364-DAY

EXHIBIT 10.59
[COMPOSITE CONFORMED COPY AS
AMENDED BY AMENDMENT NO. 1]

$350,000,000

364-DAY

CREDIT AGREEMENT

dated as of

December 14, 1998

among

IMC Global Inc.,

The Banks, Managing Agents and
Co-Agents Listed Herein,

and

▇▇▇▇▇▇ Guaranty Trust Company of New York,
as Administrative Agent

▇.▇. ▇▇▇▇▇▇ Securities Inc.,
Arranger

TABLE OF CONTENTS

Page
ARTICLE 1 Definitions

Section 1.01. Definitions 1
Section 1.02. Accounting Terms and Determinations . 13
Section 1.03. Types of Borrowings . . . . . . . . . 13

ARTICLE 2 The Credits

Section 2.02. Notice of Committed Borrowings 15
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 . . . . . . . . . . 21
Section 2.07. Interest Rates. . . . . . . . . . . . 21
Section 2.08. Facility Fees . . . . . . . . . . . . 23
Section 2.09. Optional Termination or Reduction of Commitments 23
Section 2.10. Method of Electing Interest Rates . . 23
Section 2.11. Scheduled Termination of Commitments. 25
Section 2.12. Optional Prepayments. . . . . . . . . 25
Section 2.13. General Provisions as to Payments . . 26
Section 2.14. Funding Losses. . . . . . . . . . . . 26
Section 2.15. Computation of Interest and Fees. . . 27
Section 2.16. Regulation D Compensation . . . . . . 27
Section 2.17. Foreign Costs . . . . . . . . . . . . 28

ARTICLE 3 Conditions

Section 3.01. Effectiveness 28
Section 3.02. Borrowings. . . . . . . . . . . . . . 29
Section 3.03. First Borrowing by Each Eligible Subsidiary 30

ARTICLE 4 Representations and Warranties

Section 4.01. Corporate Existence and Power 31
Section 4.02. Corporate and Governmental Authorization;
No Contravention 31
Section 4.03. Binding Effect. . . . . . . . . . . . 31
Section 4.04. Financial Information . . . . . . . . 31

Section 4.05. Litigation. . . . . . . . . . . . . . 32
Section 4.06. Compliance with Laws. . . . . . . . . 32
Section 4.07. Environmental Matters . . . . . . . . 33
Section 4.08. Taxes . . . . . . . . . . . . . . . . 33
Section 4.09. Subsidiaries. . . . . . . . . . . . . 33
Section 4.10. Regulatory Restrictions on Borrowing. 33

Section 4.11. Full Disclosure . . . . . . . . . . . 34
Section 4.12. Year 2000 . . . . . . . . . . . . . . 34

ARTICLE 5 Covenants

Section 5.01. Information 35
Section 5.02. Payment of Obligations. . . . . . . . 37
Section 5.03. Maintenance of Property; Insurance. . 37
Section 5.04. Conduct of Business and Maintenance of Existence 37
Section 5.05. Compliance with Laws. . . . . . . . . 38
Section 5.06. Inspection of Property, Books and Records 38
Section 5.07. Mergers and Sales of Assets . . . . . 38
Section 5.08. Use of Proceeds . . . . . . . . . . . 39
Section 5.09. Negative Pledge . . . . . . . . . . . 39
Section 5.10. Debt of Subsidiaries. . . . . . . . . 40
Section 5.11. Transactions with Affiliates. . . . . 41
Section 5.12. Leverage Ratio. . . . . . . . . . . . 41

ARTICLE 6 Defaults

Section 6.01. Events of Default 42
Section 6.02. Notice of Default . . . . . . . . . . 45

ARTICLE 7 The Administrative Agent

Section 7.01. Appointment and Authorization 45
Section 7.02. Administrative Agent and Affiliates . 45
Section 7.03. Action by Administrative Agent. . . . 45
Section 7.04. Consultation with Experts . . . . . . 45
Section 7.05. Liability of Administrative Agent . . 45
Section 7.06. Indemnification . . . . . . . . . . . 46
Section 7.07. Credit Decision . . . . . . . . . . . 46
Section 7.08. Successor Administrative Agent. . . . 46
Section 7.09. Administrative Agent's Fees . . . . . 47
Section 7.10. Other Agents. . . . . . . . . . . . . 47

ARTICLE 8 Change in Circumstances

Section 8.01. Basis for Determining Interest
Rate Inadequate or Unfair 47
Section 8.02. Illegality. . . . . . . . . . . . . . 48

