Bank will not make
available to the Administrative Agent such Bank's share of such Borrowing,
the Administrative Agent may assume that such Bank has made such share
available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.04 and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower
on such date a corresponding amount. If and to the extent that such Bank
shall not have so made such share available to the Administrative Agent, such
Bank and, if such Bank shall not have made such payment within two Domestic
Business Days of demand therefor, the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the
Administrative Agent, at (i) in the case of the Borrower, a rate per annum
equal to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section 2.07 and (ii) in the case of such
Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.

(d) The failure of any Bank to make the Loan to be made by it as part of
any Borrowing shall not relieve any other Bank of its obligation, if any,
hereunder to make a Loan on the date of such Borrowing, but no Bank shall be
responsible for the failure of any other Bank to make a Loan to be made by
such other Bank.

SECTION 2.05. REGISTRY; NOTES. (a) The Administrative Agent shall
maintain a register (the "REGISTER") on which it will record the Commitment
of each Bank, each Loan made by such Bank and each repayment of any Loan made
by such Bank. Any such recordation by the Administrative Agent on the
Register shall be presumptively correct, absent manifest error. Failure to
make any such recordation, or any error in such recordation, shall not affect
the Borrowers' obligations hereunder.

(b) Each Borrower hereby agrees that, promptly upon the request of any
Bank at any time, such Borrower shall deliver to such Bank a duly executed
Note, in substantially the form of Exhibit A hereto, payable to the order of
such Bank and representing the obligation of such Borrower to pay the unpaid
principal amount of the Loans made to such Borrower by such Bank, with
interest as provided herein on the unpaid principal amount from time to time
outstanding.

(c) Each Bank shall record the date, amount and maturity of each Loan
made by it and the date and amount of each payment of principal made by the
Borrower with respect thereto, and each Bank receiving a Note pursuant to
this Section, if such Bank so elects in connection with any transfer or
enforcement of any Note, may endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to
each such Loan then outstanding; PROVIDED that the failure of such Bank to
make any such recordation or endorsement shall not affect the obligations of
the Borrowers hereunder or under the Notes. Such Bank is hereby irrevocably
authorized by the Borrowers so to endorse any Note and to attach to and make
a part of any Note a continuation of any such schedule as and when required.

SECTION 2.06. MATURITY OF LOANS. (a) Each Syndicated Loan shall
mature, and the principal amount thereof shall be due and payable together
with accrued and unpaid interest thereon, on the Termination Date.

(b) Each Swingline Loan included in any Swingline Borrowing and each Bid
Rate Loan included in any Bid Rate Borrowing shall mature, and the principal
amount thereof shall be due and payable (together with accrued and unpaid
interest thereon), on the last day of the Interest Period applicable to such
Borrowing.

SECTION 2.07. INTEREST RATES. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the
date such Loan is made until it becomes due, at a rate per annum equal to the
Base Rate for such day. Such interest shall be payable quarterly in arrears
on each Quarterly Payment Date, at maturity and, with respect to the
principal amount of any Base Rate Loan converted to a Euro-Dollar Loan, on
the date such Base Rate Loan is so converted. Any overdue principal of or
overdue interest on any Base Rate Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day.

(b) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for
such day plus the London Interbank Offered Rate applicable to such Interest
Period. Such interest shall be payable for each Interest Period on the last
day thereof and,

if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

The "LONDON INTERBANK OFFERED RATE" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of
1%) of the respective rates per annum at which deposits in dollars are
offered to each of the Euro-Dollar Reference Banks in the London interbank
market at approximately 11:00 A.M. (London time) two Euro-Dollar Business
Days before the first day of such Interest Period in an amount approximately
equal to the principal amount of the Loan of such Euro-Dollar Reference Bank
to which such Interest Period is to apply and for a period of time comparable
to such Interest Period. If any Euro-Dollar Reference Bank does not furnish
a timely quotation, the Administrative Agent shall determine the relevant
interest rate on the basis of the quotation furnished by the remaining
Euro-Dollar Reference Banks or, if none of such quotations is available on a
timely basis, the provisions of Section 8.01 shall apply.

(c) Any overdue principal of or overdue interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day from and including the
date payment thereof was due to but excluding the date of actual payment, at
a rate per annum equal to the sum of 2% plus the higher of (i) the sum of the
Euro-Dollar Margin for such day plus the London Interbank Offered Rate
applicable to such Loan at the date such payment was due and (ii) the Base
Rate for such day.

(d) Each Swingline Loan shall bear interest on the outstanding principal
amount thereof, for each day during the Interest Period applicable thereto,
at a rate per annum equal to the Base Rate for such day or such other rate as
may be from time to time determined by mutual agreement between the Swingline
Bank making such Loan and the Borrower. Interest on each Swingline Loan
shall be payable at the maturity of such Loan. Any overdue principal of or
overdue interest on any Swingline Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day; PROVIDED that if and to the extent the
failure to pay such principal or interest when due was attributable to
default by a Bank in making a Loan which such Bank was obligated to make
hereunder, such interest shall accrue at a rate per annum equal to the Base
Rate from and including the date such payment was due to but not including
the first Domestic Business Day thereafter and shall accrue at a rate per
annum equal to the sum of 2% plus the Base Rate from and including such first
succeeding Domestic Business Day until paid.

(e) Subject to Section 8.01(a), each Bid Rate (Indexed) Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London
Interbank

Offered Rate for such Interest Period (determined in accordance with Section
2.07(b) as if each Euro-Dollar Reference Bank were to participate in the
related Bid Rate (Indexed) Borrowing ratably in proportion to its Commitment)
plus (or minus) the Bid Rate (Indexed) Margin quoted by the Bank making such
Loan in accordance with Section 2.03. Each Bid Rate (General) Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the Bid Rate
(General) quoted by the Bank making such Loan in accordance with Section
2.03. Such interest shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than three months, at
intervals of three months after the first day thereof. Any overdue principal
of or overdue interest on any Bid Rate Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day.

(f) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give
prompt notice to the Borrower and the participating Banks of each rate of
interest so determined, and its determination thereof shall be conclusive in
the absence of manifest error.

SECTION 2.08. FEES. (a) FACILITY FEE. The Company shall pay to the
Administrative Agent for the account of each Bank a facility fee at the
Facility Fee Rate (determined daily in accordance with the Pricing Schedule).
Such facility fee shall accrue (i) from and including the earlier of the
date hereof and the Effective Date to but excluding the date of termination
of the Commitments in their entirety, on the daily aggregate amount of the
Commitments (whether used or unused) and (ii) from and including such date of
termination to but excluding the date the Loans and Letter of Credit
Liabilities shall be repaid in their entirety, on the daily average aggregate
outstanding principal amount of the Loans and Letter of Credit Liabilities.

(b) LETTER OF CREDIT FEES. Each Borrower shall pay (i) to the
Administrative Agent for the account of the Banks ratably a letter of credit
fee accruing daily on the aggregate amount then available for drawing under
all outstanding Letters of Credit issued at its request at a rate per annum
equal to the Euro-Dollar Margin and (ii) to each Issuing Bank a letter of
credit fronting fee accruing daily on the aggregate amount then available for
drawing under all Letters of Credit issued by such Issuing Bank issued at its
request at a rate per annum mutually agreed from time to time by the
Borrowers and such Issuing Bank.

(c) PAYMENTS. Accrued fees under this Section shall be payable quarterly
in arrears on each Quarterly Payment Date and upon the date of termination of
the

Commitments in their entirety (and, if later, the date the Loans and Letter
of Credit Liabilities shall be repaid in their entirety).

SECTION 2.09. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. The
Company may, upon notice to the Administrative Agent not later than 11:00
A.M. (New York City time) on any Domestic Business Day, (i) terminate the
Commitments at any time, if no Loans or Letter of Credit Liabilities are
outstanding at such time (after giving effect to any contemporaneous
prepayment of the Loans in accordance with Section 2.12) or (ii) ratably
reduce from time to time by an aggregate amount of $25,000,000 or any larger
multiple of $1,000,000 the aggregate amount of the Commitments in excess of
the aggregate outstanding principal amount of the Loans and Letter of Credit
Liabilities.

SECTION 2.10. METHOD OF ELECTING INTEREST RATES. (a) The Loans
included in each Syndicated Borrowing shall bear interest initially at the
type of rate specified by the Borrower in the applicable Notice of Committed
Borrowing. Thereafter, the Borrower may from time to time elect to change or
continue the type of interest rate borne by each Group of Loans (subject in
each case to the provisions of Article 8 and the last sentence of this
subsection (a)), as follows:

(i) if such Loans are Base Rate Loans, the Borrower may elect to
convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;
and

(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
convert such Loans to Base Rate Loans or elect to continue such Loans as
Euro-Dollar Loans for an additional Interest Period, subject to Section
2.14 in the case of any such conversion or continuation effective on any
day other than the last day of the then current Interest Period applicable
to such Loans.

Each such election shall be made by delivering a notice in substantially
the form of Exhibit L (a "NOTICE OF INTEREST RATE ELECTION") to the
Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Euro-Dollar Business Day before the conversion or continuation selected in such
notice is to be effective. A Notice of Interest Rate Election may, if it so
specifies, apply to only a portion of the aggregate principal amount of the
relevant Group of Loans, provided that (i) such portion is allocated ratably
among the Loans comprising such Group and (ii) the portion to which such notice
applies, and the remaining portion to which it does not apply, are each
$10,000,000 or any larger multiple of $1,000,000.

(b) Each Notice of Interest Rate Election shall specify:

(i) the Group of Loans (or portion thereof) to which such notice
applies;

(ii) the date on which the conversion or continuation selected in such
notice is to be effective, which shall comply with the applicable clause of
subsection 2.10(a) above;

(iii) if the Loans comprising such Group are to be converted, the new
type of Loans and, if the Loans being converted are to be Fixed Rate Loans,
the duration of the next succeeding Interest Period applicable thereto; and

(iv) if such Loans are to be continued as Euro-Dollar Loans for an
additional Interest Period, the duration of such additional Interest
Period.

Each Interest Period specified in a Notice of Interest Rate Election
shall comply with the provisions of the definition of the term "INTEREST
PERIOD".

(c) Promptly after receiving a Notice of Interest Rate Election from
the Borrower pursuant to subsection 2.10(a) above, the Administrative Agent
shall notify each Bank of the contents thereof and such notice shall not
thereafter be revocable by the Borrower. If no Notice of Interest Rate
Election is timely received prior to the end of an Interest Period for any
Group of Loans, the Borrower shall be deemed to have elected that such Group
of Loans be converted to Base Rate Loans as of the last day of such Interest
Period.

(d) An election by the Borrower to change or continue the rate of
interest applicable to any Group of Loans pursuant to this Section shall not
constitute a "BORROWING" subject to the provisions of Section 3.02.

SECTION 2.11. SCHEDULED TERMINATION OF COMMITMENTS. The Commitments
shall terminate on the Termination Date, and any Loans then outstanding
(together with accrued and unpaid interest thereon) shall be due and payable
on such date.

SECTION 2.12. OPTIONAL PREPAYMENTS. (a) Subject in the case of any
Fixed Rate Borrowing to Section 2.14, the Borrower may (i) upon notice to the
Administrative Agent not later than 11:00 A.M. (New York City time) on any
Domestic Business Day prepay on such Domestic Business Day any Group of Base
Rate Loans, any Swingline Borrowing or any Bid Rate Borrowing bearing
interest at the Base Rate pursuant to Section 8.01(a) and (ii) upon at least
three Euro-Dollar Business Days' notice to the Administrative Agent not later
than

11:00 A.M. (New York City time) prepay any Group of Euro-Dollar Loans, in
each case in whole at any time, or from time to time in part in amounts
aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the
principal amount to be prepaid together with accrued interest thereon to the
date of prepayment. Each such optional prepayment shall be applied to prepay
ratably the Loans of the several Banks included in such Group or Borrowing.

(b) Except as provided in subsection 2.12(a), the Borrower may not
prepay all or any portion of the principal amount of any Bid Rate Loan prior
to the maturity thereof.

(c) Upon receipt of a notice of prepayment pursuant to this Section,
the Administrative Agent shall promptly notify each Bank of the contents
thereof and of such Bank's share (if any) of such prepayment and such notice
shall not thereafter be revocable by the Borrower.

SECTION 2.13. GENERAL PROVISIONS AS TO PAYMENTS. (a) Each payment of
principal of, and interest on, the Loans and of fees hereunder shall be made
not later than 2:30 P.M. (New York City time) on the date when due, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 11.01. The
Administrative Agent will promptly distribute to each Bank its ratable share
of each such payment received by the Administrative Agent for the account of
the Banks. Whenever any payment of principal of, or interest on, the Base
Rate Loans, Swingline Loans or Letter of Credit Liabilities or of fees shall
be due on a day which is not a Domestic Business Day, the date for payment
thereof shall be extended to the next succeeding Domestic Business Day.
Whenever any payment of principal of, or interest on, the Euro-Dollar Loans
shall be due on a day which is not a Euro-Dollar Business Day, the date for
payment thereof shall be extended to the next succeeding Euro-Dollar Business
Day unless such Euro-Dollar Business Day falls in another calendar month, in
which case the date for payment thereof shall be the next preceding
Euro-Dollar Business Day. Whenever any payment of principal of, or interest
on, the Bid Rate Loans shall be due on a day which is not a Euro-Dollar
Business Day, the date for payment thereof shall be extended to the next
succeeding Euro-Dollar Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon
shall be payable for such extended time.

