Exhibit 10.15





                                   CREDIT AGREEMENT dated as of
                              December 12, 1997, among FREEPORT-McMoRan
                              SULPHUR INC., a Delaware corporation (the
                              "Borrower"); the undersigned financial
                              institutions (collectively, the "Lenders"),
                              THE CHASE MANHATTAN BANK, a New York banking
                              corporation ("Chase"), as administrative
                              agent for the Lenders (in such capacity, the
                              "Administrative Agent"), and as documentary
                              agent for the Lenders (in such capacity, the
                              "Documentary Agent"; the Administrative Agent
                              and the Documentary Agent being,
                              collectively, the "Agents") and HIBERNIA
                              NATIONAL BANK, a national banking association
                              ("Hibernia"), as co-agent for the Lenders
                              (the "Co-Agent").



                         The Borrower has requested the Lenders to extend
               credit to it in order to enable it to borrow on a revolving
               credit basis at any time and from time to time prior to the
               Maturity Date (as herein defined).  The aggregate principal
               amount of all revolving credit loans at any time outstanding
               hereunder shall not exceed $100,000,000.

                         The Lenders are willing to make loans to the
               Borrower upon the terms and subject to the conditions
               hereinafter set forth.


                         NOW, THEREFORE, in consideration of the premises
               and of the mutual covenants herein contained, the parties
               hereto agree as follows:


                                        ARTICLE I

                                       Definitions


                         SECTION 1.01.  Definitions.  As used in this
               Agreement, the following terms have the meanings indicated
               (any term defined in this Article I or elsewhere in this
               Agreement in the singular and used in this Agreement in the
               plural shall include the plural, and vice versa):

                         "Administrative Questionnaire" means an
               Administrative Questionnaire in the form of Exhibit A.

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

                         "Alternate Base Rate" means for any day, a rate
               per annum (rounded upwards, if not already a whole multiple
               of 1/100 of 1%, to the next higher 1/100 of l%) equal to the
               greatest of (a) the Prime Rate in effect on such day,
               (b) the Base CD Rate in effect on such day plus 1% and
               (c) the Federal Funds Effective Rate in effect for such day
               plus 1/2 of 1%.  For purposes hereof, the term "Prime Rate"
               means the rate of interest per annum publicly announced from
               time to time by Chase as its prime rate in effect at its
               principal office in The City of New York; each change in the
               Prime Rate shall be effective on the date such change is
               publicly announced as being effective.  "Base CD Rate" means
               the sum of (x) the product of (i) the Three-Month Secondary
               CD Rate and (ii) Statutory Reserves and (y) the Assessment
               Rate.  "Three-Month Secondary CD Rate" means, for any day,
               the secondary market rate for three-month certificates of
               deposit reported as being in effect on such day (or, if such
               day shall not be a Business Day, the next preceding Business
               Day) by the Board through the public information telephone
               line of the Federal Reserve Bank of New York (which rate
               will, under the current practices of the Board, be published
               in Federal Reserve Statistical Release H.15(519) during the
               week following such day), or, if such rate shall not be so
               reported on such day or such next preceding Business Day,
               the average of the secondary market quotations for three-
               month certificates of deposit of major money center banks in
               New York City received at approximately 10:00 a.m., New York
               City time, on such day (or, if such day shall not be a
               Business Day, on the next preceding Business Day) by the
               Administrative Agent from three New York City negotiable
               certificate of deposit dealers of recognized standing
               selected by it.  "Federal Funds Effective Rate" means, for
               any day, the weighted average of the rates on overnight
               Federal funds transactions with members of the Federal
               Reserve System arranged by Federal funds brokers, as
               published on the next succeeding Business Day by the Federal
               Reserve Bank of New York, or, if such rate is not so
               published for any day which is a Business Day, the average
               of the quotations for the day of such transactions received
               by the Administrative Agent from three Federal funds brokers
               of recognized standing selected by it.  If for any reason
               the Administrative Agent shall have determined (which
               determination shall be conclusive absent manifest error)
               that it is unable to ascertain the Base CD Rate or the
               Federal Funds Effective Rate or both for any reason,
               including the inability or failure of the Administrative
               Agent to obtain sufficient quotations in accordance with the
               terms thereof, the Alternate Base Rate shall be determined
               without regard to clause (b) or (c), or both, of the first
               sentence of this definition, as appropriate, until the
               circumstances giving rise to such inability no longer exist.
                Any change in the Alternate Base Rate due to a change in
               the Prime Rate, the Three-Month Secondary CD Rate or the
               Federal Funds Effective Rate shall be effective on the
               effective date of such change in the Prime Rate, the Three-
               Month Secondary CD Rate or the Federal Funds Effective Rate,
               respectively.

                         "Applicable LIBO Rate" means on a per annum basis,
               in respect of any LIBO Rate Loan, for each day during the
               Interest Period for such Loan, the sum of (i) the LIBO Rate
               as determined by the Administrative Agent plus (ii) the
               Applicable Margin.

                         "Applicable Margin" means, with respect to any
               LIBO Rate Loan or Reference Rate Loan, or with respect to
               the Commitment Fees, as the case may be, the applicable
               percentage set forth on Schedule I under the caption "LIBOR
               Spread", "ABR Spread" or "Commitment Fee Percentage", as the
               case may be, based upon the Leverage Ratio as of the most
               recent determination date; provided that until the delivery
               to the Administrative Agent, pursuant to Section 5.01(a), of
               the Borrower's consolidated financial statements for the
               fiscal year ending December 31, 1997, the "Applicable
               Margin" shall be the applicable rate per annum set forth on
               Schedule I under the caption "Below 2.5x".  For purposes of
               the foregoing, (i) the Leverage Ratio shall be determined as
               of the end of each fiscal quarter of the Borrower's fiscal
               year based upon the Borrower's consolidated financial
               statements delivered pursuant to Section 5.01(a) and
               (ii) each change in the Applicable Rate resulting from a
               change in the Leverage Ratio shall be effective during the
               period commencing on and including the third day after the
               date of delivery to the Administrative Agent of such
               consolidated financial statements indicating such change and
               ending on the date immediately preceding the effective date
               of the next such change; provided that the Leverage Ratio
               shall be deemed to be the applicable rate per annum set
               forth on Schedule I under the caption "Above 3.5x" (x) at
               any time that an Event of Default has occurred and is
               continuing or (y) if the Borrower fails to deliver the
               consolidated financial statements required to be delivered
               by it pursuant to Section 5.01(a), during the period from
               the expiration of the time for delivery thereof until such
               consolidated financial statements are delivered.

                         "Applicable Percentage" of any Lender means the
               percentage set opposite such Lender's name on Schedule II,
               as modified from time to time as provided hereby.

                         "Applicable Reference Rate" means on a per annum
               basis in respect of any Reference Rate Loan, for any day,
               the sum of the Alternate Base Rate plus the Applicable
               Margin.