Section 8.03. Increased Cost and Reduced Return . . 48
Section 8.04. Taxes . . . . . . . . . . . . . . . . 50
Section 8.05. Base Rate Loans Substituted for Affected
Fixed Rate Loans 52
Section 8.06. Substitution of Bank. . . . . . . . . 53

ARTICLE 9 Representations and Warranties of Eligible Subsidiaries

Section 9.01. Corporate Existence and Power 54
Section 9.02. Corporate and Governmental Authorization;
Contravention 54
Section 9.03. Binding Effect. . . . . . . . . . . . 54
Section 9.04. Taxes . . . . . . . . . . . . . . . . 54

ARTICLE 10 Guaranty

Section 10.01. The Guaranty 55
Section 10.02. Guaranty Unconditional . . . . . . . 55
Section 10.03. Discharge Only Upon Payment In Full;
Reinstatement In Certain Circumstances 56
Section 10.04. Waiver by the Company. . . . . . . . 56
Section 10.05. Subrogation. . . . . . . . . . . . . 56
Section 10.06. Stay of Acceleration . . . . . . . . 57

ARTICLE 11 Miscellaneous

Section 11.01. Notices. 57
Section 11.02. No Waivers . . . . . . . . . . . . . 57
Section 11.03. Expenses; Indemnification. . . . . . 57
Section 11.04. Sharing of Set-offs. . . . . . . . . 58
Section 11.05. Amendments and Waivers . . . . . . . 59
Section 11.06. Successors and Assigns . . . . . . . 59
Section 11.07. Collateral . . . . . . . . . . . . . 61
Section 11.08. Confidentiality. . . . . . . . . . . 61
Section 11.09. Governing Law; Submission to Jurisdiction 61
Section 11.10. Counterparts; Integration. . . . . . 62
Section 11.11. Waiver of Jury Trial . . . . . . . . 62

PRICING SCHEDULE

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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇,
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
EXHIBIT M - Form of Extension Agreement

364-DAY
CREDIT AGREEMENT

364-DAY CREDIT AGREEMENT dated as of December 14, 1998 among IMC
GLOBAL INC., the BANKS, MANAGING AGENTS and CO-AGENTS listed on the
signature pages hereof, and ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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.

"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 and
(iii) in the case of its Bid Rate Loans, its Bid Rate Lending Office.

"Approved Officer" means the president, the 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), each substitute financial institution which
becomes a Bank pursuant to Section 2.01(b) 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 Committed 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 are to the Borrower to which such Loan is or is to be
made. 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 or substitute financial institution which becomes a Bank
pursuant to Section 11.06(c) or 2.01(b), 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) or 2.01(b).

"Committed 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 "Committed 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.

"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.

"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.

"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 Committed 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 ▇▇▇▇▇▇ Guaranty Trust Company of New York, Royal Bank of Canada, The
Chase Manhattan Bank and Bank of America.

"Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.16.

"Events of Default" has the meaning set forth in Section 6.01.

"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 ▇▇▇▇▇▇
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 or Bid Rate Loans
(excluding Bid Rate (Indexed) Loans bearing interest at the Base Rate)
or any combination of the foregoing.

"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.

"▇▇▇▇▇▇ Chemical Acquisition" means, collectively, the merger of
▇▇▇▇▇▇ Chemical Group with and into IMC Merger Sub Inc., a wholly-owned
Subsidiary of the Company, with ▇▇▇▇▇▇ Chemical Group as the survivor
thereof, pursuant to the certain Agreement and Plan of Merger, dated
December 11, 1997, by and among the Company, IMC Merger Sub, Inc. and
▇▇▇▇▇▇ Chemical Group, and the acquisition, directly or indirectly, by
the Company of all of the outstanding shares of ▇▇▇▇▇▇ Chemical
Australia Pty Limited pursuant to the Sale and Purchase Agreement made
as of December 11, 1997 among Prudential Asset Management Asia Limited,
DGHA Persons and Trusts named therein, Search Investment NV, ▇▇▇▇▇▇
Chemical Australia Pty Limited, Marsupial L.L.C., Marsupial-II L.L.C.,
Soda Ash (L) BHD, Manager Shareholders named therein and the Company.

"▇▇▇▇▇▇ Chemical Group" means ▇▇▇▇▇▇ Chemical Group Inc., a
Delaware corporation.

"IMC Inorganic Chemicals Inc." means IMC Inorganic Chemicals Inc.,
a Delaware corporation,
formerly known as ▇▇▇▇▇▇ Chemical Group, Inc.

"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 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:

(3) 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.

"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 Administrative Agent 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.

"Moody's" means ▇▇▇▇▇'▇ 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).