(b) Unless the Administrative Agent shall have received notice from a
Borrower prior to the date on which any payment is due from such Borrower to
the Banks hereunder that such Borrower will not make such payment in full,
the Administrative Agent may assume that such Borrower has made such payment
in full to the Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to each Bank
on such due

date an amount equal to the amount then due such Bank. If and to the extent
that such Borrower shall not have so made such payment, each Bank shall
repay to the Administrative Agent forthwith on demand such amount distributed
to such Bank together with interest thereon, for each day from the date such
amount is distributed to such Bank until the date such Bank repays such
amount to the Administrative Agent, at the Federal Funds Rate.

SECTION 2.14. FUNDING LOSSES. If a Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Euro-Dollar Loan is
converted to a Base Rate Loan or continued as a Euro-Dollar Loan for a new
Interest Period (pursuant to Article 2, 6, 8 or otherwise) on any day other
than the last day of an Interest Period applicable thereto, or if a Borrower
fails to borrow, prepay, convert or continue any Fixed Rate Loans after
notice has been given to any Bank in accordance with Section 2.04(a), 2.10(c)
or 2.12(c) (other than by reason of a default by the Bank demanding payment
hereunder), such Borrower shall reimburse each Bank within 15 days after
written demand from such Bank for any resulting loss or reasonable expense
incurred by it (or by an existing or prospective Participant in the related
Loan, but not to exceed the loss and expense which would have been incurred
by such Bank had no participations been granted by it), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of profit or margin for the period
after any such payment or conversion or failure to borrow, prepay, convert or
continue, PROVIDED that such Bank shall have delivered to such Borrower a
certificate setting forth in reasonable detail the calculation of the amount
of such loss or expense, which certificate shall be presumptively correct in
the absence of manifest error.

SECTION 2.15. COMPUTATION OF INTEREST AND FEES. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
all fees shall be computed on the basis of a year of 360 days and paid for
the actual number of days elapsed (including the first day but excluding the
last day).

SECTION 2.16. LETTERS OF CREDIT. (a) Subject to the terms and
conditions hereof, each Issuing Bank agrees to issue Letters of Credit
hereunder from time to time before the sixth Domestic Business Day preceding
the Termination Date upon the request of any Borrower; PROVIDED that,
immediately after each Letter of Credit is issued (i) the aggregate amount of
the Letter of Credit Liabilities plus the aggregate outstanding amount of all
Loans shall not exceed the aggregate amount of the Commitments and (ii) the
aggregate Letter of Credit Liabilities shall not exceed $100,000,000. On the
Effective Date, each of the Existing Letters of Credit shall be deemed to be
a Letter of Credit issued at the request of the

Company hereunder, and shall from and after such date be governed by the
provisions of this Agreement as fully as if the same had been issued pursuant
hereto on the Effective Date. Upon the date of issuance by an Issuing Bank
of a Letter of Credit (or on the Effective Date, in the case of the Existing
Letters of Credit), the Issuing Bank shall be deemed, without further action
by any party hereto, to have sold to each Bank, and each Bank shall be
deemed, without further action by any party hereto, to have purchased from
the Issuing Bank, a participation in such Letter of Credit and the related
Letter of Credit Liabilities in the proportion its Commitment bears to the
aggregate Commitments.

(b) The Borrower shall give an Issuing Bank notice at least three
Domestic Business Days prior to the requested issuance of a Letter of Credit
specifying the date such Letter of Credit is to be issued, and describing the
terms of such Letter of Credit and the nature of the transactions to be
supported thereby (such notice, including any such notice given in connection
with the extension of a Letter of Credit, a "NOTICE OF ISSUANCE"). Upon
receipt of a Notice of Issuance, the Issuing Bank shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify each
Bank of the contents thereof and of the amount of such Bank's participation
in such Letter of Credit. The issuance by the Issuing Bank of each Letter of
Credit shall, in addition to the conditions precedent set forth in Article 3,
be subject to the conditions precedent that such Letter of Credit shall be in
such form and contain such terms as shall be reasonably satisfactory to the
Issuing Bank and that the Borrower shall have executed and delivered such
other instruments and agreements relating to such Letter of Credit as the
Issuing Bank shall have reasonably requested. The Borrower shall also pay to
the Issuing Bank for its own account issuance, drawing, amendment and
extension charges in the amounts and at the times as agreed between the
Borrower and the Issuing Bank. The extension or renewal of any Letter of
Credit shall be deemed to be an issuance of such Letter of Credit, and if any
Letter of Credit contains a provision pursuant to which it is deemed to be
extended unless notice of termination is given by the Issuing Bank, the
Issuing Bank shall timely give such notice of termination unless it has
theretofore timely received a Notice of Issuance and the other conditions to
issuance of a Letter of Credit have also theretofore been met with respect to
such extension.

(c) No Letter of Credit shall have a term extending or extendible
beyond the fifth Domestic Business Day preceding the Termination Date.

(d) Upon receipt from the beneficiary of any Letter of Credit of any
notice of a drawing under such Letter of Credit, the Issuing Bank shall
notify the Administrative Agent and the Administrative Agent shall promptly
notify the Borrower and each other Bank as to the amount to be paid as a
result of such demand or drawing and the payment date. The Borrower shall be
irrevocably and

unconditionally obligated forthwith to reimburse the Issuing Bank for any
amounts paid by the Issuing Bank upon any drawing under any Letter of Credit,
without presentment, demand, protest or other formalities of any kind. In
the event of a drawing under a Letter of Credit, the Borrower shall, unless
it gives not less than one Domestic Business Day's notice to the
Administrative Agent to the contrary, be deemed to have timely given a Notice
of Borrowing for a Base Rate Borrowing on the date of such drawing in the
exact amount due the Issuing Bank hereunder on such date, and the
Administrative Agent shall apply the proceeds of such Borrowing to make
payment thereof.

(e) All such amounts paid by the Issuing Bank and remaining unpaid by
the Borrower shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the Base Rate for such day plus, if such amount
remains unpaid for more than one Domestic Business Day, 2%; PROVIDED that if
and to the extent the failure to pay such principal or interest when due is
attributable to default by a Bank in making a Loan which such Bank was
obligated to make hereunder, such interest shall accrue at a rate per annum
equal to the Base Rate from and including the date such payment was due to
but not including the first Domestic Business Day thereafter and shall accrue
at a rate per annum equal to the sum of 2% plus the Base Rate from and
including such first succeeding Domestic Business Day until paid. In
addition, each Bank will pay to the Administrative Agent, for the account of
the Issuing Bank, immediately upon the Issuing Bank's demand at any time
during the period commencing after such drawing until reimbursement therefor
in full by the Borrower, an amount equal to such Bank's ratable share of such
drawing (in proportion to its participation therein), together with interest
on such amount for each day from the date of the Issuing Bank's demand for
such payment (or, if such demand is made after 12:00 Noon (New York City
time) on such date, from the next succeeding Domestic Business Day) to the
date of payment by such Bank of such amount at a rate of interest per annum
equal to the Federal Funds Rate. The Issuing Bank will pay to each Bank
ratably all amounts received from the Borrower for application in payment of
its reimbursement obligations in respect of any Letter of Credit, but only to
the extent such Bank has made payment to the Issuing Bank in respect of such
Letter of Credit pursuant hereto.

(f) The obligations of each Borrower and Bank under subsections 2.16(d)
and 2.16(e) above shall be absolute, unconditional and irrevocable, and shall
be performed strictly in accordance with the terms of this Agreement, under
all circumstances whatsoever, including without limitation the following
circumstances:

(i) the use which may be made of the Letter of Credit by, or any acts
or omission of, a beneficiary of a Letter of Credit (or any Person for whom
the beneficiary may be acting);

(ii) the existence of any claim, set-off, defense or other rights that
such Borrower may have at any time against a beneficiary of a Letter of
Credit (or any Person for whom the beneficiary may be acting), the Banks
(including the Issuing Bank), any other Borrower or any other Person,
whether in connection with this Agreement or the Letter of Credit or any
document related hereto or thereto or any unrelated transaction;

(iii) any statement or any other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect whatsoever;

(iv) payment under a Letter of Credit to the beneficiary of such Letter
of Credit against presentation to the Issuing Bank of a draft or
certificate that does not comply with the terms of the Letter of Credit;
and

(v) any other act or omission to act or delay of any kind by any Bank
(including the Issuing Bank), the Administrative Agent or any other Person
or any other event or circumstance whatsoever that might, but for the
provisions of this subsection (v), constitute a legal or equitable
discharge of such Borrower's or Bank's obligations hereunder;

PROVIDED HOWEVER that nothing in this subsection 2.16(f) shall relieve the
Issuing Bank, the Administrative Agent or any other Bank of legal
responsibility it would otherwise have for the consequences of its own gross
negligence or willful misconduct.

(g) Each Borrower hereby indemnifies and holds harmless each Bank
(including each Issuing Bank) and the Administrative Agent from and against
any and all liabilities, losses, damages, costs or out-of-pocket expenses
which such Bank or the Administrative Agent may incur (including, without
limitation, any liabilities, losses, damages, costs or out-of-pocket expenses
which an Issuing Bank may incur by reason of or in connection with the
failure of any other Bank to fulfill or comply with its obligations to such
Issuing Bank hereunder (but nothing herein contained shall affect any rights
the Borrower may have against such defaulting Bank)), and none of the Banks
(including the Issuing Banks) nor the Administrative Agent nor any of their
officers or directors or employees or agents shall be liable or responsible,
by reason of or in connection with the execution and delivery or transfer of
or payment or failure to pay under any Letter of Credit

issued at the request of such Borrower, including without limitation any of
the circumstances enumerated in subsection 2.16(f) above, as well as (i) any
error, omission, interruption or delay in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise, (ii) any loss or
delay in the transmission of any document required in order to make a drawing
under a Letter of Credit, and (iii) any consequences arising from causes
beyond the control of the Issuing Bank, including without limitation any
government acts, or any other circumstances whatsoever in making or failing
to make payment under such Letter of Credit; PROVIDED that such Borrower
shall not be required to indemnify the Issuing Bank for any claims, damages,
losses, liabilities, costs or expenses, and the Borrower shall have a claim
for direct damage suffered by it, to the extent found by a court of competent
jurisdiction to have been caused by (x) the willful misconduct or gross
negligence of the Issuing Bank in determining whether a request presented
under any such Letter of Credit complied with the terms of such Letter of
Credit or (y) the Issuing Bank's failure to pay under any such Letter of
Credit after the presentation to it of a request strictly complying with the
terms and conditions of such Letter of Credit. Nothing in this subsection
2.16(g) is intended to limit the obligations of any Borrower under any other
provision of this Agreement. To the extent any Borrower does not indemnify an
Issuing Bank as required by this subsection, the Banks agree to do so ratably
in accordance with their Commitments.

SECTION 2.17. REGULATION D COMPENSATION. In the event that a Bank is
required to maintain reserves of the type contemplated by the definition of
"EURO-DOLLAR RESERVE PERCENTAGE", such Bank may require the Borrower to pay,
contemporaneously with each payment of interest on the Euro-Dollar Loans,
additional interest on the related Euro-Dollar Loan of such Bank at a rate
per annum determined by such Bank up to but not exceeding the excess of (i)
(A) the applicable London Interbank Offered Rate divided by (B) one MINUS the
Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank
Offered Rate. Any Bank wishing to require payment of such additional
interest (x) shall so notify the Borrower and the Administrative Agent, in
which case such additional interest on the Euro-Dollar Loans of such Bank
shall be payable to such Bank at the place indicated in such notice with
respect to each Interest Period commencing at least three Euro-Dollar
Business Days after the giving of such notice and (y) shall furnish to the
Borrower at least three Euro-Dollar Business Days prior to each date on which
interest is payable on the Euro-Dollar Loans of such Borrower an officer's
certificate setting forth the amount to which such Bank is then entitled
under this Section 2.17 (which shall be consistent with such Bank's good
faith estimate of the level at which the related reserves are maintained by
it). Each such notification shall be accompanied by such information as the
Borrower may reasonably request.

"EURO-DOLLAR RESERVE PERCENTAGE" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars
in respect of "EUROCURRENCY LIABILITIES" (or in respect of any other category
of liabilities which includes deposits by reference to which the interest
rate on Euro-Dollar Loans is determined or any category of extensions of
credit or other assets which includes loans by a non-United States office of
any Bank to United States residents).