                         "Assessment Rate" means, with respect to each day
               during an Interest Period, the annual assessment rate
               (rounded upwards, if not already a whole multiple of 1/100
               of l%, to the next highest whole multiple of 1/100 of 1%) in
               effect on such day that is payable by a member of the Bank
               Insurance Fund classified as "well-capitalized" and within
               supervisory subgroup "B" (or a comparable successor risk
               classification) within the meaning of 12 C.F.R. Part 327 (or
               any successor provision) to the Federal Deposit Insurance
               Corporation for insurance by such Corporation of time
               deposits made in dollars at the offices of such member in
               the United States; provided that if, as a result of any
               change in any law, rule or regulation, it is no longer
               possible to determine the Assessment Rate as aforesaid, then
               the Assessment Rate shall be such annual rate as shall be
               determined by the Administrative Agent to be representative
               of the cost of such insurance to the Lenders.

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

                         "Borrowing Date" means, with respect to any Loan
               the date on which such Loan is disbursed.

                         "Business Day" means any day other than a
               Saturday, Sunday or a day on which banks in New York City
               are authorized or required by law to close; provided,
               however, that when used in connection with a LIBO Rate Loan,
               the term "Business Day" shall also exclude any day on which
               banks are not open for dealings in Dollar deposits in the
               London interbank market.

                         "Capitalized Lease Obligation" means the
               obligation of any Person to pay rent or other amounts under
               a lease of (or other agreement conveying the right to use)
               real and/or personal property which obligation is, or in
               accordance with GAAP (including Statement of Financial
               Accounting Standards No. 13 of the Financial Accounting
               Standards Board) is required to be, classified and accounted
               for as a capital lease on a balance sheet of such Person
               under GAAP, and for purposes of this Agreement the amount of
               such obligation shall be the capitalized amount thereof
               determined in accordance with GAAP.

                         "CERCLA" means, collectively, the Comprehensive
               Environmental Response, Compensation, and Liability Act of
               1980, as amended by the Superfund Amendments and
               Reauthorization Act of 1986, 42 U.S.C. SS 9601 et seq.


                         A "Change in Control" shall be deemed to have
               occurred if (a) any Person or group (within the meaning of
               Rule 13d-5 of the SEC as in effect on the Effective Date)
               shall own directly or indirectly, beneficially or of record,
               shares representing 30% or more of the aggregate ordinary
               voting power represented by the issued and outstanding
               capital stock of the Borrower; or (b) a majority of the
               seats (other than vacant seats) on the Board of Directors of
               the Borrower shall at any time be occupied by Persons who
               were not (i) members of the Board of Directors of the
               Borrower on the Effective Date or (ii) appointed as, or
               nominated for election as, directors by a majority of the
               directors who are (x) referred to in clause (i) and
               (y) other directors who are appointed or nominated in
               accordance with this clause (ii).

                         "Closing Date" means December 12, 1997.


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

                         "Commitment" means, with respect to each Lender,
               the commitment of such Lender hereunder to make revolving
               loans as set forth on Schedule II, or in the Commitment
               Transfer Supplement pursuant to which such Lender assumed
               its Commitment, as the same may be permanently terminated or
               reduced from time to time pursuant to Section 2.07 and
               pursuant to assignments by such Lender pursuant to Section
               9.03.  The Commitment of each Lender shall automatically and
               permanently terminate on the Maturity Date.

                         "Commitment Fee", has the meaning assigned to such
               term in Section 2.06(a).

                         "Commitment Termination Date" has the meaning
               assigned to such term in Section 2.06(a).

                         "Commitment Transfer Supplement" means a
               Commitment Transfer Supplement entered into by a Lender and
               an assignee, and accepted by the Administrative Agent, in
               the form of Exhibit B or such other form as shall be
               approved by the Administrative Agent.

                         "Confidential Information Memorandum" means the
               Confidential Information Memorandum of the Borrower dated
               October 17, 1997.

                         "Control" means the possession, directly or
               indirectly, of the power to direct or cause the direction of
               the management or policies of a Person, whether through the
               ownership of voting securities, by contract or otherwise,
               and "Controlling" and "Controlled" shall have meanings
               correlative thereto.

                         "Credit Event" means the making of a Loan.


                         "Debt" of any Person means, without duplication,

               (a) all obligations of such Person for borrowed money,
               (b) all obligations of such Person evidenced by bonds,
               debentures, notes or similar instruments, (c) all
               obligations of such Person for the unearned balance of any
               payment received under any contract outstanding for
               180 days, (d) all obligations of such Person under
               conditional sale or other title retention agreements
               relating to property or assets purchased by such Person,
               (e) all obligations of such Person issued or assumed as the
               deferred purchase price of property or services (excluding
               (x) the Pennzoil Obligations and (y) trade accounts payable
               and accrued obligations incurred in the ordinary course of
               business so long as the same are not 180 days overdue or, if
               overdue, are being contested in good faith and by
               appropriate proceedings), (f) all Debt of others secured by
               (or for which the holder of such Debt has an existing right,
               contingent or otherwise, to be secured by) any Lien on
               property owned or acquired by such Person, whether or not
               the obligations secured thereby have been assumed, (g) all
               Guarantees by such Person of Debt of others, (h) all
               Capitalized Lease Obligations of such Person, (i) all
               recourse obligations of such Person with respect to sales of
               accounts receivable which would be shown under GAAP on the
               balance sheet of such Person as a liability, (j) all
               obligations of such Person as an account party (including
               reimbursement obligations to the issuer of a letter of
               credit) in respect of bankers' acceptances and letters of
               credit Guaranteeing Debt and (k) all noncontingent
               obligations of such Person as an account party (including
               reimbursement obligations to the issuer of a letter of
               credit) in respect of letters of credit other than those
               referred to in clause (j) above.  The Debt of any Person
               shall include the Debt of any partnership in which such
               Person is a general partner but shall exclude obligations
               under leases which are characterized as Operating Leases.

                         "Default" means any event or condition which upon
               the giving of notice or lapse of time or both would become
               an Event of Default.

                         "Dollars" or "$" means United States Dollars.


                         "Domestic Office" means, for any Lender, the
               Domestic Office set forth for such Lender on the signature
               pages hereof, unless such Lender shall designate a different
               Domestic Office by notice in writing to the Administrative
               Agent and the Borrower.

                         "EBITDA" means, for any fiscal quarter, the sum of
               (a) the Borrower's consolidated net income (loss) (before
               deducting minority interests in net income (loss) of
               consolidated subsidiaries, but disregarding all
               extraordinary or unusual noncash items in calculating such
               net income); (b) consolidated interest paid or accrued on
               the Loans to the Borrower and on other consolidated Debt of
               the Borrower during such quarter and deducted in determining
               the Borrower's consolidated net income; and (c) the
               Borrower's consolidated depreciation, depletion and
               amortization charges deducted in computing the Borrower's
               consolidated net income; provided that such calculations of
               items (a) through (c) will exclude items relating to
               Nonrestricted Subsidiaries.

                         "EBITDA Ratio" means at the end of any fiscal
               quarter, the cumulative sum, for the four consecutive fiscal
               quarters ending with such quarter, of (a) the Borrower's
               EBITDA to (b) interest expense and capitalized interest paid
               or accrued on consolidated Debt of the Borrower, including
               the Loans, during such four consecutive fiscal quarters.