"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.

"PLP" means Phosphate Resource Partners Limited Partnership, a
Delaware limited partnership, and its successors.

"Pricing Schedule" means the schedule annexed hereto denominated
as such.

"Prime Rate" means the rate of interest publicly announced by
▇▇▇▇▇▇ 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 aggregate unpaid
principal amount of the Loans.

"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
▇▇▇▇▇▇-▇▇▇▇ 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.

"Termination Date" means December 13, 1999 or such later date to
which the Revolving Credit Period shall have been extended pursuant to
Section 2.01(b), or, if any 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.

"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 or
a Bid Rate Borrowing (excluding any such Borrowing consisting of 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 "Committed 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) 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 at any one
time outstanding to all Borrowers shall not exceed the amount of its
Commitment. Each Borrowing under this subsection (a) 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 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) The Revolving Credit Period may be extended, in the manner set
forth in this subsection 2.01(b), in each case for a period of 364 days
from the Termination Date then in effect. If the Company wishes to
request an extension of the Revolving Credit Period, it shall give
written notice to that effect to the Administrative Agent not less than
45 nor more than 90 days prior to such Termination Date then in effect,
whereupon the Administrative Agent shall promptly notify each of the
Banks of such notice. Each Bank shall respond to such request, whether
affirmatively or negatively, within 30 days; provided that no such
response shall be due more than 30 days prior to the Termination Date
then in effect. If a Bank or Banks respond negatively or fail to
timely respond to such request, but such non-extending Bank(s) have

Commitment(s) totaling less than 33-1/3% of the aggregate amount of the
Commitments, the Company shall, until the third Domestic Business Day
prior to the Termination Date then in effect, have the right, with the
assistance of the Administrative Agent, to seek a mutually satisfactory
substitute financial institution or financial institutions (which may
be one or more of the Banks) to assume the Commitment(s) of such
non-extending Bank(s). Not later than the third Domestic Business Day
prior to the Termination Date then in effect, the Company shall, by
notice to the Banks through the Administrative Agent, either (i)
terminate, effective on the Termination Date then in effect,
the Commitment(s) of such non-extending Bank(s), whereupon the
aggregate amount of such Commitment(s) shall be assumed by a substitute
financial institution or financial institutions on the Termination Date
then in effect, (ii) withdraw its request for an extension of the
Revolving Credit Period, or (iii) so long as no Event of Default shall
have occurred and be continuing, terminate, effective on the
Termination Date then in effect, the Commitment(s) of any such
non-extending Bank(s) which shall not be assumed by a substitute
financial institution or financial institutions on the Termination Date
then in effect, whereupon the aggregate Commitment(s) shall be
permanently reduced by the aggregate amount of such non-extending
Bank(s)'s Commitment(s)as of the Termination Date then in effect. The
failure of the Company to timely take the actions contemplated by the
preceding sentence shall be deemed a withdrawal of its request for an
extension whether or not notice to such effect is given. So long as
Banks having Commitment(s)totaling not less than 66-2/3% of the
aggregate amount of the Commitment(s) shall have responded
affirmatively to such a request, and such request is not withdrawn in
accordance with the preceding sentence, then, subject to receipt by the
Administrative Agent of counterparts of an Extension Agreement in
substantially the form of Exhibit M duly completed and signed by each
of the Administrative Agent, the Company and each Bank electing to
extend the Revolving Credit Period, the Revolving Credit Period shall
be extended for the period specified above.

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 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 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 bear
interest initially at the Base Rate or a Euro-Dollar Rate; and,

(d) in the case of a Euro-Dollar 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 Rates (General), 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) Margin 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 Rates
(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 Committed 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 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 Bank(s) 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) 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.

(e) 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
presumptively correct in the absence of manifest error.

Section 2.08. Facility Fees. (a) 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 shall be repaid in their entirety, on the daily average
aggregate outstanding principal amount of the Loans.

(b) 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
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 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.

Section 2.10. Method of Electing Interest Rates. (a) The Loans
included in each Committed 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 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 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. 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 2.16 (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 2.17. Foreign Costs. (a) If the cost to any Bank of
making or maintaining any Loan 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 is organized 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)
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the Company, substantially in the
form of Exhibit E-1 hereto and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 ▇▇▇▇▇
▇▇▇▇ & ▇▇▇▇▇▇▇▇, 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; and

(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;
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 December 21, 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. The obligation of any Bank to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:

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

(b) the fact that, immediately after such Borrowing, the
aggregate outstanding principal amount of the Loans will not exceed the
aggregate amount of the Commitments;

(d) the fact that the representations and warranties (other than
(i) the representation and warranty set forth in Section 4.04(c) in the
case of a Borrowing which does not result in an increase in the
aggregate outstanding principal amount of the Loans, (ii) the
representations and warranties set forth in Sections 4.04(a) and
4.04(b) and (iii) the representations and warranties set forth in
Section 4.12 in the case of a Borrowing after December 31, 2000) 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.