SECTION 2.18. TAKEOUT OF SWINGLINE LOANS. (a) In the event that any
Swingline Loan shall not be repaid in full at or prior to the maturity
thereof the Administrative Agent shall, on behalf of the Borrower (each
Borrower hereby irrevocably directing and authorizing the Administrative
Agent so to act on its behalf), give a Notice of Borrowing requesting the
Banks, including the Swingline Bank, to make a Base Rate Borrowing on the
maturity date of such Swingline Loan in an amount equal to the unpaid
principal amount of such Swingline Loan. Each Bank will make the proceeds of
its Base Rate Loan included in such Borrowing available to the Administrative
Agent for the account of the Swingline Bank which made such Swingline Loan on
such date in accordance with Section 2.04. The proceeds of such Base Rate
Borrowing shall be immediately applied to repay such Swingline Loan.

(b) If, for any reason, a Base Rate Borrowing may not be (as determined
by the Administrative Agent in its sole discretion), or is not, made pursuant
to subsection (a) above to refund a Swingline Loan as required by said
subsection, then, effective on the date such Borrowing would otherwise have
been made, each Bank severally, unconditionally and irrevocably agrees that
it shall purchase an undivided participating interest in such Swingline Loan
(an "UNREFUNDED SWINGLINE LOAN") in an amount equal to the amount of the Loan
which otherwise would have been made by such Bank pursuant to subsection (a),
which purchase shall be funded by the time such Loan would have been required
to be funded pursuant to Section 2.04 by transfer to the Administrative
Agent, for the account of the Swingline Bank, in immediately available funds,
of the amount of its participation.

(c) Whenever, at any time after the Swingline Bank has received from any
Bank payment in full for such Bank's participating interest in a Swingline
Loan, the Swingline Bank (or the Administrative Agent on its behalf) receives
any payment on account thereof, the Swingline Bank (or the Administrative
Agent, as the case may be) will promptly distribute to such Bank its
participating interest in such payment (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such Bank's
participating interest was outstanding

and funded); provided, however, that in the event that such payment is
subsequently required to be returned, such Bank will return to the Swingline
Bank (or the Administrative Agent, as the case may be) any portion thereof
previously distributed by the Swingline Bank (or the Administrative Agent, as
the case may be) to it.

(d) Each Bank's obligation to purchase and fund participating interests
pursuant to this Section shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation: (i) any
setoff, counterclaim, recoupment, defense or other right which such Bank or
the Borrower may have against any Swingline Bank, or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of a Default or the
failure to satisfy any of the conditions specified in Article 3; (iii) any
adverse change in the condition (financial or otherwise) of any Borrower;
(iv) any breach of this Agreement by any Borrower or any Bank; or (v) any
other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.

SECTION 2.19. FOREIGN COSTS. (a) If the cost to any Bank of making or
maintaining any Loan or of issuing or participating in any Letter of Credit
is increased, or the amount of any sum received or receivable by any Bank (or
its Applicable Lending Office) is reduced by an amount deemed by such Bank to
be material, by reason of the fact that the Borrower of such Loan or Letter
of Credit is incorporated in, or conducts business in, a jurisdiction outside
the United States of America, such Borrower shall indemnify such Bank for
such increased cost or reduction within 15 days after demand by such Bank
(with a copy to the Administrative Agent). A certificate of such Bank
claiming compensation under this subsection (a) and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive
in the absence of manifest error.

(b) Each Bank will promptly notify the Company and the Administrative
Agent of any event of which it has knowledge that will entitle such Bank to
additional compensation pursuant to subsection (a) and will designate a
different Applicable Lending Office if, in the judgment of such Bank, such
designation will avoid the need for, or reduce the amount of, such
compensation and will not be otherwise disadvantageous to such Bank.

ARTICLE 3
CONDITIONS

SECTION 3.01. EFFECTIVENESS. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 11.05):

(a) receipt by the Administrative Agent of counterparts hereof signed
by each of the parties hereto (or, in the case of any party as to which an
executed counterpart shall not have been received, receipt by the
Administrative Agent in form satisfactory to it of telegraphic, telecopy,
telex or other written confirmation from such party of execution of a
counterpart hereof by such party);

(b) receipt by the Administrative Agent of an opinion of (i) Sidley &
Austin, special counsel for the Company, substantially in the form of
Exhibit E-1 hereto and (ii) Xxxxxxxxx X. Xxxxx, General Counsel of the
Company, substantially in the form of Exhibit E-2 hereto, and in each case
covering such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request;

(c) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx &
Xxxxxxxx, special counsel for the Administrative Agent, substantially in
the form of Exhibit F hereto and covering such additional matters relating
to the transactions contemplated hereby as the Required Banks may
reasonably request;

(d) receipt by the Administrative Agent of all documents it may have
reasonably requested prior to the date hereof relating to the existence of
the Company, the corporate authority for and the validity of this Agreement
and the Notes, and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent;

(e) receipt by the Administrative Agent of evidence satisfactory to it
that the Merger shall have been consummated in accordance with the Merger
Agreement, without any amendment thereof or waiver thereto which (i) is
material in the context of this Agreement and (ii) the Required Banks shall
not have consented to in writing; and

(f) receipt by the Administrative Agent of evidence satisfactory to it
of the payment of all principal of and interest on any loans outstanding
under, and all accrued fees under, the Existing Credit Agreements and of
the termination of the commitments of the lenders thereunder;

PROVIDED that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later
than January 15, 1998; and PROVIDED FURTHER that the provisions of Sections
2.08, 2.09, 2.14 and 11.03 shall become effective upon satisfaction of the
condition specified in clause 3.01(a). The Administrative Agent shall
promptly notify the Company and the Banks of the Effective Date, and such
notice shall be conclusive and binding on all parties hereto.

SECTION 3.02. BORROWINGS AND ISSUANCE OF LETTERS OF CREDITS. The
obligation of any Bank to make a Loan on the occasion of any Borrowing and
the obligation of the Issuing Bank to issue (or renew or extend the term of)
any Letter of Credit is subject to the satisfaction of the following
conditions; PROVIDED that if such Borrowing is a Swingline Takeout Borrowing,
only the conditions set forth in clauses 3.02(a) and 3.02(b) must be
satisfied:

(a) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.02 or 2.03 or receipt by the Issuing Bank of a Notice
of Issuance as required by Section 2.16(b), as the case may be;

(b) the facts that, immediately after such Borrowing or issuance of
such Letter of Credit, (i) the sum of the aggregate outstanding principal
amount of the Loans and the aggregate amount of Letter of Credit
Liabilities will not exceed the aggregate amount of the Commitments, (ii)
the aggregate outstanding principal amount of Swingline Loans will not
exceed $25,000,000 and (iii) the aggregate amount of Letter of Credit
Liabilities will not exceed $100,000,000;

(c) the fact that, immediately after such Borrowing or issuance of
such Letter of Credit, no Default shall have occurred and be continuing;
and

(d) the fact that the representations and warranties (other than the
representation and warranty set forth in Section 4.04(b) in the case of a
Borrowing which does not result in an increase in the sum of the aggregate
outstanding principal amount of the Loans and the aggregate Letter of
Credit Liabilities) of the Borrower and, if the Borrower is not the
Company, of the Company contained in this Agreement shall be true on and as
of the date of such Borrowing or issuance of such Letter of Credit.

Each Borrowing and each issuance of a Letter of Credit hereunder shall
be deemed to be a representation and warranty by the Borrower (and, if the
Company is not the Borrower, by the Company) on the date of such Borrowing or
issuance

as to the facts specified in clauses (b), (c) and (d) of this Section (unless
such Borrowing is a Swingline Takeout Borrowing, in which case the Borrower
(and the Company) shall be deemed to represent and warrant as to the facts
specified in clause (b) of this Section).

SECTION 3.03. FIRST BORROWING BY OR ISSUANCE OF LETTER OF CREDIT FOR
EACH ELIGIBLE SUBSIDIARY. The obligation of each Bank to make a Loan and the
obligation of each Issuing Bank to issue (or renew or extend the term of) any
Letter of Credit on the occasion of the first Borrowing by or issuance for
each Eligible Subsidiary is subject to the satisfaction of the following
further conditions:

(a) receipt by the Administrative Agent of an opinion or opinions of
counsel for such Eligible Subsidiary reasonably acceptable to the
Administrative Agent (which, in the case of an Eligible Subsidiary
organized under the laws of the United States or a State thereof may be an
employee of the Company) and addressed to the Administrative Agent and the
Banks, substantially to the effect of Exhibit J hereto and covering such
additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request; and

(b) receipt by the Administrative Agent of all documents which it may
reasonably request relating to the existence of such Eligible Subsidiary,
the corporate authority for and the validity of the Election to Participate
of such Eligible Subsidiary, this Agreement and the Notes of such Eligible
Subsidiary, and any other matters relevant thereto, all in form and
substance reasonably satisfactory to the Administrative Agent.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that:

SECTION 4.01. CORPORATE EXISTENCE AND POWER. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of
Delaware, and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted and is duly qualified to do business as a foreign corporation in each
jurisdiction where such qualification is required, except where the failure so
to qualify could not reasonably be expected to have a Material Adverse Effect.

SECTION 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION.
The execution, delivery and performance by the Company of this Agreement and its
Notes are within the Company's corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official (except for such as may be
required in connection with the Merger, which shall have been obtained not later
than the Effective Date) and do not contravene, or constitute a default under,
any provision of applicable law or regulation or of the certificate of
incorporation or by-laws of the Company or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Company or any of
its Subsidiaries or result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries.

SECTION 4.03. BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of the Company and each of its Notes, if and when executed and
delivered in accordance with this Agreement, will constitute a valid and binding
obligation of the Company, in each case enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

SECTION 4.04. FINANCIAL INFORMATION. (a) The consolidated balance sheet
of the Company and its Consolidated Subsidiaries as of June 30, 1997 and the
related consolidated statements of earnings, cash flows and changes in
stockholders' equity for the fiscal year then ended, reported on by Ernst &
Young LLP, copies of which have been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting principles, the
consolidated financial position of the Company and its Consolidated Subsidiaries
as of such date and their consolidated results of operations and cash flows for
such fiscal year.

(b) Since June 30, 1997, there has been no material adverse change in the
business, financial position or results of operations of the Company and its
Consolidated Subsidiaries, considered as a whole.

SECTION 4.05. LITIGATION. Except as disclosed in the Company's annual
report on Form 10-K for the year ended June 30, 1997, each registration
statement (other than a registration statement on Form S-8 (or its equivalent))
and each report on Form 10-K, 10-Q and 8-K (or their equivalents) which the
Company shall have filed with the Securities and Exchange Commission at any time
thereafter, and the proxy statement and prospectus delivered to the shareholders
of the Company in connection with the Merger, copies of which have been
delivered to each of the Banks, there is no action, suit or proceeding pending
against, or to the knowledge of the Company, threatened against or affecting,
the Company or any of its Subsidiaries before any court or arbitrator or any
governmental body,

agency or official which could reasonably be expected to have a Material
Adverse Effect or which in any manner draws into question the validity of
this Agreement or any Note.

SECTION 4.06. COMPLIANCE WITH LAWS. (a) The Company and each Subsidiary
is in compliance in all material respects with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities except where (i)
non-compliance could not reasonably be expected to have a Material Adverse
Effect or (ii) the necessity of compliance therewith is contested in good faith
by appropriate proceedings.

(b) Each member of the ERISA Group has fulfilled its obligations under the
minimum funding standards of ERISA and the Internal Revenue Code with respect to
each Plan and is in compliance in all material respects with the presently
applicable provisions of ERISA and the Internal Revenue Code with respect to
each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum
funding standard under Section 412 of the Internal Revenue Code in respect of
any Plan, (ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security under
ERISA or the Internal Revenue Code or (iii) incurred any liability under Title
IV of ERISA other than a liability to the PBGC for premiums under Section 4007
of ERISA.

SECTION 4.07. ENVIRONMENTAL MATTERS. In the ordinary course of its
business, the Company conducts a systematic review of the effects and
reasonably ascertainable associated liabilities and costs of Environmental
Laws on the business, operations and properties of the Company and its
Subsidiaries. The associated liabilities and costs include, without
limitation: any capital or operating expenditures required for clean-up or
closure of properties presently or previously owned; any capital or operating
expenditures required to achieve or maintain compliance with Environmental
Laws; any constraints on operating activities related to achieving or
maintaining compliance with Environmental Laws, including any periodic or
permanent shutdown of any facility or reduction in the level or change in the
nature of operations conducted thereat; any costs or liabilities in
connection with off-site disposal of wastes or hazardous substances; and any
actual or potential liabilities to third parties, including employees,
arising under Environmental Laws, and any related costs and expenses. On the
basis of this review, the Company has reasonably concluded that such
associated liabilities and costs, including the costs of compliance with
Environmental Laws, could not reasonably be expected to have a Material
Adverse Effect.