                         "Effective Date" means the date on which the
               conditions specified in Article IV are satisfied (or waived
               in accordance with Section 9.07).

                         "environment" shall mean ambient air, surface
               water and groundwater (including potable water, navigable
               water and wetlands), the land surface or subsurface strata
               or as otherwise defined in any Environmental Law.

                         "Environmental Claim" means any written notice of
               violation, claim, demand, order, directive, cost recovery
               action or other cause of action by, or on behalf of, any
               Governmental Authority or any Person for damages, injunctive
               or equitable relief, personal injury (including sickness,
               disease or death), Remedial Action costs, tangible or
               intangible property damage, natural resource damages,
               nuisance, pollution, any adverse effect on the environment
               caused by any Hazardous Material, or for fines, penalties or
               restrictions, resulting from or based upon: (a) the threat
               or existence, or the continuation of the existence, of a
               Release (including sudden or non-sudden, accidental or
               nonaccidental Releases); (b) exposure to any Hazardous
               Material; (c) the presence, use, handling, transportation,
               storage, treatment or disposal of any Hazardous Material; or
               (d) the violation of any Environmental Law or Environmental
               Permit.

                         "Environmental Law" means any and all applicable
               treaties, laws, rules, regulations, codes, ordinances,
               orders, decrees, judgments, injunctions, notices or binding
               agreements issued, promulgated or entered into by any
               Governmental Authority, relating in any way to the
               environment, preservation or reclamation of natural
               resources, the management, Release or threatened Release of
               any Hazardous Material or to health and safety matters,
               including CERCLA, the Solid Waste Disposal Act, as amended
               by the Resource Conservation and Recovery Act of 1976 and
               Hazardous and Solid Amendments of 1984, 42 U.S.C. SS 6901 et
               seq., the Federal Water Pollution Control Act, as amended by
               the Clean Water Act of 1977, 33 U.S.C. 1251 et seq., the
               Clean Air Act of 1970, as amended 42 U.S.C. 7401 et seq.,
               the Toxic Substances Control Act of 1976, 15 U.S.C. SS 2601
               et seq., the Occupational Safety and Health Act of 1970, as
               amended, 29 U.S.C. SS 651 et seq., the Emergency Planning
               and Community Right-to-Know Act of 1986, 42 U.S.C. SS 11001
               et seq., the Safe Drinking Water Act of 1974, as amended,
               42 U.S.C. SS 300(f) et seq., the Hazardous Materials
               Transportation Act, 49 U.S.C. SS 1801 et seq., and any
               similar or implementing state or local law, and all
               amendments or regulations promulgated thereunder.

                         "Environmental Permit" means any permit, approval,
               authorization, certificate, license, variance, filing or
               permission required by or from any Governmental Authority
               pursuant to any Environmental Law.

                         "Equity Payment" means any dividend or
               distribution on, or purchase, redemption or other payment in
               respect of, the capital stock of the Borrower, whether in
               cash or in kind.

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

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

                         "ERISA Event" means (i) any "reportable event", as
               defined in Section 4043 of ERISA or the regulations issued
               thereunder, with respect to a Plan; (ii) the adoption of any
               amendment to a Plan that would require the provision of
               security pursuant to Section 401(a)(29) of the Code;
               (iii) the existence with respect to any Plan of an
               "accumulated funding deficiency" (as defined in Section 412
               of the Code), whether or not waived; (iv) the incurrence of
               any liability under Title IV of ERISA with respect to any
               Plan or Multiemployer Plan, other than any liability for
               contributions not yet due or payment of premiums not yet
               due; (v) the receipt by a Borrower or any ERISA Affiliate
               from the PBGC of any notice relating to the intention of the
               PBGC to terminate any Plan or Plans or to appoint a trustee
               to administer any Plan; (vi) the receipt by a Borrower or
               any ERISA Affiliate of any notice concerning the imposition
               of Withdrawal Liability or a determination that a
               Multiemployer Plan is, or is expected to be, insolvent or in
               reorganization, within the meaning of Title IV of ERISA; and
               (vii) any other similar event or condition with respect to a
               Plan or Multiemployer Plan that could reasonably result in
               liability of a Borrower.

                         "Event of Default" means any Event of Default
               defined in Article VII.

                         "Financial Officer" of any corporation means the
               principal financial officer, principal accounting officer,
               treasurer, assistant treasurer or controller of such
               corporation.

                         "FRP" means Freeport-McMoRan Resource Partners,
               Limited Partnership, a Delaware limited partnership.

                         "GAAP" has the meaning assigned to such term in

                         "Governmental Authority" means any Federal, state,
               local or foreign court or governmental agency, authority,
               instrumentality or regulatory body.

                         "Governmental Rule" means any statute, law,
               treaty, rule, code, ordinance, regulation, permit,
               certificate or order of any Governmental Authority or any
               judgment, decree, injunction, writ, order or like action of
               any court, arbitrator or other judicial or quasi judicial
               tribunal.

                         "Guarantee" means, with respect to any Person, any
               obligation, contingent or otherwise, of such Person
               guaranteeing or having the economic effect of guaranteeing
               any Debt or obligation of any other Person in any manner,
               whether directly or indirectly, and including, without
               limitation, any agreement or obligation (i) to pay dividends
               or other distributions upon the stock of such other Person,
               or any obligation of such other Person, direct or indirect,
               (ii) to purchase or pay (or advance or supply funds for the
               purchase or payment of) such Debt or obligation or to
               purchase (or advance or supply funds for the purchase of)
               any security for the payment of such Debt, obligation,
               dividend or distribution, (iii) to purchase or lease
               property, securities or services for the purpose of assuring
               the owner of such Debt or obligation or the holder of such
               stock of the payment of such Debt, obligation, dividend or
               distribution including, without limitation, any take-or-pay
               contract or agreement to buy a minimum amount or quantity of
               production or to provide an operating subsidy which, in each
               case, is utilized for a third party financing, or (iv) to
               maintain working capital, equity capital or any other
               financial statement condition of the primary obligor, so as
               to enable the primary obligor to pay such Debt, obligation,
               dividend or distribution; provided, however, that the term
               Guarantee shall not include any endorsement for collection
               or deposit in the ordinary course of business.

                         "Hazardous Materials" means all explosive or
               radioactive materials, substances or wastes, hazardous or
               toxic materials, substances or wastes, pollutants, solid,
               liquid or gaseous wastes, including petroleum or petroleum
               distillates, asbestos or asbestos-containing materials,
               polychlorinated biphenyls ("PCBs") or PCB-containing
               materials or equipment, radon gas, infectious or medical
               wastes and all other substances or wastes of any nature
               regulated pursuant to any Environmental Law.

                         "Hedge Agreement" means any interest rate,
               currency or commodity swap, cap, floor or collar agreement
               or similar hedging arrangement providing for the transfer or
               mitigation of interest rate, commodity price or currency
               value or exchange rate risks, either generally or under
               specific contingencies.