Each Borrowing 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 as to the facts specified
in clauses (b), (c) and (d) of this Section.

Section 3.03. First Borrowing by Each Eligible Subsidiary. The
obligation of each Bank to make a Loan on the occasion of the first
Borrowing by 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 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, 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 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
December 31, 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 are
included in the Company's Form 10-K for the period ended December 31,
1997 and have been delivered to each of the Banks, fairly present in
all material respects, 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) The financial statements presented in the Company's Form 10-Q
for the period ended September 30, 1998, which the Company has filed
with the Securities and Exchange Commission, copies of which have been
delivered to each of the Banks, fairly present in all material respects
on a basis consistent with the financial statements referred to in
Section 4.04(a), 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 nine-month period
(subject to normal year-end audit adjustments and the absence of full
footnotes).

(c) Since September 30, 1998, 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 December 31, 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, 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 December 31, 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.

Section 4.12. Year 2000. Any reprogramming required to permit
the proper functioning, in and following year 2000, of (a) the
Company's computer systems and (b) equipment containing embedded
microchips (including systems and equipment supplied by others
or with which the Company's systems interface) and the testing of all
such systems and equipment, as so reprogrammed, will be completed in a
timely fashion. The cost to the Company of such reprogramming and
testing and of the reasonably foreseeable consequences of year 2000 to
the Company (including, without limitation, reprogramming errors and
the failure of others' systems or equipment) will not result in a
Default or a Material Adverse Effect. Except for such of the
reprogramming referred to in the preceding sentence as may be
necessary, the computer and management information systems of the
Company and its Subsidiaries are and, with ordinary course upgrading
and maintenance, will continue for the term of this Agreement, to be
sufficient to permit the Company to conduct its business without
Material Adverse Effect.

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: 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 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
legal existence of any Subsidiary (other than an Eligible Subsidiary
with obligations with respect to Loans 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 AgriBusiness 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, (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, and (v) the sale of assets acquired in or as a direct
result of the ▇▇▇▇▇▇ Chemical Acquisition.

Section 5.08. Use of Proceeds. The proceeds of the Loans made
under this Agreement will be used by the Borrowers for general
corporate purposes, including without limitation the refinancing of
Acquisitions. None of such proceeds will be used in violation of
Regulation 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, (iv)
of PLP in an aggregate principal amount not exceeding $300,000,000
outstanding on December 15, 1997 (but not any refinancing thereof), (v)
of ▇▇▇▇▇▇ Chemical North America, Inc. and its Subsidiaries arising out
of the Argus Utilities sale-leaseback transaction in an aggregate
principal amount not exceeding $71,000,000, or (vi) of IMC
Inorganic Chemicals Inc., formerly known as ▇▇▇▇▇▇ Chemical Group Inc.,
and its Subsidiaries in an aggregate principal amount not exceeding UK
50,000,000) will not at any date exceed 25% 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. Calculations of the Leverage
Ratio shall (i) exclude the pretax nonrecurring charges not in excess
of $325,000,000 incurred by the Company in, and reflected in the
Company's consolidated statement of income for, the fiscal year ended
December 31, 1998 and (ii) disregard classification of the Company's
Agribusiness unit as a discontinued operation.

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 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)
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.

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. ▇▇▇▇▇▇
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 ▇▇▇▇▇▇ 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 borrowing 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 reasonable 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 the Administrative 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 the Administrative 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. Administrative Agent's Fees. The Company shall
pay to the Administrative Agent for its own account fees in the amounts
and at the times previously agreed upon between the Company and the
Administrative Agent.