SECTION 4.08. TAXES. The Company and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant
to such returns or pursuant to any assessment received by the Company or any
Subsidiary except (i) where nonpayment could not reasonably be expected to
have a Material Adverse Effect or (ii) where the same are contested in good
faith by appropriate proceedings. The charges, accruals and reserves on the
books of the Company and its Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Company, adequate.

SECTION 4.09. SUBSIDIARIES. Each of the Company's corporate Subsidiaries
is a corporation validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted and is duly qualified to do business as a
foreign corporation in each jurisdiction where such qualification is required,
except where the failure so to qualify could not reasonably be expected to have
Material Adverse Effect.

SECTION 4.10. REGULATORY RESTRICTIONS ON BORROWING. The Company is not
an "investment company" within the meaning of the Investment Company Act of
1940, as amended, a "holding company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended, or otherwise subject to any regulatory
scheme which restricts its ability to incur debt.

SECTION 4.11. FULL DISCLOSURE. Neither the Company's Form 10-K for the
year ended June 30, 1997, as of the date of filing of such Form 10-K, nor any
registration statement (other than a registration statement on Form S-8 (or its
equivalent)) or report on Form 10-K, 10-Q and 8-K (or their equivalents) which
the Company shall have filed with the Securities and Exchange Commission as at
the time of filing of such registration statement or report, as applicable,
contained any untrue statement of a material fact or omitted to state a material
fact necessary in order to make any statements contained therein, in the light
of the circumstances under which they were made, not misleading; PROVIDED that
to the extent any such document contains forecasts and/or projections, it is
understood and agreed that uncertainty is inherent in any forecasts or
projections and that no assurances can be given by the Company of the future
achievement of such performance.

ARTICLE 5
COVENANTS

The Company and, where stated, each other Borrower agree that, so long as
any Bank has any Commitment hereunder or any amount payable hereunder remains
unpaid or any Letter of Credit Liabilities remain outstanding:

SECTION 5.01. INFORMATION. The Company will deliver to each of the Banks:

(a) as soon as available and in any event within 95 days after the end
of each fiscal year of the Company, a consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of the end of such fiscal year
and the related consolidated statements of earnings, cash flows, and
changes in stockholders' equity for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all
reported on in a manner consistent with the requirements of the Securities
and Exchange Commission and audited by Ernst & Young LLP or other
independent public accountants of nationally recognized standing;

(b) as soon as available and in any event within 50 days after the end
of each of the first three quarters of each fiscal year of the Company, an
unaudited consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of the end of such quarter and the related unaudited
consolidated statements of earnings and cash flows for such quarter and for
the portion of the Company's fiscal year ended at the end of such quarter,
setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of the Company's
previous fiscal year, all certified (subject to normal year-end
adjustments) as to fairness of presentation and preparation based on
financial accounting principles consistent with generally accepted
accounting principles by an Approved Officer of the Company;

(c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of an
Approved Officer of the Company (i) setting forth in reasonable detail the
calculations required to establish whether the Company was in compliance
with the requirements of Sections 5.10 and 5.12 on the date of such
financial statements and (ii) stating whether any Default exists on the
date of such certificate and, if any Default then exists, setting forth the
details thereof and the action which the Company is taking or proposes to
take with respect thereto;

(d) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements (i) that
nothing has come to their attention to cause them to believe that any
Default arising from the Company's failure to comply with its obligations
under Sections 5.10 and 5.12 existed on the date of such statements (it
being understood that such accountants shall not thereby be required to
perform any procedures not otherwise required under generally accepted
auditing standards) and (ii) confirming the calculations set forth in the
officer's certificate delivered simultaneously therewith pursuant to clause
(c) above;

(e) within five days after any officer of the Company obtains
knowledge of any Default, if such Default is then continuing, a certificate
of an Approved Officer of the Company setting forth the details thereof and
the action which the Company is taking or proposes to take with respect
thereto;

(f) promptly upon the mailing thereof to the shareholders of the
Company generally, copies of all financial statements, reports and proxy
statements so mailed;

(g) promptly after the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements
on Form S-8 or its equivalent) and reports (other than the exhibits
thereto) on Forms 10-K, 10-Q and 8-K (or their equivalents) which the
Company shall have filed with the Securities and Exchange Commission;

(h) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined in Section
4043 of ERISA) with respect to any Plan which might constitute grounds for
a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any
such reportable event, a copy of the notice of such reportable event given
or required to be given to the PBGC; (ii) receives notice of complete or
partial withdrawal liability under Title IV of ERISA or notice that any
Multiemployer Plan is in reorganization, is insolvent or has been
terminated, a copy of such notice; (iii) receives notice from the PBGC
under Title IV of ERISA of an intent to terminate, impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or appoint a
trustee to administer any Plan, a copy of such notice; (iv) applies for a
waiver of the minimum funding standard under Section 412 of the Internal
Revenue Code, a copy of such application; (v) gives notice of intent to

terminate any Plan under Section 4041(c) of ERISA, a copy of such notice
and other information filed with the PBGC; (vi) gives notice of withdrawal
from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or
(vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could
result in the imposition of a Lien or the posting of a bond or other
security, a certificate of the chief financial officer or the chief
accounting officer of the Company setting forth details as to such
occurrence and action, if any, which the Company or applicable member of
the ERISA Group is required or proposes to take; and

(i) from time to time such additional information regarding the
financial position or business of the Company and its Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request.

SECTION 5.02. PAYMENT OF OBLIGATIONS. Each Borrower will pay and
discharge, and will cause each of its Subsidiaries to pay and discharge, at
or before maturity, all their respective material obligations and liabilities
(including, without limitation, tax liabilities and claims of materialmen,
warehousemen and the like which if unpaid might by law give rise to a Lien),
except where the same may be contested in good faith by appropriate
proceedings, and will maintain, and will cause each of its Subsidiaries to
maintain, in accordance with generally accepted accounting principles,
appropriate reserves for the accrual of any of the same.

SECTION 5.03. MAINTENANCE OF PROPERTY; INSURANCE. (a) Each Borrower
will keep, and will cause each of its Subsidiaries to keep, all material
property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted.

(b) Each Borrower will, and will cause each of its Subsidiaries to,
maintain (either in the name of the Company or in such Borrower's or
Subsidiary's own name) with financially sound and responsible insurance
companies, insurance on all its respective properties in at least such
amounts, against at least such risks and with such risk retention as are
usually maintained, insured against or retained, as the case may be, in the
same general area by companies of established repute engaged in the same or a
similar business; PROVIDED that the Borrowers and their Subsidiaries may
self-insure to the same extent as other companies of established repute
engaged in the same or a similar business in the same general area in which
such Borrower or such Subsidiary operates and to the extent consistent with
prudent business practice. Each Borrower will furnish to the Banks, upon
request from the Administrative Agent, information presented in reasonable
detail as to the insurance so carried.

SECTION 5.04. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Each
Borrower and its Subsidiaries taken as a whole will continue to engage in
business of the same general type as now conducted by such Borrower and its
Subsidiaries and any ancillary or related lines of business, and each Borrower
will preserve, renew and keep in full force and effect, and will cause each of
its Subsidiaries to preserve, renew and keep in full force and effect, its
respective legal existence and its respective rights, privileges and franchises
necessary or desirable in the normal conduct of business; PROVIDED that nothing
in this Section shall prohibit (i) the consolidation or merger of a Subsidiary
(other than an Eligible Subsidiary with obligations with respect to Loans or
Letters of Credit outstanding hereunder) with or into another Person, (ii) the
consolidation or merger of an Eligible Subsidiary with or into the Company or
another Eligible Subsidiary or (iii) the termination of the corporate existence
of any Subsidiary (other than an Eligible Subsidiary with obligations with
respect to Loans or Letters of Credit outstanding hereunder) if, in the case of
clauses (i), (ii) and (iii), such consolidation, merger or termination is not
materially disadvantageous to the Banks; and PROVIDED FURTHER that nothing in
this Section shall prohibit any sale or other disposition of assets permitted
under Section 5.07.

SECTION 5.05. COMPLIANCE WITH LAWS. Each Borrower will comply, and cause
each of its Subsidiaries to comply, in all material respects with all applicable
laws, ordinances, rules, regulations, and requirements of governmental
authorities (including, without limitation, Environmental Laws and ERISA and the
rules and regulations thereunder) except where (i) the necessity of compliance
therewith is contested in good faith by appropriate proceedings or (ii) the
failure to comply could not reasonably be expected to have a Material Adverse
Effect.

SECTION 5.06. INSPECTION OF PROPERTY, BOOKS AND RECORDS. Each Borrower
will keep, and will cause each of its Subsidiaries to keep, proper books of
record and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities; and will
permit, and will cause each of its Subsidiaries to permit, representatives of
any Bank at such Bank's expense to visit and inspect any of its respective
properties, to examine and make abstracts from any of its respective books and
records and to discuss its respective affairs, finances and accounts with its
respective officers, employees and independent public accountants, all at such
reasonable times as may be desired.

SECTION 5.07. MERGERS AND SALES OF ASSETS. (a) The Company will not
consolidate or merge with or into any other Person; PROVIDED that the Company
may merge with another Person if (x) the Company is the corporation surviving

such merger and (y) after giving effect to such merger, no Default shall have
occurred and be continuing.

(b) The Company will not sell, lease or otherwise transfer, directly
or indirectly, assets (exclusive of assets transferred in the ordinary course
of business) if after giving effect to such transfer the aggregate book value
of assets so transferred subsequent to the date of this Agreement would
constitute Substantial Assets as of the day preceding the date of such
transfer other than (i) sales of accounts receivable to IMC-Agrico
Receivables Company L.L.C. or any other similar bankruptcy-remote Subsidiary
of the Company or any of its Subsidiaries established for the purpose of
engaging in transactions related to accounts receivable, (ii) the sale of
substantially all of the assets comprising the IMC-Vigoro business unit of
the Company, (iii) the sale of any equity interest in McMoRan Oil & Gas Co.,
a Delaware corporation, or the sale or transfer of any right to receive
revenues from the MOXY-FRP Exploration Program undertaken by McMoRan Oil &
Gas Co., a Delaware corporation, and (iv) the sale of assets acquired
pursuant to an Acquisition that are unrelated to the business of the same
general type as now conducted by the Company and its Subsidiaries.

SECTION 5.08. USE OF PROCEEDS. The proceeds of the Loans made under this
Agreement and of the Letters of Credit under this Agreement will be used by the
Borrowers for general corporate purposes, including without limitation the
refinancing of the Existing Credit Agreements and Acquisitions. None of such
proceeds will be used in violation of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System.

SECTION 5.09. NEGATIVE PLEDGE. Neither any Borrower nor any Subsidiary of
any Borrower will create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

(a) Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement in an aggregate principal or face
amount not exceeding $135,000,000;

(b) any Lien existing on any asset of any Person at the time such
Person becomes a Subsidiary of a Borrower and not created in contemplation
of such event;

(c) any Lien on any asset securing Debt incurred or assumed for the
purpose of financing all or any part of the cost of acquiring or
constructing such asset, PROVIDED that such Lien attaches to such asset
concurrently with or within 90 days after the acquisition or completion of
construction thereof;

(d) any Lien on any asset of any Person existing at the time such
Person is merged or consolidated with or into a Borrower or a Subsidiary of
a Borrower and not created in contemplation of such event;

(e) any Lien existing on any asset prior to the acquisition thereof by
a Borrower or a Subsidiary of a Borrower and not created in contemplation
of such acquisition;

(f) any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien permitted by any of the foregoing
clauses of this Section, PROVIDED that the proceeds of such Debt are used
solely for the foregoing purpose and to pay financing costs and such Debt
is not secured by any additional assets;

(g) Liens arising in the ordinary course of its business which (i) do
not secure Debt or Derivatives Obligations, (ii) do not secure any
obligation in an amount exceeding $100,000,000 and (iii) do not in the
aggregate materially detract from the value of its assets or materially
impair the use thereof in the operation of its business;

(h) Liens on cash and cash equivalents securing Derivatives
Obligations, provided that the aggregate amount of cash and cash
equivalents subject to such Liens may at no time exceed $10,000,000; and

(i) Liens not otherwise permitted by the foregoing clauses of this
Section securing Debt in an aggregate principal or face amount, together
with all other Debt secured by Liens permitted under this Section 5.09(i),
not to exceed an amount equal to 10% of Consolidated Net Worth (calculated
as of the last day of the fiscal quarter most recently ended on or prior to
the date of the most recent incurrence of such Debt).