                         "Interest Payment Date" means (i) as to any
               Reference Rate Loan, the next succeeding March 31, June 30,
               September 30 or December 31 (subject to Section 2.16), or if
               earlier, the Maturity Date, and (ii) as to any LIBO Rate
               Loan, the last day of the Interest Period applicable to such
               Loan (and, in the case of any Interest Period of more than
               three months' duration, the date that would be the last day
               of such Interest Period if such Interest Period were of
               three months' duration) and the date of any continuation or
               conversion of any Loan as or into a Loan of the same or a
               different type.

                         "Interest Period" means (i) as to any LIBO Rate
               Loan, the period commencing on the date of such LIBO Rate
               Loan or on the last day of the immediately preceding
               Interest Period applicable to such Loan, as the case may be,
               and ending on the numerically corresponding day (or, if
               there is no numerically corresponding day, on the last day)
               in the calendar month that is one, two, three or six months
               thereafter, as the Borrower may elect, and (ii) as to any
               Reference Rate Loan, the period commencing on the date of
               such Reference Rate Loan or on the last day of the
               immediately preceding Interest Period applicable to such
               Loan, as the case may be, and ending on the earliest of
               (x) the next succeeding March 31, June 30, September 30 or
               December 31, (y) the Maturity Date and (z) the date such
               Loan is prepaid or converted as permitted hereby; provided,
               however, that (1) if any Interest Period would end on a day
               that shall not be a Business Day, such Interest Period shall
               be extended to the next succeeding Business Day unless, with
               respect to LIBO Rate Loans only, such next succeeding
               Business Day would fall in the next calendar month, in which
               case such Interest Period shall end on the next preceding
               Business Day, (2) no Interest Period with respect to any
               Loan shall end later than the Maturity Date and (3) interest
               shall accrue from and including the first day of an Interest
               Period to but excluding the last day of such Interest
               Period.

                         "Lender" means each financial institution
               signatory hereto and its successors and permitted assigns
               under Section 9.03.

                         "Leverage Ratio" means, on any date, the ratio of
               (a) Total Debt as of such date to (b) EBITDA for the period
               of four consecutive fiscal quarters of the Borrower most
               recently ended as of such date, all determined on a
               consolidated basis in accordance with GAAP.

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

                         "LIBO Rate Loan" means any Loan for which interest
               is determined, in accordance with the provisions hereof, at
               the Applicable LIBO Rate.

                         "LIBOR Office" means, for any Lender, the LIBOR
               Office set forth for such Lender on the signature pages
               hereof or as otherwise notified in writing to the
               Administrative Agent and the Borrower, unless such Lender
               shall designate a different LIBOR Office by notice in
               writing to the Administrative Agent and the Borrower.

                         "Lien" means with respect to any asset, (a) a
               mortgage, deed of trust, lien, pledge, encumbrance, charge
               or security interest in or on such asset, (b) the interest
               of a vendor or a lessor under any conditional sale
               agreement, capital lease or title retention agreement
               relating to such asset, (c) in the case of securities, any
               purchase option, call or similar right of a third party with
               respect to such securities and (d) other encumbrances of any
               kind, including, without limitation, production payment
               obligations.

                         "Loan" means any loan made pursuant to
               Section 2.01.

                         "Loan Documents" means this Agreement and all
               other agreements, certificates and instruments now or
               hereafter entered into in connection therewith or in
               furtherance thereof, in each case as amended and modified
               from time to time.

                         "Margin Stock" has the meaning assigned to such
               term in Regulation U.

                         "Material Adverse Effect" means (a) a materially
               adverse effect on the business, assets, operations,
               prospects or condition, financial or otherwise, of the
               Borrower and its Restricted Subsidiaries taken as a whole,
               (b) material impairment of the ability of the Borrower or
               any of its Subsidiaries to perform any of its obligations
               under any Loan Document to which it is or will be a party or
               (c) material impairment of the rights of or benefits
               available to the Lenders under any Loan Document.

                         "Maturity Date" means the fifth anniversary of the
               Effective Date, or, if earlier, the date of termination of
               the Commitments pursuant to the terms hereof.

                         "Multiemployer Plan" means a multiemployer plan as
               defined in Section 4001(a)(3) of ERISA to which the Borrower
               or any ERISA Affiliate is making or accruing an obligation
               to make contributions, or has within any of the preceding
               five plan years made or accrued an obligation to make
               contributions.

                         "Net Proceeds" means (i) the gross fair market
               value of the consideration or other amounts payable to or
               receivable by the Borrower or any of its Restricted
               Subsidiaries in respect of any sales, transfers,
               distributions or other dispositions (including by merger or
               consolidation) of assets or properties (including any
               capital or other equity interests owned), less (ii) the
               amount, if any, of all taxes (but only to the extent such
               Person reasonably estimates that such taxes will be paid on
               the date of the next tax filing by such Person or such
               Affiliate of such Person), and reasonable and customary
               fees, commissions, costs and other expenses (other than
               those payable to the Borrower or any of its Restricted
               Subsidiaries) which are incurred in connection with such
               sales, transfers, distributions or other dispositions and
               are payable by the seller or the transferor of the assets or
               property to which such sales, transfers, distributions or
               other dispositions relate, but only to the extent not
               already deducted in arriving at the amount referred to in
               clause (i), and less (iii) amounts used within 120 days from
               the date of closing or effectiveness of the original
               transaction in question by the seller or transferor to
               purchase other assets used in the business of it and its
               Wholly-Owned Restricted Subsidiaries and not pledged or
               encumbered to any other Person.

                         "Non-Excluded Taxes" has the meaning assigned such
               term in Section 2.17(a).

                         "Nonrestricted Subsidiary" means (i) any of the
               Subsidiaries listed on Schedule III hereto as a
               Nonrestricted Subsidiary, (ii) any Subsidiary of any
               Nonrestricted Subsidiary and (iii) any surviving Person
               (other than a Borrower or a Restricted Subsidiary) into
               which any of such Persons referred to in clause (i) or (ii)
               is merged or consolidated, subject to Section 5.02(c), and
               (iv) any Subsidiary organized after the date of this
               Agreement for the purpose of acquiring the stock or other
               ownership interests or assets of another Person or for
               start-up ventures or exploration programs or activities and
               designated as a Nonrestricted Subsidiary by the Borrower as
               of the time of its organization.  By written notice to the
               Administrative Agent, the Borrower may (x) declare any
               Nonrestricted Subsidiary to be a Restricted Subsidiary and
               such former Nonrestricted Subsidiary shall thereafter be
               deemed to be a Restricted Subsidiary for all purposes of
               this Agreement or (y) at any time other than when a Default
               or Event of Default has occurred and is continuing or would
               exist after giving effect to such declaration, in any fiscal
               year, declare one or more Restricted Subsidiaries, the
               interest of the Borrower in all of which has an equity value
               or loan investment of less than $5,000,000 in the aggregate,
               to be a Nonrestricted Subsidiary and any such former
               Restricted Subsidiary shall thereafter be deemed to be a
               Nonrestricted Subsidiary for all purposes of this Agreement.