Section 7.10. Other Agents. Nothing in this Agreement shall
impose 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 Committed 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 any obligation to make Committed Loans 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 2.16)
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 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 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 or its obligations to make
Loans 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 (including any determination by any such authority, central
bank or comparable agency that, for purposes of capital adequacy
requirements, the Commitments hereunder do not constitute commitments
with an original maturity of one year or less), 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 or its obligations to make Loans 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), 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 and the
Administrative Agent (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 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 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 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, the
Administrative Agent, any Bank or any other Person, whether in
connection herewith or with 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 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, the Administrative Agent, any 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 shall have
terminated and the principal of and interest on the Loans 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 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 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 the Administrative 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 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 held by such other Bank, the Bank receiving
such proportionately greater payment shall purchase such participations
in the Loans 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 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, 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 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 any fees hereunder, (iii) postpone the date fixed for any
payment of principal of or interest on any Loan 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, 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 of such Eligible Subsidiary, (y)
accelerate the stated maturity of any outstanding Loan 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. 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 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 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 or the Assignee 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 organized
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 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/ E. ▇▇▇▇ ▇▇▇▇, Jr.
Title: Vice President

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: E. ▇▇▇▇ ▇▇▇▇, Jr.
Vice President & Treasurer
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇

Commitments
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK, $21,750,000
Individually and as Administrative Agent

By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President

▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Loan Department
Telex number: 177615 MGT
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇

THE CHASE MANHATTAN BANK, $21,000,000

Individually and as Managing Agent

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

CITIBANK, N.A., Individually $21,000,000
and as Managing Agent

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney-in-fact

ROYAL BANK OF CANADA, $21,000,000
Individually and as Managing Agent

By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Manager

NATIONSBANK, N.A., $12,780,000
Individually and as Managing Agent

By /s/ ▇. ▇▇▇▇▇▇ Queen
Title: Managing Director

BANK OF AMERICA NATIONAL TRUST $8,220,000
AND SAVINGS ASSOCIATION,
Individually and as Managing Agent

By /s/ ▇. ▇▇▇▇▇▇ Queen
Title: Managing Director

BANQUE NATIONALE DE PARIS, $16,000,000
Individually and as Co-Agent

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

CREDIT AGRICOLE INDOSUEZ, $16,000,000
Individually and as Co-Agent

By /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title: F. V. P., Head of Corporate
Banking, Chicago

By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President

CREDIT LYONNAIS, CHICAGO $16,000,000

BRANCH, Individually and as Co-Agent

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President

THE FIRST NATIONAL BANK OF $16,000,000
CHICAGO, Individually and as Co-Agent

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President

FIRST UNION NATIONAL BANK, $16,000,000
Individually and as Co-Agent

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President

MARINE MIDLAND BANK, $16,000,000
Individually and as Co-Agent

By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President - Officer #9435

MELLON BANK, N.A., Individually $16,000,000

and as Co-Agent

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

THE NORTHERN TRUST COMPANY, $16,000,000
Individually and as Co-Agent

By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

SUNTRUST BANK, ATLANTA, $16,000,000
Individually and as Co-Agent

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

By /s/ F. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President

THE TORONTO DOMINION (Texas), $16,000,000
Inc., Individually and as Co-Agent

By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

ABN AMRO BANK N.V., $15,750,000
Individually and as Participant

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

THE BANK OF NEW YORK, $15,750,000
Individually and as Participant
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President

▇▇▇▇▇▇ TRUST AND SAVINGS BANK, $16,000,000
Individually and as Co-Agent

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: Vice President

THE BANK OF TOKYO-MITSUBISHI, $12,250,000
LTD. CHICAGO BRANCH,
Individually and as Participant

By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Deputy General Manager

COOPERATIEVE CENTRALE $12,250,000
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH, Individually
and as Participant

By /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Credit Officer and
Senior Vice President

By /s/ Michiel V. M. Van der Voort
Title: Vice President

STANDARD CHARTERED BANK, $12,250,000
Individually and as Participant

By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇
Title: Senior Vice President

By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President

Total Commitments $350,000,000
============

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:

▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ LEVEL V
Facility Fee Rate .08% .10% .125% .15% .50%
Euro-Dollar Margin .47% .55% .75% .85% 1.00%

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

"Level I Status" exists at any date if, at such date, the Company
is rated BBB+ or higher by S&P and Baa2 or higher by ▇▇▇▇▇'▇ or Baa1
or higher by ▇▇▇▇▇'▇ and BBB or higher by S&P.

"Level II Status" exists at any date if, at such date, the Company
is rated BBB by S&P and Baa2 by ▇▇▇▇▇'▇.

"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 ▇▇▇▇▇'▇ 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 ▇▇▇▇▇'▇ 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., BBB/Baa3 results in Level III 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., BBB+/Baa3 results in Level III Status, as does
BBB+/Ba1). Notwithstanding the foregoing, the Borrower's senior
unsecured long-term debt must be rated at least BBB by S&P and Baa2 by
▇▇▇▇▇'▇ for either Level I or Level II to apply. If at any date, the
Company's long-term debt is rated by neither S&P nor ▇▇▇▇▇'▇, then
Level V shall apply.

364-DAY

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