SECTION 5.10. DEBT OF SUBSIDIARIES. Total Debt of all Subsidiaries
(excluding Debt (i) of a Subsidiary owing to the Company, (ii) of a Subsidiary
owing to a Substantially-Owned Consolidated Subsidiary, (iii) of an Eligible
Subsidiary under this Agreement or (iv) of FRP in an aggregate principal amount
not exceeding $300,000,000 outstanding on the Effective Date (but not any
refinancing thereof)) will not at any date exceed 20% of Consolidated Net Worth
(calculated as of the last day of the fiscal quarter most recently ended on or
prior to such date). For purposes of this Section any preferred stock of a
Consolidated Subsidiary (other than the Series E Preferred Stock) held by a
Person other than the Company or a Substantially-Owned Consolidated Subsidiary
shall be included,

at the higher of its voluntary or involuntary liquidation value, in the
"Debt" of such Consolidated Subsidiary.

SECTION 5.11. TRANSACTIONS WITH AFFILIATES. No Borrower will, nor will
it permit any of its Subsidiaries to, directly or indirectly, pay any funds
to or for the account of, make any investment (whether by acquisition of
stock or indebtedness, by loan, advance, transfer of property, guarantee or
other agreement to pay, purchase or service, directly or indirectly, any
Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any
assets, tangible or intangible, to, or participate in, or effect, any
transaction with, any Affiliate except: (i) transactions on an arms-length
basis on terms at least as favorable to such Borrower or such Subsidiary as
could have been obtained from a third party who was not an Affiliate, (ii)
marketing services provided by IMC Global Operations Inc. to Agrico, (iii)
employee leasing services agreements between IMC Global Operations Inc. and
Agrico, (iv) transactions between Agrico and the Rainbow and FarMarkets
business units of the Company, (v) transactions between Agrico and the IMC
Kalium business unit of the Company, (vi) loans from the Company or a
Subsidiary to the Company or a Subsidiary, (vii) the declaration and payment
of any lawful dividend and (viii) transactions between Vigiron Partnership, a
Delaware general partnership, and the IMC AgriBusiness business unit of the
Company.

SECTION 5.12. LEVERAGE RATIO. The Leverage Ratio will not at any date
exceed 3.75 to 1.00. For this purpose:

"CONSOLIDATED ADJUSTED DEBT" means at any date the sum of (i) the Debt of
the Company and its Consolidated Subsidiaries plus (ii) the excess (if any) of
(A) the aggregate unrecovered principal investment of transferees of accounts
receivable from the Company or a Consolidated Subsidiary in transactions
accounted for as sales under generally accepted accounting principles over (B)
$100,000,000, in each case determined on a consolidated basis as of such date.

"CONSOLIDATED EBITDA" means, for any period, the consolidated net income of
the Company and its Consolidated Subsidiaries for such period before (i) income
taxes, (ii) interest expense, (iii) depreciation and amortization, (iv) minority
interest, (v) extraordinary losses or gains, (vi) discontinued operations and
(vii) the cumulative effect of changes in accounting principles. Consolidated
EBITDA for each four-quarter period will be adjusted on a pro-forma basis to
reflect any Acquisition closed during such period as if such Acquisition had
been closed on the first day of such period.

"LEVERAGE RATIO" means at any date the ratio of Consolidated Adjusted Debt
calculated as of such date to Consolidated EBITDA calculated for the period of
four consecutive fiscal quarters most recently ended on or prior to such date.

ARTICLE 6
DEFAULTS

SECTION 6.01. EVENTS OF DEFAULT. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

(a) any Borrower shall fail to pay when due any principal of any Loan
or of any Letter of Credit Liabilities or shall fail to pay, within five
Domestic Business Days of the due date thereof, any interest, fees or any
other amount payable hereunder;

(b) any Borrower shall fail to observe or perform any covenant
contained in Sections 5.07 to 5.12, inclusive;

(c) any Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause
(a) or (b) above) for 30 days after notice thereof has been given to the
Company by the Administrative Agent at the request of any Bank;

(d) any representation, warranty, certification or statement made by
any Borrower in this Agreement or in any certificate, financial statement
or other document delivered pursuant to this Agreement shall prove to have
been incorrect in any material respect when made (or deemed made);

(e) the Company or any Subsidiary shall fail to make any payment in
respect of Material Financial Obligations (other than the Loans and Letter
of Credit Liabilities) when due or within any applicable grace period;

(f) any event or condition shall occur and shall continue beyond the
applicable grace or cure period, if any, provided with respect thereto and
the maturity of Material Financial Obligations shall be accelerated as a
result thereof;

(g) the Company or any Material Subsidiary or any other Borrower shall
commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, or
shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they

become due, or shall take any corporate action to authorize any of
the foregoing;

(h) an involuntary case or other proceeding shall be commenced against
the Company or any Material Subsidiary or any other Borrower seeking
liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its
property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 days; or an order for relief
shall be entered against the Company or any Material Subsidiary or any
other Borrower under the federal bankruptcy laws as now or hereafter in
effect;

(i) any member of the ERISA Group shall fail to pay when due an amount
or amounts aggregating in excess of $25,000,000 which it shall have become
liable to pay under Title IV of ERISA; or notice of intent to terminate a
Material Plan shall be filed under Title IV of ERISA by any member of the
ERISA Group, any plan administrator or any combination of the foregoing; or
the PBGC shall institute proceedings under Title IV of ERISA to terminate,
to impose liability (other than for premiums under Section 4007 of ERISA)
in respect of, or to cause a trustee to be appointed to administer any
Material Plan; or a condition shall exist by reason of which the PBGC would
be entitled to obtain a decree adjudicating that any Material Plan must be
terminated; or there shall occur a complete or partial withdrawal from, or
a default, within the meaning of Section 4219(c)(5) of ERISA, with respect
to, one or more Multiemployer Plans which causes one or more members of the
ERISA Group to incur a current payment obligation in excess of $100,000,000
in the aggregate;

(j) judgments or orders for the payment of money in excess of
$100,000,000 in the aggregate shall be rendered against the Company or any
Subsidiary and such judgments or orders shall continue unsatisfied and
unstayed for a period of 30 days;

(k) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of
1934), directly or indirectly, of Voting Stock of the Company (or other
securities convertible into such Voting Stock) representing 35% or more of
the combined voting power of all Voting Stock of the Company; or (ii)
during any period of up to 24 consecutive months, commencing after the date
of this Agreement, individuals who at the beginning of such 24-

month period were directors of the Company shall cease for any reason
(other than due to death or disability) to constitute a majority of the
board of directors of the Company, except to the extent that individuals
who at the beginning of such 24-month period were replaced by
individuals (x) elected by 66-2/3% of the remaining members of the board
of directors of the Company or (y) nominated for election by a majority
of the remaining members of the board of directors of the Company and
thereafter elected as directors by the shareholders of the Company; or
(iii) any Person or two or more Persons acting in concert shall have
acquired by contract or otherwise, or shall have entered into a contract
or arrangement that has resulted in its or their acquisition of, control
over Voting Stock of the Company (or other securities convertible into
such securities) representing 35% or more of the combined voting power
of all Voting Stock of the Company; or

(l) any of the obligations of the Company under Article 10 of this
Agreement shall for any reason not be enforceable against the Company in
accordance with their terms, or the Company shall so assert in writing;

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Company terminate the Commitments and they shall thereupon terminate and
(ii) if requested by Banks holding more than 50% in aggregate principal amount
of the Loans, by notice to the Company declare the Loans (together with accrued
interest thereon) to be, and the Loans shall thereupon become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers; PROVIDED that in the case of
any of the Events of Default specified in clause (g) or (h) above with respect
to any Borrower, without any notice to any Borrower or any other act by the
Administrative Agent or the Banks, the Commitments shall thereupon terminate and
the Loans (together with accrued interest thereon) shall become immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers.

SECTION 6.02. NOTICE OF DEFAULT. The Administrative Agent shall give
notice to the Company under Section 6.01(c) promptly upon being requested to do
so by any Bank and shall thereupon notify all the Banks thereof.

SECTION 6.03. CASH COVER. The Company agrees, in addition to the
provisions of Section 6.01 hereof, that upon the occurrence and during the
continuance of any Event of Default, it shall, if requested by the
Administrative Agent upon the instruction of the Banks having more than 50% in
the aggregate amount of the Commitments (or, if the Commitments shall have been
terminated,

holding more than 50% of the Letter of Credit Liabilities), pay to the
Administrative Agent an amount in immediately available funds (which funds
shall be held as collateral pursuant to arrangements satisfactory to the
Administrative Agent) equal to the aggregate amount available for drawing
under all Letters of Credit then outstanding at such time, PROVIDED that,
upon the occurrence of any Event of Default specified in Section 6.01(g) or
6.01(h) with respect to any Borrower, the Company shall pay such amount
forthwith without any notice or demand or any other act by the Administrative
Agent or the Banks.

ARTICLE 7
THE ADMINISTRATIVE AGENT

SECTION 7.01. APPOINTMENT AND AUTHORIZATION. Each Bank irrevocably
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the Notes as are
delegated to the Administrative Agent by the terms hereof or thereof, together
with all such powers as are reasonably incidental thereto.

SECTION 7.02. ADMINISTRATIVE AGENT AND AFFILIATES. Xxxxxx Guaranty Trust
Company of New York shall have the same rights and powers under this Agreement
as any other Bank and may exercise or refrain from exercising the same as though
it were not the Administrative Agent, and Xxxxxx Guaranty Trust Company of New
York and its affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the Company or any Subsidiary or affiliate
of the Company as if it were not the Administrative Agent hereunder.

SECTION 7.03. ACTION BY ADMINISTRATIVE AGENT. The obligations of the
Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall
not be required to take any action with respect to any Default, except as
expressly provided in Article 6.

SECTION 7.04. CONSULTATION WITH EXPERTS. The Administrative Agent may
consult with legal counsel (who may be counsel for any Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

SECTION 7.05. LIABILITY OF ADMINISTRATIVE AGENT. Neither the
Administrative Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be liable to any Bank for any
action taken or not taken by it in connection herewith (i) with the consent or
at the request of the

Required Banks (or, when expressly required hereby, all the Banks) or (ii) in
the absence of its own gross negligence or willful misconduct. Neither the
Administrative Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into or verify (i) any statement, warranty or
representation made in connection with this Agreement or any extension of
credit hereunder; (ii) the performance or observance of any of the covenants
or agreements of any Borrower; (iii) the satisfaction of any condition
specified in Article 3, except receipt of items required to be delivered to
the Administrative Agent; or (iv) the validity, effectiveness or genuineness
of this Agreement, the Notes or any other instrument or writing furnished in
connection herewith. The Administrative Agent shall not incur any liability
by acting in reliance upon any notice, consent, certificate, statement, or
other writing (which may be a bank wire, telex or similar writing) believed
by it in good faith to be genuine or to be signed by the proper party or
parties. Without limiting the generality of the foregoing, the use of the
term "agent" in this Agreement with reference to the Administrative Agent is
not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead,
such term is used merely as a matter of market custom and is intended to
create or reflect only an administrative relationship between independent
contracting parties.

SECTION 7.06. INDEMNIFICATION. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Administrative Agent, its affiliates and
their respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrowers) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from such indemnitees' gross negligence or willful misconduct) that such
indemnitees may suffer or incur in connection with this Agreement or any action
taken or omitted by such indemnitees thereunder.

SECTION 7.07. CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon any Agent or any other Bank, 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 Bank also
acknowledges that it will, independently and without reliance upon any Agent or
any other Bank, 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 any action under this Agreement.

SECTION 7.08. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign at any time by giving notice thereof to the Banks and the Company.
Upon any such resignation, the Company, with the consent of the Required Banks
(such consent not to be unreasonably withheld or delayed), shall have the right
to appoint a successor Administrative Agent. If no successor

Administrative Agent shall have been so appointed, and shall have accepted
such appointment, within 30 days after the retiring Administrative Agent
gives notice of resignation, then the retiring Administrative Agent may, on
behalf of the Banks, appoint a successor Administrative Agent, which shall be
a commercial bank organized or licensed under the laws of the United States
of America or of any State thereof and having a combined capital and surplus
of at least $500,000,000. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this Article
shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Administrative Agent.

SECTION 7.09. AGENTS' FEES. The Company shall pay to each of the Agents
for its own account fees in the amounts and at the times previously agreed upon
between the Company and such Agent.

SECTION 7.10. OTHER AGENTS. Nothing in this Agreement shall impose upon
the Documentation Agent, upon either Co-Syndication Agent, upon any Managing
Agent or upon any Co-Agent in such capacity, any duties or obligations
whatsoever.