                         "Operating Lease" means any lease other than a
               lease giving rise to a Capitalized Lease Obligation.

                         "Other Taxes" has the meaning assigned such term
               in Section 2.17(b).

                         "Participants" has the meaning assigned such term
               in Section 9.03(b).

                         "PBGC" means the Pension Benefit Guaranty
               Corporation referred to and defined in ERISA.

                         "Pennzoil Obligations" means the deferred purchase
               price obligations incurred by FRP in connection with the
               purchase from Pennzoil Company of the Culberson mining
               operations and associated physical assets.

                         "Permitted Investments" means customary portfolio
               cash management investments made pursuant to prudent cash
               management practices.

                         "Person" means any natural person, corporation,
               partnership, joint venture, trust, incorporated or
               unincorporated association, joint stock company, government
               (or an agency or political subdivision thereof) or other
               entity of any kind.

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

                         "Properties" has the meaning assigned such term in
               Section 3.01(n)(1).

                         "Purchasing Lender" has the meaning assigned such
               term in Section 9.03(c).

                         "Reference Rate Loan" means any Loan for which
               interest is determined, in accordance with the provisions
               hereof, at the Applicable Reference Rate.

                         "Register" has the meaning assigned such term in
               Section 9.03(d).

                         "Regulation D" means Regulation D of the Board as
               from time to time in effect and all official rulings and
               interpretations thereunder or thereof.

                         "Regulation G" means Regulation G of the Board as
               from time to time in effect and all official rulings and
               interpretations thereunder or thereof.

                         "Regulation U" means Regulation U of the Board as
               from time to time in effect and all official rulings and
               interpretations thereunder or thereof.

                         "Regulation X" means Regulation X of the Board as
               from time to time in effect and all official rulings and
               interpretations thereunder or thereof.

                         "Release" means any spilling, leaking, pumping,
               pouring, emitting, emptying, discharging, injecting,
               escaping, leaching, dumping, disposing, depositing,
               dispersing, emanating or migrating of any Hazardous Material
               in, into, onto or through the environment.

                         "Remedial Action" means (a) "remedial action" as
               such term is defined in CERCLA, 42 U.S.C. S 9601(24), and
               (b) all other actions required by any Governmental Authority
               or voluntarily undertaken to:  (i) cleanup, remove, treat,
               abate or in any other way address any Hazardous Material in
               the environment; (ii) prevent the Release or threat of
               Release, or minimize the further Release of any Hazardous
               Material so it does not migrate or endanger or threaten to
               endanger public health, welfare or the environment; or (iii)
               perform studies and investigations in connection with, or as
               a precondition to, (i) or (ii) above.

                         "Required Lenders" means, subject to
               Section 9.07(b), at any time Lenders having Commitments
               representing more than 50% of the aggregate Commitments
               hereunder or, if the Commitments have been terminated,
               Lenders holding Loans representing more than 50% of the
               aggregate principal amount of the Loans.

                         "Responsible Officer" of any corporation means any
               executive officer or Financial Officer of such corporation
               and any other officer or similar official thereof
               responsible for the administration of the obligations of
               such corporation in respect of this Agreement.

                         "Restricted Subsidiary" means any Subsidiary that
               is not a Nonrestricted Subsidiary.

                         "SEC" means the Securities and Exchange Commission.

                         "Spin-Off" means the distribution by FRP to its
               unitholders of the shares of capital stock of the Borrower,
               thereby leaving the Borrower as a publicly held company.

                         "Statutory Reserves" means a fraction (expressed
               as a decimal), the numerator of which is the number one and
               the denominator of which is the number one minus the
               aggregate of the maximum reserve percentages (including,
               without limitation, any marginal, special, emergency or
               supplemental reserves) expressed as a decimal established by
               the Board and any other banking authority, domestic or
               foreign, to which the Administrative Agent or any Lender
               (including any branch, Affiliate, or other funding office
               making or holding a Loan) is subject (a) with respect to the
               Base CD Rate (as such term is used in the definition of
               "Alternate Base Rate"), for new negotiable nonpersonal time
               deposits in Dollars of over $100,000 with maturities
               approximately equal to the applicable Interest Period, and
               (b) with respect to the LIBO Rate, for eurocurrency funding
               (currently referred to as "Eurocurrency Liabilities" in
               Regulation D of the Board).  Such reserve percentages shall
               include, without limitation, those imposed under Regulation
               D.  Statutory Reserves shall be adjusted automatically on
               and as of the effective date of any change in any reserve
               percentage.

                         "Subsidiary" means as to any Person, any
               corporation at least a majority of whose securities having
               ordinary voting power for the election of directors (other
               than securities having such power only by reason of the
               happening of a contingency) are at the time owned by such
               Person and/or one or more other Subsidiaries of such Person
               and any partnership (other than joint ventures for which the
               intention under the applicable agreements, including
               operating agreements, if any, is that such joint ventures be
               partnerships solely for purposes of the Code) in which such
               Person or a Subsidiary of such Person is a general partner;
               provided that unless otherwise specified, "Subsidiary" means

               a Subsidiary of the Borrower.

                         "Sulphur Supply Agreement" has the meaning
               assigned to such term in clause (r) of Article IV.

                         "Third Party" has the meaning assigned to such
               term in Section 5.02(j).

                         "Total Commitment" means the sum of all the then
               effective Commitments.

                         "Total Debt" means, as of any date of
               determination, without duplication, the aggregate principal
               amount of Debt of the Borrower and the Restricted
               Subsidiaries outstanding as of such date, determined on a
               consolidated basis in accordance with GAAP.

                         "Transfer Effective Date" has the meaning assigned
               to such term in each Commitment Transfer Supplement.

                         "Transferee" means any Participant or Purchasing
               Lender, as such terms are defined in Sections 9.03(b) and
               (c), respectively.

                         "Wholly-Owned Restricted Subsidiary" means any
               Subsidiary, all of the stock of which is at the time owned
               by the Borrower and/or one or more other Wholly-Owned
               Restricted Subsidiaries of the Borrower.

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

                         SECTION 1.02.  Accounting Terms.  Except as
               otherwise herein specifically provided, each accounting term
               used herein shall have the meaning given it under United
               States generally accepted accounting principles in effect
               from time to time (with such changes thereto as are approved
               or concurred in from time to time by the Borrower's
               independent public accountants, as applicable) applied on a
               basis consistent with those used in preparing the financial
               statements referred to in Section 5.01(a) ("GAAP");
               provided, however, that each reference in Section 5.02, or
               in the definition of any term used in Section 5.02, to GAAP
               shall mean generally accepted accounting principles as in
               effect on the Effective Date and as applied by the Borrower
               in preparing the financial statements referred to in
               Section 3.01(e).  In the event any change in GAAP materially
               affects any provision of this Agreement, the Lenders and the
               Borrower agree that they shall negotiate in good faith in
               order to amend the affected provisions in such a way as will
               restore the parties to their respective positions prior to
               such change, and until such amendment becomes effective the
               Borrower's compliance with such provisions shall be
               determined on the basis of GAAP as in effect immediately
               before such change in GAAP became effective.