ARTICLE 8

CHANGE IN CIRCUMSTANCES

SECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.
If on or prior to the first day of any Interest Period for any Euro-Dollar
Borrowing or Bid Rate (Indexed) Borrowing:

(a) the Administrative Agent is advised by the Euro-Dollar Reference
Banks that deposits in dollars (in the applicable amounts) are not being
offered to the Euro-Dollar Reference Banks in the relevant market for such
Interest Period, or

(b) in the case of a Euro-Dollar Borrowing, Banks having more than 50%
of the aggregate amount of the affected Loans advise the Administrative
Agent that the London Interbank Offered Rate as determined by the
Administrative Agent will not adequately and fairly reflect the cost to
such Banks of funding their Euro-Dollar Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans or to continue or convert
outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each
outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the
last day of the then current Interest Period applicable thereto. Unless the
Borrower notifies the Administrative Agent at least one Domestic Business Day
before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, (i) if such
Fixed Rate Borrowing is a Syndicated Borrowing, such Borrowing shall instead be
made as a Base Rate Borrowing and (ii) if such Borrowing is a Bid Rate (Indexed)
Borrowing, the Loans comprising such Borrowing shall bear interest for each day
from and including the first day to but excluding the last day of the Interest
Period applicable thereto at the Base Rate for such day.

SECTION 8.02. ILLEGALITY. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund any of its Euro-Dollar
Loans to any Borrower and such Bank shall so notify the Administrative Agent,
the Administrative Agent shall forthwith give notice thereof to the other Banks
and such Borrower, whereupon until such Bank notifies such Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Bank to make Euro-Dollar Loans, or to
continue or convert outstanding Loans as or into Euro-Dollar Loans, to such
Borrower shall be suspended. Before giving any notice to the Administrative
Agent pursuant to this Section, such Bank shall designate a different
Euro-Dollar Lending Office if such designation will avoid the need for giving
such notice and will not be otherwise disadvantageous to such Bank in the good
faith exercise of its discretion. If such notice is given, each Euro-Dollar
Loan of such Bank to such Borrower then outstanding shall be converted to a Base
Rate Loan either (a) on the last day of the then current Interest Period
applicable to such Euro-Dollar Loan if such Bank may lawfully continue to
maintain and fund such Loan to such day or (b) immediately if such Bank shall
determine that it may not lawfully continue to maintain and fund such Loan to
such day.

SECTION 8.03. INCREASED COST AND REDUCED RETURN. (a) If on or after (x)
the date of this Agreement, in the case of any Committed Loan or Letter of
Credit or any obligation to make Committed Loans or issue or participate in any
Letter of Credit or (y) the date of any related Bid Rate Quote, in the case of
any Bid Rate Loan, the adoption of any applicable law, rule or regulation, or
any change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) issued on or after
such date of any such authority, central bank or comparable agency shall impose,
modify or deem applicable any reserve, special deposit or similar requirement
(including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding with respect to any
Euro-Dollar Loan any such requirement for which such Bank is entitled to
compensation for the relevant Interest Period under Section 2.17) against assets
of, deposits with or for the account of, or credit extended by, any Bank (or its
Applicable Lending Office) or shall impose on any Bank (or its Applicable
Lending Office) or on the London interbank market any other condition (other
than in respect of Taxes or Other Taxes) affecting its Fixed Rate Loans, its
Notes or its obligation to make Fixed Rate Loans or its obligations hereunder in
respect of Letters of Credit and the result of any of the foregoing is to
increase the cost to such Bank (or its Applicable Lending Office) of making or
maintaining any Fixed Rate Loan or of issuing or participating in any Letter of
Credit, or to reduce the amount of any sum received or receivable by such Bank
(or its Applicable Lending Office) under this Agreement or under its Notes with
respect thereto, by an amount deemed by such Bank to be material, then, within
15 days after receipt by the Company of written demand by such Bank (with a copy
to the Administrative Agent), the Company shall pay to such Bank an amount which
on an after-tax basis is necessary to maintain the same rate of return on
capital that existed immediately prior thereto which such Bank reasonably
determines is attributable to this Agreement, its Loans and Letter of Credit
Liabilities or its obligations to make Loans or to issue or participate in
Letters of Credit hereunder (after taking into account such Bank's policies as
to capital adequacy).

(b) If any Bank shall have determined that, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency given or made after the date of this Agreement, has or would
have the effect of reducing the rate of return on capital of such Bank (or its
Parent) as a consequence of such Bank's obligations hereunder to a level below
that which such Bank (or its

Parent) could have achieved but for such adoption, change, request or
directive (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Bank to be material, then from time to
time, within 15 days after receipt by the Company of written demand by such
Bank (with a copy to the Administrative Agent), the Company shall pay to such
Bank an amount which on an after-tax basis is necessary to maintain the same
rate of return on capital that existed immediately prior thereto which such
Bank reasonably determines is attributable to this Agreement, its Loans and
Letter of Credit Liabilities or its obligations to make Loans or to issue or
participate in Letters of Credit hereunder (after taking into account such
Bank's policies as to capital adequacy).

(c) Each Bank will promptly notify the Company and the Administrative Agent
of any event of which it has knowledge, occurring after the date hereof, which
will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate
of any Bank claiming compensation under this Section and setting forth the
additional amount or amounts to be paid to it hereunder shall be presumptively
correct in the absence of manifest error. In determining such amount, such Bank
may use any reasonable averaging and attribution methods. Notwithstanding the
foregoing subsections 8.03(a) and 8.03(b) of this Section 8.03, the Company
shall only be obligated to compensate any Bank for any amount arising or
accruing during (i) any time or period commencing not more than 45 days prior to
the date on which such Bank notifies the Administrative Agent and the Company
that it proposes to demand such compensation and identifies to the
Administrative Agent and the Company the statute, regulation or other basis upon
which the claimed compensation is or will be based and (ii) any time or period
during which because of the retroactive application of such statute, regulation
or other such basis, such Bank did not know in good faith that such amount would
arise or accrue.

SECTION 8.04. TAXES. (a) For purposes of this Section 8.04, the following
terms have the following meanings:

"TAXES" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings with respect to any payment by any Borrower
pursuant to this Agreement or any Note, and all liabilities with respect
thereto, EXCLUDING (i) in the case of each Bank and the Administrative Agent,
taxes imposed on its net income and franchise or similar taxes imposed on it by
a jurisdiction under the laws of which such Bank or the Administrative Agent (as
the case may be) is organized or in which its principal executive office is
located or, in the case of each Bank, in which its Applicable Lending Office is
located (all such excluded taxes of the Administrative Agent or any Bank being
herein referred to as its "DOMESTIC TAXES") and (ii) in the case of each Bank,
any United States

withholding tax imposed on such payments except to the extent that such Bank
is subject to United States withholding tax by reason of a U.S. Tax Law
Change.

"OTHER TAXES" means any present or future stamp or documentary taxes and
any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note.

"U.S. TAX LAW CHANGE" means with respect to any Bank or Participant the
occurrence (x) in the case of each Bank listed on the signature pages hereof,
after the date of its execution and delivery of this Agreement and (y) in the
case of any other Bank, after the date such Bank shall have become a Bank
hereunder, and (z) in the case of each Participant, after the date such
Participant became a Participant hereunder, of the adoption of any applicable
U.S. federal law, U.S. federal rule or U.S. federal regulation relating to
taxation, or any change therein, or the entry into force, modification or
revocation of any income tax convention or treaty to which the United States is
a party.

(b) Any and all payments by any Borrower to or for the account of any Bank
or the Administrative Agent hereunder or under any Note shall be made without
deduction for any Taxes or Other Taxes; PROVIDED that, if any Borrower shall be
required by law to deduct any Taxes or Other Taxes from any such payments,
(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 8.04) such Bank or the Administrative Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions, (iii) such
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) such Borrower
shall furnish to the Administrative Agent, at its address referred to in Section
11.01 the original or a certified copy of a receipt evidencing payment thereof.

(c) Each Borrower agrees to indemnify each Bank and the Administrative
Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section 8.04) paid by such Bank or the Administrative
Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. In addition, each Borrower
organized under the laws of a jurisdiction outside the United States agrees to
indemnify the Administrative Agent and each Bank for all Domestic Taxes incurred
by it and any liability (including any penalties, interest and expenses arising
therefrom or with respect thereto), in each case to the extent that such
Domestic Taxes or liabilities result from any payment or indemnification
pursuant to this Section by or for the account of such Borrower. This
indemnification shall

be paid within 15 days after such Bank or the Administrative Agent (as the
case may be) makes demand therefor.

(d) Each Bank organized under the laws of a jurisdiction outside the United
States, on or prior to the date of its execution and delivery of this Agreement
in the case of each Bank listed on the signature pages hereof and on or prior to
the date on which it becomes a Bank in the case of each other Bank, and from
time to time thereafter as required by law (but only so long as such Bank
remains lawfully able to do so), shall provide the Company two completed and
duly executed copies of Internal Revenue Service form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
or other documentation reasonably requested by the Company, certifying that such
Bank is entitled to benefits under an income tax treaty to which the United
States is a party which exempts the Bank from United States withholding tax or
reduces the rate of withholding tax on payments of interest for the account of
such Bank or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States.

(e) For any period with respect to which a Bank has failed to provide the
Company with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a U.S. Tax Law Change), such Bank shall not be entitled to
indemnification under Section 8.04(b) or 8.04(c) with respect to any Taxes or
Other Taxes which would not have been payable had such form been so provided,
PROVIDED that if a Bank, which is otherwise exempt from or subject to a reduced
rate of withholding tax, becomes subject to Taxes because of its failure to
deliver a form required hereunder, the Company shall take such steps as such
Bank shall reasonably request to assist such Bank to recover such Taxes (it
being understood, however, that the Company shall have no liability to such Bank
in respect of such Taxes).

(f) If any Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section 8.04, then such Bank will take such
action (including changing the jurisdiction of its Applicable Lending Office) as
in the good faith judgment of such Bank (i) will eliminate or reduce any such
additional payment which may thereafter accrue and (ii) is not otherwise
disadvantageous to such Bank.

SECTION 8.05. BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE LOANS.
If (i) the obligation of any Bank to make or to continue or convert outstanding
Loans as or into Euro-Dollar Loans to any Borrower has been suspended pursuant
to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03(a)
or 8.04 with respect to its Euro-Dollar Loans and the Borrower shall, by at
least five Euro-Dollar Business Days' prior notice to such Bank through the
Administrative Agent, have elected that the provisions of this

Section shall apply to such Bank, then, unless and until such Bank notifies
the Borrower that the circumstances giving rise to such suspension or demand
for compensation no longer apply:

(a) all Loans to such Borrower which would otherwise be made by such
Bank as (or continued as or converted to) Euro-Dollar Loans, as the case
may be, shall instead be Base Rate Loans (on which interest and principal
shall be payable contemporaneously with the related Euro-Dollar Loans of
the other Banks), and

(b) after each of its Euro-Dollar Loans to such Borrower has been
repaid, all payments of principal which would otherwise be applied to repay
such Loans shall be applied to repay its Base Rate Loans instead.

If such Bank notifies such Borrower that the circumstances giving rise to
such suspension or demand for compensation no longer exist, the principal amount
of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the
first day of the next succeeding Interest Period applicable to the related Euro-
Dollar Loans of the other Banks.

SECTION 8.06. SUBSTITUTION OF BANK. If (i) the obligation of any Bank to
make or to convert or continue outstanding Loans as or into Euro-Dollar Loans
has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded
compensation under Section 8.03 or 8.04, the Company shall have the right, with
the assistance of the Administrative Agent, to designate a substitute bank or
banks (which may be one or more of the Banks) mutually satisfactory to the
Company, the Administrative Agent, the Issuing Banks and the Swingline Bank
(whose consent shall not be unreasonably withheld or delayed) to purchase for
cash, pursuant to an Assignment and Assumption Agreement in substantially the
form of Exhibit G hereto, the outstanding Loans of such Bank and assume the
Commitment and Letter of Credit Liabilities of such Bank, without recourse to or
warranty by, or expense to, such Bank, for a purchase price equal to the
principal amount of all of such Bank's outstanding Loans and funded Letter of
Credit Liabilities plus any accrued but unpaid interest thereon and the accrued
but unpaid fees in respect of such Bank's Commitment hereunder plus such amount,
if any, as would be payable pursuant to Section 2.14 if the outstanding Loans of
such Bank were prepaid in their entirety on the date of consummation of such
assignment.

ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

By the execution and delivery of its Election to Participate, each Eligible
Subsidiary shall be deemed to have represented and warranted as of the date
thereof that:

SECTION 9.01. CORPORATE EXISTENCE AND POWER. It is a legal entity duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is a Substantially-Owned Consolidated
Subsidiary of the Company.

SECTION 9.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; CONTRAVENTION.
The execution and delivery by it of its Election to Participate and its Notes,
and the performance by it of this Agreement and its Notes, are within its legal
powers, have been duly authorized by all necessary legal action, require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of its organizational documents or of any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Company or such Eligible Subsidiary or result in the creation or imposition
of any Lien on any asset of the Company or any of its Subsidiaries.

SECTION 9.03. BINDING EFFECT. Its Election to Participate has been duly
executed by such Eligible Subsidiary and this Agreement constitutes a valid and
binding agreement of such Eligible Subsidiary and each of its Notes, when
executed and delivered in accordance with this Agreement, will constitute a
valid and binding obligation of such Eligible Subsidiary, in each case
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity.