                         SECTION 1.03.  Section, Article, Exhibit and
               Schedule References, etc.  Unless otherwise stated, Section,
               Article, Exhibit and Schedule references made herein are to
               Sections, Articles, Exhibits or Schedules, as the case may
               be, of this Agreement.  Whenever the context may require,
               any pronoun shall include the corresponding masculine,
               feminine and neuter forms.  The words "include", "includes"
               and "including" shall be deemed to be followed by the phrase
               "without limitation".  Except as otherwise expressly
               provided herein, any reference in this Agreement to any Loan
               Document shall mean such document as amended, restated,
               supplemented or otherwise modified from time to time.


                                        ARTICLE II

                                        The Loans


                         SECTION 2.01.  Revolving Credit Facility.  Upon
               the terms and subject to the conditions and relying upon the
               representations and warranties herein set forth, each
               Lender, severally and not jointly, agrees to make Loans to
               the Borrower, at any time and from time to time on or after
               the Effective Date, and until the earlier of the Maturity
               Date and the termination of the Commitment of such Lender in
               accordance with the terms hereof, in an aggregate principal
               amount at any one time outstanding not to exceed such
               Lender's Applicable Percentage of the then effective unused
               Total Commitment on the Borrowing Date for such Loan. 
               Within the foregoing limits, the Borrower may borrow, repay
               and reborrow, prior to the Maturity Date, Loans subject to
               the terms, provisions and limitations set forth herein.

                         SECTION 2.02. Loans.  (a)  The Loans made by the
               Lenders to the Borrower on any one date shall be in an
               aggregate principal amount which is (i) an integral multiple
               of $1,000,000 and not less than $5,000,000 or (ii) equal to
               the remaining available balance of the applicable
               Commitments.

                         (b)  Each Loan shall be either a Reference Rate
               Loan or a LIBO Rate Loan as the Borrower may request
               pursuant to Section 2.03.  Subject to the provisions of
               Sections 2.03 and 2.10, Loans of more than one type may be
               outstanding at the same time.

                         (c)  Each Lender shall make its portion, as
               determined under Section 2.14, of each Loan hereunder on the
               proposed date thereof by paying the amount required to the
               Administrative Agent in New York, New York in immediately
               available funds not later than 2:00 p.m., New York City
               time, and the Administrative Agent shall by 3:00 p.m.,
               New York City time, credit the amounts so received to the
               general deposit account of the Borrower with the
               Administrative Agent or, if Loans shall not be made on such
               date because any condition precedent to a borrowing herein
               specified is not met, return the amounts so received to the
               respective Lenders.  Unless the Administrative Agent shall
               have received notice from a Lender prior to the date of any
               Loan that such Lender will not make available to the
               Administrative Agent such Lender's portion of such Loan, the
               Administrative Agent may assume that such Lender has made
               such portion available to the Administrative Agent on the
               date of such Loan in accordance with this paragraph (c) and
               the Administrative Agent may, in reliance upon such
               assumption, make available to the Borrower on such date a
               corresponding amount.  If the Administrative Agent shall
               have so made funds available, then to the extent that such
               Lender shall not have made such portion available to the
               Administrative Agent, such Lender and the Borrower severally
               agree to repay without duplication 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 an interest
               rate equal to (i) in the case of the Borrower, the interest
               rate applicable at the time to the Loans comprising such
               borrowing and (ii) in the case of such Lender, a rate
               determined by the Administrative Agent to represent its cost
               of overnight or short-term funds (which determination shall
               be conclusive absent manifest error).  If such Lender shall
               repay to the Administrative Agent such corresponding amount,
               such amount shall constitute such Lender's Loan for purposes
               of this Agreement.

                         SECTION 2.03. Notice of Loans.  (a)  The Borrower
               shall request a Loan by giving the Administrative Agent
               telephonic (promptly confirmed in writing), written,
               telecopy or telex notice in the form of Exhibit C with
               respect to each Loan (i) in the case of a LIBO Rate Loan,
               not later than 10:30 a.m., New York City time, three
               Business Days before a proposed borrowing, and (ii) in the
               case of a Reference Rate Loan, not later than 10:30 a.m.,
               New York City time, on the date of a proposed borrowing. 
               Such notice shall be irrevocable (except that in the case of
               a LIBO Rate Loan, the Borrower may, subject to Section 2.13,
               revoke such notice by giving written or telex notice thereof
               to the Administrative Agent not later than 10:30 a.m., New
               York City time, two Business Days before such proposed
               borrowing) and shall in each case refer to this Agreement
               and specify (1) whether the Loan then being requested is to
               be a Reference Rate Loan or LIBO Rate Loan, (2) the date of
               such Loan (which shall be a Business Day) and amount
               thereof, and (3) if such Loan is to be a LIBO Rate Loan, the
               Interest Period or Interest Periods (which shall not end
               after the Maturity Date) with respect thereto.  If no
               election as to the type of Loan is specified in any such
               notice by the Borrower, such Loan shall be a Reference Rate
               Loan.  If no Interest Period with respect to any LIBO Rate
               Loan is specified in any such notice by the Borrower, then
               the Borrower shall be deemed to have selected an Interest
               Period of one month's duration.

                         (b)  The Borrower may continue or convert all or
               any part of any Loan as or into a Loan of the same or a
               different type in accordance with Section 2.10 and subject
               to the limitations set forth herein.  If the Borrower shall
               not have delivered a borrowing notice in accordance with
               this Section 2.03 prior to the end of the Interest Period
               then in effect for any Loan requesting that such Loan be
               converted or continued as permitted hereby, then the
               Borrower shall (unless the Borrower has notified the
               Administrative Agent, not less than three Business Days
               prior to the end of such Interest Period, that such Loan is
               to be repaid at the end of such Interest Period) be deemed
               to have delivered a borrowing notice pursuant to this
               Section 2.03 requesting that such Loan be converted into or
               continued as a Reference Rate Loan of equivalent amount.

                         (c)  Notwithstanding any provision to the contrary
               in this Agreement, the Borrower shall not in any borrowing
               notice under this Section 2.03 request any LIBO Rate Loan
               which, if made, would result in more than 10 separate LIBO
               Rate Loans of any Lender.  For purposes of the foregoing,
               Loans having different Interest Periods, regardless of
               whether they commence on the same date, shall be considered
               separate Loans.


                         SECTION 2.04.  Repayment of Loans; Evidence of
               Debt.  (a)  The Borrower hereby unconditionally agrees to
               pay to the Administrative Agent for the account of each
               Lender the then unpaid principal amount of all Loans of such
               Lender on the Maturity Date.

                         (b)  Each Lender shall maintain in accordance with
               its usual practice an account or accounts evidencing the
               indebtedness to such Lender resulting from each Loan made by
               such Lender from time to time, including the amounts of
               principal and interest payable and paid to such Lender from
               time to time under this Agreement.

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

                         (d)  The entries made in the accounts maintained
               pursuant to paragraphs (b) and (c) of this Section 2.04
               shall be prima facie evidence of the existence and amounts
               of the obligations therein recorded; provided, however, that
               the failure of any Lender or the Administrative Agent to
               maintain such accounts or any error therein shall not in any
               manner affect the obligations of the Borrower to repay the
               Loans in accordance with the terms of this Agreement.

                         (e)  Any Lender may request that any Loans made by
               it be evidenced by a promissory note.  In such event, the
               Borrower shall prepare, execute and deliver to such Lender a
               promissory note payable to the order of such Lender (or, if
               requested by such Lender, to such Lender and its registered
               assigns) and in a form approved by the Administrative Agent.
                Thereafter, the Loans evidenced by such promissory note and
               interest thereon shall at all times (including after
               assignment pursuant to Section 9.03) be represented by one
               or more promissory notes in such form payable to the order
               of the payee named therein (of if such promissory note is a
               registered note, to such payee and its registered assigns).

                         SECTION 2.05.  Interest on Loans.  (a)  Subject to
               the provisions of Section 2.08, each Reference Rate Loan
               shall bear interest at a rate per annum (computed on the
               basis of the actual number of days elapsed over a year of
               365 or 366 days, as the case may be, when determined by
               reference to the Prime Rate, and over a year of 360 days at
               all other times), equal to the Applicable Reference Rate.

                         (b)  Subject to the provisions of Section 2.08,
               each LIBO Rate Loan shall bear interest at a rate per annum
               (computed on the basis of the actual number of days elapsed
               over a year of 360 days) equal to the Applicable LIBO Rate
               for the Interest Period in effect for such Loan.

                         (c)  Interest on each Loan shall be payable on
               each applicable Interest Payment Date.  The Applicable
               Reference Rate and the Applicable LIBO Rate shall be
               determined by the Administrative Agent, and such
               determination shall be conclusive absent manifest error. 
               The Administrative Agent shall promptly advise the Borrower
               and each Lender of such determination.

                         SECTION 2.06.  Fees.  (a)  The Borrower shall pay
               each Lender, through the Administrative Agent, on the last
               Business Day of each March, June, September and December,
               and on the date on which the Commitment of such Lender shall
               be terminated as provided herein (the "Commitment
               Termination Date"), in immediately available funds, a
               commitment fee (a "Commitment Fee") from and including the
               earlier of the Closing Date and the Effective Date through
               and including the Commitment Termination Date on the amount
               of such Lender's Applicable Percentage of the Total
               Commitment during the quarter ending on such date (or
               shorter period commencing with the earlier of the Closing
               Date and the Effective Date or ending with the Commitment
               Termination Date) equal to the applicable Commitment Fee
               Percentage set forth in Schedule I.

                         (b)  All Commitment Fees under this Section 2.06
               shall be computed on the basis of the actual number of days
               elapsed in a year of 365 or 366 days, as the case may be. 
               The Commitment Fees due to each Lender shall cease to accrue
               on the earlier of the Maturity Date and the termination of
               the Commitment of such Lender pursuant to Section 2.07.

                         (c)  The Borrower agrees to pay to the
               Administrative Agent, for its own account, on the Effective
               Date and on each anniversary thereof, an administration fee
               (the "Administrative Fee") as agreed between the Borrower
               and the Administrative Agent.

                         (d)  All such fees shall be paid on the dates due,
               in immediately available funds, to the Administrative Agent
               for distribution, if and as appropriate, among the Lenders.
                Once paid, all such fees shall be fully earned and non-
               refundable under any and all circumstances.

                         SECTION 2.07.  Maturity and Reduction of
               Commitments.  (a)  Upon at least five days' prior written,
               telecopied or telex notice to the Administrative Agent, the
               Borrower may without penalty at any time in whole
               permanently terminate, or from time to time permanently
               reduce, the Total Commitment, ratably among the Lenders in
               accordance with the amounts of their respective Commitments;
               provided, however, that each partial reduction of the
               Commitment Amount shall be in a minimum principal amount of
               $5,000,000 and an integral multiple of $1,000,000; provided
               further, that the Total Commitment may not be reduced to an
               amount which is less than the aggregate principal amount of
               all Loans outstanding after such reduction.

                         (b)  The Total Commitment shall be automatically
               and permanently reduced by an amount equal to the Net
               Proceeds of any nonordinary course asset disposition by the
               Borrower and its Restricted Subsidiaries (other than in each
               case, (i) dispositions of obsolete and worn-out property or
               real estate not used or useful in its business and (ii)
               sales of accounts receivable), in excess of a cumulative
               aggregate amount of $25,000,000 for all such transactions
               during the term of this Agreement; provided that such
               aggregate amount shall not include any permitted Capitalized
               Lease Obligations.  The Commitment reductions required by
               this Section 2.07(b) shall be effective as of the date of
               closing or effectiveness of any transaction subject hereto;
               provided that with respect to any noncash Net Proceeds, such
               Commitment reductions shall be effective as of the date of
               receipt of cash proceeds thereof; and provided further that
               to the extent prepayment of any LIBO Rate Loan is required
               pursuant to this Section 2.07(b), such prepayment may be
               made at the end of the current Interest Period for such LIBO
               Rate Loan if the required prepayment would otherwise give
               rise to breakage costs under Section 2.13(a)(i).

                         (c)  On the Maturity Date, the Commitments shall
               automatically terminate and any outstanding Loans shall be
               due and payable in full.

                         SECTION 2.08.  Interest on Overdue Amounts;
               Alternative Rate of Interest.  (a)  If the Borrower shall
               default in the payment of the principal of or interest on
               any Loan or any other amount becoming due hereunder or under
               any other Loan Document, by acceleration or otherwise, the
               Borrower shall on demand from time to time pay interest, to
               the extent permitted by law, on such defaulted amount up to
               the date of actual payment (after as well as before
               judgment):

                         (i) in the case of the payment of principal of or
                    interest on a LIBO Rate Loan, at a rate 2% per annum
                    above the rate which would otherwise be payable under
                    Section 2.05(b) until the last date of the Interest
                    Period then in effect with respect to such Loan and
                    thereafter as provided in clause (ii) below; and

                        (ii) in the case of the payment of principal of or
                    interest on a Reference Rate Loan or any other amount
                    payable hereunder (other than principal of or interest
                    on any LIBO Rate Loan to the extent referred to in
                    clause (i) above), at a rate 2% per annum above the
                    Applicable Reference Rate.

                         (b)  In the event, and on each occasion, that on
               the day two Business Days prior to the commencement of any
               Interest Period for a LIBO Rate Loan the Administrative
               Agent shall have determined (which determination shall be
               conclusive and binding upon the Borrower absent manifest
               error) that (i) Dollar deposits in the requested principal
               amount of such LIBO Rate Loan are not generally available in
               the London interbank market, (ii) the rates at which Dollar
               deposits are being offered will not adequately and fairly
               reflect the cost to any Lender of making or maintaining such
               LIBO Rate Loan during such Interest Period or
               (iii) reasonable means do not exist for ascertaining the
               Applicable LIBO Rate, the Administrative Agent shall as soon
               as practicable thereafter give written, telecopied or telex
               notice of such determination to the Borrower and the other
               Lenders, and any request by the Borrower for the making of a
               LIBO Rate Loan pursuant to Section 2.03 or 2.10 shall, until
               the Administrative Agent shall have advised the Borrower and
               the Lenders that the circumstances giving rise to such
               notice no longer exist, be deemed to be a request for a
               Reference Rate Loan; provided, however, that if the
               Administrative Agent makes the determination specified in
               (ii) above, at the option of the Borrower such request shall
               be deemed to be a request for a Reference Rate Loan only
               from such Lender referred to in (ii) above; provided
               further, however, that such option shall not be available to
               the Borrower if the Administrative Agent makes the
               determination specified in (ii) above with respect to three
               or more Lenders.  Each determination of the Administrative
               Agent hereunder shall be conclusive absent manifest error.