SECTION 9.04. TAXES. Except as disclosed in the opinion of counsel
delivered pursuant to Section 3.03 of this Agreement or in its Election to
Participate, there are no Taxes or Other Taxes of any country, or any taxing
authority thereof or therein, which are imposed on any payment to be made by
such Eligible Subsidiary pursuant hereto or on its Notes, or imposed on or by
virtue of the execution, delivery or enforcement of this Agreement, its Election
to Participate or of its Notes.

ARTICLE 10

GUARANTY

SECTION 10.01. THE GUARANTY. The Company hereby unconditionally
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal of and interest on each Loan made to
and all Letter of Credit Liabilities incurred at the request of any Eligible
Subsidiary pursuant to this Agreement, and the full and punctual payment of all
other amounts payable by any Eligible Subsidiary under this Agreement or any
Note. Upon failure by any Eligible Subsidiary to pay punctually any such
amount, the Company shall forthwith on demand pay the amount not so paid at the
place and in the manner specified in this Agreement.

SECTION 10.02. GUARANTY UNCONDITIONAL. The obligations of the Company
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

(a) any extension, renewal, settlement, compromise, waiver or release
in respect of any obligation of any Eligible Subsidiary under this
Agreement or any Note, by operation of law or otherwise;

(b) any modification or amendment of or supplement to this Agreement
or any Note;

(c) any release, impairment, non-perfection or invalidity of any
direct or indirect security for any obligation of any Eligible Subsidiary
under this Agreement or any Note;

(d) any change in the existence, structure or ownership of any
Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting any Eligible Subsidiary or its assets or any
resulting release or discharge of any obligation of any Eligible Subsidiary
contained in this Agreement or any Note;

(e) the existence of any claim, set-off or other rights which the
Company may have at any time against any Eligible Subsidiary, any Agent,
any Bank or any other Person, whether in connection herewith or any
unrelated transactions, PROVIDED that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory counterclaim;

(f) any invalidity or unenforceability relating to or against any
Eligible Subsidiary for any reason of this Agreement or any Note, or any
provision of applicable law or regulation purporting to prohibit the
payment by any Eligible Subsidiary of the principal of or interest on any
Loan, any Letter of Credit Liability or any other amount payable by it
under this Agreement or any Note; or

(g) any other act or omission to act or delay of any kind by any
Eligible Subsidiary, any Agent or Bank or any other Person or any other
circumstance whatsoever which might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of or defense to the
Company's obligations hereunder.

SECTION 10.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES. The Company's obligations hereunder shall remain in full
force and effect until the Commitments and any Letters of Credit shall have
terminated and the principal of and interest on the Loans, the Letter of Credit
Liabilities and all other amounts payable by the Company and each Eligible
Subsidiary under this Agreement or any Note shall have been paid in full. If at
any time any payment of principal of or interest on any Loan, any Letter of
Credit Liability or any other amount payable by any Eligible Subsidiary under
this Agreement or any Note is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of any Eligible
Subsidiary or otherwise, the Company's obligations hereunder with respect to
such payment shall be reinstated at such time as though such payment had been
due but not made at such time.

SECTION 10.04. WAIVER BY THE COMPANY. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against any Eligible Subsidiary or any other Person.

SECTION 10.05. SUBROGATION. The Company irrevocably waives any and all
rights to which it may be entitled, by operation of law or otherwise, upon
making any payment hereunder in respect of any Eligible Subsidiary to be
subrogated to the rights of the payee against such Eligible Subsidiary with
respect to such payment or against any direct or indirect security therefor, or
otherwise to be reimbursed, indemnified or exonerated by or for the account of
such Eligible Subsidiary in respect thereof, in any bankruptcy, insolvency or
similar proceeding involving such Eligible Subsidiary as debtor commenced within
one year after the making of any payment by such Eligible Subsidiary under this
Agreement or its Notes.

SECTION 10.06. STAY OF ACCELERATION. In the event that acceleration of
the time for payment of any amount payable by any Eligible Subsidiary under this
Agreement or any Note is stayed upon insolvency, bankruptcy or reorganization of
such Eligible Subsidiary, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by the Company
hereunder forthwith on demand by the Administrative Agent made at the request of
the Required Banks.

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (a) in the
case of the Company or the Administrative Agent, at its address, facsimile
number or telex number set forth on the signature pages hereof, (b) in the case
of any Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (c) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Administrative Agent and the Company. Each
such notice, request or other communication shall be effective (i) if given by
telex, when such telex is transmitted to the telex number specified in this
Section and the appropriate answerback is received, (ii) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (iii) if given by mail, 72 hours after
such communication is deposited in the mail with first class postage prepaid,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the address specified in this Section; PROVIDED that notices to the
Administrative Agent under Article 2 or Article 8 shall not be effective until
received. Any notice required to be given to or by any Eligible Subsidiary
shall be duly given if given to or by the Company, which is hereby appointed the
agent of each Eligible Subsidiary for such purpose.

SECTION 11.02. NO WAIVERS. No failure or delay by the Administrative
Agent or any Bank in exercising any right, power or privilege hereunder or under
any Note shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 11.03. EXPENSES; INDEMNIFICATION. (a) The Company shall pay (i)
all reasonable out-of-pocket expenses of the Administrative Agent, including
reasonable fees and disbursements of special counsel for the Administrative
Agent,

in connection with the preparation of this Agreement, any waiver or
consent hereunder or any amendment hereof or any Default or alleged Default
hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket
expenses incurred by the Administrative Agent or any Bank, including (without
duplication) the reasonable fees and disbursements of outside counsel and
allocated cost of inside counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom.

(b) The Company agrees to indemnify the Administrative Agent and each Bank,
their respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
out-of-pocket expenses of any kind, including, without limitation, the
reasonable fees and disbursements of counsel, which may be incurred by such
Indemnitee in connection with any litigation or governmental or regulatory
investigation or other similar proceeding (whether or not such Indemnitee shall
be designated a party thereto) relating to or arising out of this Agreement or
any actual or proposed use of proceeds of Loans or Letters of Credit hereunder;
PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for
such Indemnitee's own gross negligence or willful misconduct or for its breach
of its express obligations under this Agreement, in each case as determined by a
court of competent jurisdiction; PROVIDED, FURTHER, that in no event shall the
Company have any such indemnification obligation in respect of any liabilities,
losses, damages, costs or expenses resulting from disputes between any Bank and
any Agent or among the Banks.

SECTION 11.04. SHARING OF SET-OFFS. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount then due with respect to the Loans and
Letter of Credit Liabilities held by it which is greater than the proportion
received by any other Bank in respect of the aggregate amount then due with
respect to the Loans and Letter of Credit Liabilities held by such other Bank,
the Bank receiving such proportionately greater payment shall purchase such
participations in the Loans and Letter of Credit Liabilities held by the other
Banks, and such other adjustments shall be made, as may be required so that all
such payments with respect to the Loans and Letter of Credit Liabilities held by
the Banks shall be shared by the Banks pro rata; PROVIDED that nothing in this
Section shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of indebtedness of the Borrowers other than their indebtedness under
this Agreement. Each Borrower agrees, to the fullest extent it may effectively
do so under applicable law, that any holder of a participation in a Loan or
Letter of Credit, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other

rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of such Borrower in the amount of such
participation.

SECTION 11.05. AMENDMENTS AND WAIVERS. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of the Administrative Agent, any Swingline Bank or any Issuing
Bank are affected thereby, by such Person); PROVIDED that no such amendment or
waiver shall, unless signed by all the Banks, (i) increase or decrease the
Commitment of any Bank (except for a ratable decrease in the Commitments of all
Banks) or subject any Bank to any additional obligation, (ii) reduce the
principal of or rate of interest on any Loan or the amount to be reimbursed in
respect of any Letter of Credit or any interest thereon or any fees hereunder,
(iii) postpone the date fixed for any payment of principal of or interest on any
Loan or for reimbursement in respect of any Letter of Credit or interest thereon
or any fees hereunder or for termination of any Commitment, (iv) make any
changes to Article 10 or (v) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans and Letter of Credit Liabilities,
or the number of Banks, which shall be required for the Banks or any of them to
take any action under this Section or any other provision of this Agreement;
PROVIDED FURTHER that no such amendment, waiver or modification shall, unless
signed by each Eligible Subsidiary, (w) subject such Eligible Subsidiary to any
additional obligation, (x) increase the principal of or rate of interest on any
outstanding Loan or Letter of Credit Liability of such Eligible Subsidiary, (y)
accelerate the stated maturity of any outstanding Loan or Letter or Credit
Liability of such Eligible Subsidiary or (z) change this PROVISO.

SECTION 11.06. 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, except that no Borrower may assign
or otherwise transfer any of its rights under this Agreement without the prior
written consent of all Banks.

(b) Any Bank may at any time grant to one or more banks or other
institutions (each a "PARTICIPANT") participating interests in its Commitment or
any or all of its Loans and Letter of Credit Liabilities. In the event of any
such grant by a Bank of a participating interest to a Participant, whether or
not upon notice to the Administrative Agent, such Bank shall remain responsible
for the performance of its obligations hereunder, and the Borrowers, the Issuing
Banks, the Swingline Banks and the Administrative Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. Any agreement pursuant to which any Bank may
grant such a participating interest shall provide that such Bank shall retain
the sole right and responsibility to enforce the obligations of the Borrowers
hereunder including,

without limitation, the right to approve any amendment, modification or
waiver of any provision of this Agreement; PROVIDED that such participation
agreement may provide that such Bank will not agree to any modification,
amendment or waiver of this Agreement described in clause (i), (ii), (iii)
or (iv) of Section 11.05 without the consent of the Participant. The
Borrowers agree that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Article 8 with
respect to its participating interest, subject to subsection 11.06(e) below.
An assignment or other transfer which is not permitted by subsection (c) or
(d) below shall be given effect for purposes of this Agreement only to the
extent of a participating interest granted in accordance with this subsection
(b).

(c) Any Bank may at any time assign to one or more banks or other financial
institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an
initial Commitment of not less than $15,000,000) of all, of its rights and
obligations under this Agreement and its Notes (if any), and such Assignee shall
assume such rights and obligations, pursuant to an Assignment and Assumption
Agreement in substantially the form of Exhibit G hereto executed by such
Assignee and such transferor Bank, with (and only with and subject to) the prior
written consent of the Borrower, the Issuing Banks, the Swingline Banks and the
Administrative Agent (which consents shall not be unreasonably withheld or
delayed); PROVIDED that if an Assignee is an affiliate of such transferor Bank
or was a Bank immediately prior to such assignment, no such consent shall be
required; PROVIDED FURTHER such assignment may, but need not, include rights of
the transferor Bank in respect of outstanding Bid Rate Loans. Upon execution
and delivery of such instrument of assumption and payment by such Assignee to
such transferor Bank of an amount equal to the purchase price agreed between
such transferor Bank and such Assignee, such Assignee shall be a Bank party to
this Agreement and shall have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption, and the transferor
Bank shall be released from its obligations hereunder to a corresponding extent,
and no further consent or action by any party shall be required. Upon the
consummation of any assignment pursuant to this subsection (c), the transferor
Bank, the Administrative Agent and the Borrowers shall make appropriate
arrangements so that, if required by the Assignee, Note(s) are issued to the
Assignee. In connection with any such assignment, the transferor Bank shall pay
or cause to be paid to the Administrative Agent an administrative fee for
processing such assignment in the amount of $3,000. If the Assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall, prior to the first date on which interest or fees are payable
hereunder for its account, deliver to the Company and the Administrative Agent
certification as to exemption from deduction or withholding of any United States
federal income taxes in accordance with Section 8.04.

(d) Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Notes (if any) to a Federal Reserve Bank. No such
assignment shall release the transferor Bank from its obligations hereunder or
modify any such obligations.

(e) No Assignee, Participant or other transferee of any Bank's rights shall
be entitled to receive any greater payment under Section 8.03 or 8.04 than such
Bank would have been entitled to receive with respect to the rights transferred,
unless such transfer is made by reason of the provisions of Section 8.02, 8.03
or 8.04 requiring such Bank to designate a different Applicable Lending Office
under certain circumstances or at a time when the circumstances giving rise to
such greater payment did not exist.

SECTION 11.07. COLLATERAL. Each of the Banks represents to the
Administrative Agent and each of the other Banks that it in good faith is not
relying upon any "MARGIN STOCK" (as defined in Regulation U) as collateral in
the extension or maintenance of the credit provided for in this Agreement.

SECTION 11.08. CONFIDENTIALITY. The Administrative Agent and each Bank
agrees to keep any information delivered or made available by the Borrower
pursuant to this Agreement confidential from anyone other than persons employed
or retained by such Bank and its affiliates who are engaged in evaluating,
approving, structuring or administering the credit facility contemplated hereby;
PROVIDED that nothing herein shall prevent any Bank from disclosing such
information (a) to any other Bank or to the Administrative Agent, (b) to any
other Person if reasonably incidental to the administration of the credit
facility contemplated hereby, (c) upon the order of any court or administrative
agency, (d) upon the request or demand of any regulatory agency or authority,
(e) which had been publicly disclosed other than as a result of a disclosure by
the Administrative Agent or any Bank prohibited by this Agreement, (f) in
connection with any litigation to which the Administrative Agent, any Bank or
its subsidiaries or Parent may be a party, (g) to the extent necessary in
connection with the exercise of any remedy hereunder, (h) to such Bank's or
Administrative Agent's legal counsel and independent auditors and (i) subject to
provisions substantially similar to those contained in this Section 11.08, to
any actual or proposed Participant or Assignee.

SECTION 11.09. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement
and each Note shall be construed in accordance with and governed by the law of
the State of New York. Each Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City for purposes
of all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. Each Borrower irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have

to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

SECTION 11.10. COUNTERPARTS; INTEGRATION. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.

SECTION 11.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS, THE SWINGLINE BANKS AND THE BANKS, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

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.

IMC GLOBAL INC.

By /s/ Xxxx Xxxxxxxx
---------------------------------------
Title: Assistant Treasurer
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Assistant Treasurer
Telecopy number: 000-000-0000

COMMITMENTS

$45,500,000 XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
Individually and as Administrative Agent

By /s/ Xxxxxxx X. Xxxx
----------------------------------------
Title: Vice President
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Loan Department
Telex number 177615 MGT
Telecopy number: (000) 000-0000

$45,500,000 THE CHASE MANHATTAN BANK,
Individually and as Co-Syndication Agent

By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President

COMMIMENTS

$45,500,000 NATIONSBANK, N.A., Individually
and as Co-Syndication Agent

By /s/ Xxxxxxx X. Xxxxxx, Xx.
----------------------------------------
Title: Vice President

$45,500,000 ROYAL BANK OF CANADA,
Individually and as Documentation Agent

By /s/ Xxxxxx XxxXxxxxx
---------------------------------------
Title: Manager

$39,000,000 CREDIT AGRICOLE INDOSUEZ,
Individually and as Managing Agent

By /s/ Xxxxxxxxx X. Xxxxxx
---------------------------------------
Title: First Vice President

By /s/ W. Xxxxx Xxxxxx
---------------------------------------
Title: First Vice President

$32,500,000 XXXXXX TRUST AND SAVINGS BANK,
Individually and as Managing Agent

By /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Title: Vice President

COMMITMENTS

$6,500,000 THE BANK OF MONTREAL,
Individually and as Managing Agent

By /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Title: Director

$34,125,000 THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Co-Agent

By /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Title: Vice President

$34,125,000 THE NORTHERN TRUST COMPANY,
Individually and as Co-Agent

By /s/ Xxxxx F.T. Monhart
---------------------------------------
Title: Vice President

$29,250,000 ABN-AMRO BANK N.V.

By /s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: Group Vice President

By /s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: Vice President

$29,250,000 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION

COMMITMENTS

By /s/ X. Xxxxxx Queen
---------------------------------------
Title: Managing Director

$29,250,000 BANQUE NATIONALE DE PARIS

By /s/ Xxxxxx Xxxxxx du Bocage
---------------------------------------
Title: Executive Vice President and
General Manager

$29,250,000 THE BANK OF NEW YORK

By /s/ Xxxx X. Xxxxx, Xx.
---------------------------------------
Title: Vice President

$22,750,000 THE BANK OF TOKYO-MITSUBISHI, LTD. CHICAGO BRANCH

By /s/ Xxxxxx Xxxxxxxx
---------------------------------------
Title: Deputy General Manager

$22,750,000 FIRST UNION NATIONAL BANK

By /s/ Xxxxxx X. Xxxx
---------------------------------------
Title: Vice President

COMMITMENTS

$22,750,000 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH

By /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Title: Senior Vice President

By /s/ M. Xxxxxxxxx Xxxxxx
---------------------------------------
Title: Vice President

$22,750,000 THE SAKURA BANK, LIMITED, CHICAGO BRANCH

By /s/ Xxxxx Xxxxx
---------------------------------------
Title: Assistant General Manager

$22,750,000 STANDARD CHARTERED BANK

By /s/ Xxxxxxxx XxXxxxx
---------------------------------------
Title: Vice President

By /s/ X.X. Xxxxxx
---------------------------------------
Title: Vice President

$22,750,000 SUNTRUST BANK, ATLANTA

By /s/ Xxxxx X. Xxxxx
---------------------------------------
Title: Assistant Vice President

By /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Title: Vice President

$22,750,000 THE DAI-ICHI KANGYO BANK, LTD., CHICAGO BRANCH

By /s/ Seiichiro Ino
---------------------------------------
Title: Vice President

$22,750,000 MARINE MIDLAND BANK

By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Vice President

$22,750,000 THE INDUSTRIAL BANK OF JAPAN, LIMITED

By /s/ Xxxxxx X. Xxxxx
---------------------------------------
Title: Senior Vice President and
Deputy General Manager
------------------
Total Commitments

$650,000,000
==================

PRICING SCHEDULE

The "EURO-DOLLAR MARGIN" and the "FACILITY FEE RATE" for any day are the
respective percentages set forth below in the applicable row under the column
corresponding to the Status that exists on such day; PROVIDED that Level II
Status shall be deemed to exist on any day prior to the Conversion Date:

-----------------------------------------------------------------------------
LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
-----------------------------------------------------------------------------
Facility Fee Rate .07% .085% .11% .15% .25%
-----------------------------------------------------------------------------
Euro-Dollar Margin .155% .19% .215% .275% .425%
-----------------------------------------------------------------------------

For purposes of this Schedule, the following terms have the following
meanings, subject to the last paragraph of this Schedule:

"CONVERSION DATE" means the earliest to occur of (i) September 30, 1998,
(ii) the date (if any) on which the Debt of the Company and its Consolidated
Subsidiaries determined on a consolidated basis ("CONSOLIDATED DEBT") exceeds
45% of the sum of Consolidated Debt and Consolidated Net Worth, (iii) the date
the acquisition of Xxxxxx Chemical Group, Inc. becomes effective and (iv) the
date (if any) on which the Company is rated BBB- or lower by S&P or Baa3 or
lower by Xxxxx'x.

"LEVEL I STATUS" exists at any date if, at such date, the Company is rated
A- or higher by S&P OR A3 or higher by Xxxxx'x.

"LEVEL II STATUS" exists at any date if, at such date, (i) the Company is
rated BBB+ or higher by S&P OR Baa1 or higher by Xxxxx'x and (ii) Level I Status
does not exist.

"LEVEL III STATUS" exists at any date if, at such date, (i) the Company is
rated BBB or higher by S&P OR Baa2 or higher by Xxxxx'x and (ii) neither Level I
Status nor Level II Status exists.

"LEVEL IV STATUS" exists at any date if, at such date, (i) the Company is
rated BBB- by S&P OR Baa3 by Xxxxx'x and (ii) neither Level I Status, Level II
Status nor Level III Status exists.

"LEVEL V STATUS" exists at any date if, at such date, no other Status
exists.

"STATUS" refers to the determination of which of Level I Status, Level II
Status, Level III Status, Level IV Status or Level V Status exists at any date.

The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the Company
without third-party credit enhancement, whether or not any such debt securities
are actually outstanding, and any rating assigned to any other debt security of
the Company shall be disregarded. The rating in effect at any date is that in
effect at the close of business on such date. If the Company is split-rated and
the ratings differential is one notch, the higher of the two ratings will apply
(E.G., A-/Baa1 results in Level I Status and BBB+/Baa2 results in Level II
Status). If the Company is split-rated and the ratings differential is more
than one notch, the average of the two ratings (or the higher of two
intermediate ratings) shall be used (E.G., A-/Baa3 results in Level II Status
and BBB+/Baa3 results in Level III Status). If at any date, the Company's long-
term debt is rated by neither S&P nor Xxxxx'x, then Level V shall apply.

SCHEDULE I

EXISTING CREDIT AGREEMENTS

1) Credit Agreement dated as of February 28, 1996, by and among the
Company, IMC Global Operations Inc. ("Global Operations"), a Delaware
corporation, International Minerals & Chemical (Canada) Global Limited, a
corporation organized under the federal laws of Canada ("IMC Canada"), Kalium
Canada, Ltd., a corporation organized under the federal laws of Canada
("Kalium"), and Central Canada Potash, Inc., a Delaware corporation ("CCP"; and,
together with Global, Global Operations, IMC Canada and Kalium, the
"Borrowers"), the Company and the Subsidiary Guarantors (the "Guarantors"), the
banks and financial institutions (the "Lenders") listed on the signature pages
thereof, Citibank, N.A. ("Citibank"), as U.S. administrative agent (the "U.S.
Administrative Agent") and documentation agent (the "Documentation Agent"),
Citibank Canada ("Citibank Canada"), as Canadian administrative agent (the
"Canadian Administrative Agent"), Nationsbanc Capital Markets, Inc., as
syndication agent (the "Syndication Agent", and together with the U.S.
Administrative Agent, the Documentation Agent and the Canadian Administrative
Agent, the "Agents") and Citicorp Securities, Inc. and Nationsbanc Capital
Markets, Inc., as Arrangers, as amended by an Amendment No. 1 dated as of
September 30, 1996 (as amended, restated, supplemented or otherwise modified as
of the date hereof, the "Citibank Credit Agreement").

2) Credit Agreement dated as of February 9, 1994, among Agrico, the
financial institutions from time to time parties thereto, and NationsBank, N.A.
(formerly known as NationsBank of North Carolina, N.A.) as agent (as amended,
restated, or supplemented or otherwise modified as of the date hereof, the
"NationsBank Credit Agreement").

3) Revolving Loan Agreement, dated as of May 10, 1996, as amended by a
First Amendment, dated as of August 30, 1996, between Agrico and Bank of America
Illinois ("Bank of America")(as amended, restated, supplemented or otherwise
modified as of the date hereof, the "Bank of America Credit Agreement").

4) Amended and Restated Credit Agreement, dated as of October 23, 1996,
between Agrico and NationsBank, N.A., as amended by an Amendment No. 1, an
Amendment No. 2 and an Amendment No. 3, dated as of February 4, 1997, April 28,
1997 and July 31, 1997, respectively (as so amended and as amended, restated,
supplemented or otherwise modified as of the date hereof, the "NationsBank Line
of Credit").

5) Second Amended and Restated Credit Agreement, dated as of November 14,
1996, among FTX and FRP, as borrowers, the financial institutions from time to
time parties thereto, The Chase Manhattan Bank (successor by merger to Chemical
Bank) and the Chase Manhattan Bank (National Association), as administrative
agent and as collateral agent and as documentary agent (as amended, restated,
supplemented or otherwise modified as of the date hereof, the "FTX/FRP Credit
Agreement").

SCHEDULE II

EXISTING LETTERS OF CREDIT

ACCOUNT PARTIES:

ISSUER AMOUNT BENEFICIARY RENEWAL
DATE

IMC AGRICO

NationsBank, N.A. $2,832,500 National Union 05/31/98

NationsBank, N.A. $570,000 National Union 05/31/98

NationsBank, N.A. $4,750,000 Xxxxxxxx Phosphate 12/31/97

IMC GLOBAL OPERATIONS INC.

NationsBank, N.A. $2,683,980 National Union 12/02/98

NationsBank, N.A. $625,000 National Union 12/02/98

NationsBank, N.A. $250,000 State of Vermont 12/02/98

NationsBank, N.A. $500,000 National Union 12/02/98

Cooperatieve Centrale
Raiffeisen-Boerenleenbank
B.A., "Rabobank
Nederland", New
York Branch $12,628,563 Dai-Ichi Bank 03/17/98

Cooperatieve Centrale
Raiffeisen-Boerenleenbank
B.A., "Rabobank
Nederland", New
York Branch $2,751,485 Bank of New York 02/16/98

THE VIGORO CORPORATION

Xxxxxx Trust and
Savings Bank $1,538,525 TIG Insurance Co. 06/30/98
(formerly Transamerica)

Royal Bank of
Canada $40,000 O & L Real Estate, 07/31/98
LLC

IMC AGRIBUSINESS INC.

Xxxxxx Trust and
Savings Bank $3,934,932 City of Marsailles 01/01/98

Xxxxxx Trust and
Savings Bank $4,459,590 Port Authority of 11/01/98
Cincinnati & Xxxxxxxx
County, Ohio

Xxxxxx Trust and
Savings Bank $2,203,562 Decatur County 08/31/98
Bainbridge

Harris Trust and
Savings Bank $600,000 National Union Fire 10/31/98
Insurance Company

Xxxxxx Trust and
Savings Bank $553,634 Home Indemnity 11/30/97
Insurance Company

Xxxxxx Trust and
Savings Bank $546,000 St. Xxxx Fire and 02/27/98
Marine Insurance
Company

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FIVE-YEAR CREDIT AGREEMENT dated as of

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