                         SECTION 2.09. Prepayment of Loans.  (a)  The
               Borrower shall have the right at any time and from time to
               time to prepay any of its Loans, in whole or in part,
               subject to the requirements of Section 2.13 but otherwise
               without premium or penalty, upon prior written or telex
               notice to the Administrative Agent by 10:30 a.m., New York
               City time, on the date of such prepayment; provided,
               however, that each such partial prepayment shall be in a
               minimum amount of $5,000,000 and an integral multiple of
               $1,000,000.

                         (b)  In the event of any termination of the
               Commitments, the Borrower shall repay or prepay all its
               outstanding Loans on the date of such termination.  On the
               date of any partial reduction of the Commitments pursuant to
               Section 2.07, the Borrower shall pay or prepay so much of
               its Loans as shall be necessary in order that the aggregate
               principal amount of the Loans (after giving effect to any
               other prepayment of Loans on such date) outstanding will not
               exceed the Total Commitment immediately following such
               reduction.

                         (c)  All prepayments under this Section 2.09 shall
               be subject to Section 2.13.  Each notice of prepayment
               delivered pursuant to paragraph (a) above shall specify the
               prepayment date and the principal amount of each Loan (or
               portion thereof) to be prepaid, shall be irrevocable and
               shall commit the Borrower to prepay such Loan by the amount
               stated therein on the date stated therein.  All prepayments
               shall be applied first to Reference Rate Loans and then to
               LIBO Rate Loans and shall be accompanied by accrued interest
               on the principal amount being prepaid to the date of
               prepayment.  Any amounts prepaid may be reborrowed to the
               extent permitted by the terms of this Agreement.

                         SECTION 2.10.  Continuation and Conversion of
               Loans.  The Borrower shall have the right, subject to the
               provisions of Section 2.08, (i) on three Business Days'
               prior irrevocable notice by such Borrower to the
               Administrative Agent, to continue or convert any type of
               Loans as or into LIBO Rate Loans, or (ii) with irrevocable
               notice by the Borrower to the Administrative Agent by
               10:30 a.m. on the date of such proposed continuation or
               conversion, to continue or convert any type of Loans as or
               into Reference Rate Loans, in each case subject to the
               following further conditions:

                         (a) each continuation or conversion shall be made
               pro rata as to each type of Loan of the Borrower to be
               continued or converted among the Lenders in accordance with
               the respective amounts of their commitments and the notice
               given to the Administrative Agent by the Borrower shall
               specify the aggregate principal amount of Loans to be
               continued or converted;

                         (b) in the case of a continuation or conversion of
               less than all Loans of the Borrower, the Loans continued or
               converted shall be in a minimum aggregate principal amount
               of $5,000,000 and an integral multiple of $1,000,000;

                         (c) accrued interest on each Loan (or portion
               thereof) being continued or converted shall be paid by the
               Borrower at the time of continuation or conversion;

                         (d) the Interest Period with respect to any Loan
               made in respect of a continuation or conversion thereof
               shall commence on the date of the continuation or
               conversion;

                         (e) any portion of a Loan maturing or required to
               be prepaid in less than one month may not be continued as or
               converted into a LIBO Rate Loan;

                         (f) a LIBO Rate Loan may be continued or converted
               on the last day of the applicable Interest Period and,
               subject to Section 2.13, on any other day;

                         (g) no Loan (or portion thereof) may be continued
               as or converted into a LIBO Rate Loan if, after such
               continuation or conversion, an aggregate of more than 10
               separate LIBO Rate Loans of any Lender would result,
               determined as set forth in Section 2.03(c);

                         (h) no Loan shall be continued or converted if
               such Loan by any Lender would be greater than the amount by
               which its Commitment exceeds the amount of its other Loans
               at the time outstanding or if such Loan would not comply
               with the other provisions of this Agreement; and

                         (i) any portion of a LIBO Rate Loan which cannot
               be converted into or continued as a LIBO Rate Loan by reason
               of clause (e) or (g) above shall be automatically converted
               at the end of the Interest Period in effect for such Loan
               into a Reference Rate Loan.

               The Administrative Agent shall communicate the information
               contained in each irrevocable notice delivered by the
               Borrower pursuant to this Section 2.10 to the other Lenders
               promptly after its receipt of the same.

                         The Interest Period applicable to any LIBO Rate
               Loan resulting from a continuation or conversion shall be
               specified by the Borrower in the irrevocable notice of
               continuation or conversion delivered pursuant to this
               Section 2.10; provided, however, that if no such Interest
               Period for a LIBO Rate Loan shall be specified, the Borrower
               shall be deemed to have selected an Interest Period of one
               month's duration.

                         For purposes of this Section 2.10, notice received
               by the Administrative Agent from the Borrower after
               10:30 a.m., New York time, on a Business Day shall be deemed
               to be received on the immediately succeeding Business Day.

                         SECTION 2.11.  Reserve Requirements; Change in
               Circumstances.  (a)  The Borrower shall pay to each Lender
               on the last day of each Interest Period for any LIBO Rate
               Loan so long as such Lender may be required to maintain
               reserves against eurocurrency funding (currently referred to
               as "Eurocurrency Liabilities" in Regulation D of the Board)
               (or so long as such Lender may be required to maintain
               reserves against any other category of liabilities which
               includes deposits by reference to which the interest rate on
               any LIBO Rate Loan is determined as provided in this
               Agreement or against any category of extensions of credit or
               other assets of such Lender which includes any LIBO Rate
               Loan) an additional amount (determined by such Lender and
               notified to the Borrower), equal to the product of the
               following for each affected LIBO Rate Loan for each day
               during such Interest Period:

                         (i) the principal amount of such affected LIBO
                    Rate Loan outstanding on such day;

                        (ii) the remainder of (x) the product of Statutory
                    Reserves on such date times the Applicable LIBO Rate on
                    such day minus (y) the Applicable LIBO Rate on such
                    day; and

                       (iii) 1/360.

               Each Lender shall separately bill the Borrower directly for
               all amounts claimed pursuant to this Section 2.11(a).

                         (b)  Notwithstanding any other provision herein,
               if after the Effective Date any change in condition or
               applicable law or regulation or in the interpretation or
               administration thereof (whether or not having the force of
               law and including, without limitation, Regulation D of the
               Board) by any Governmental Authority charged with the
               administration or interpretation thereof shall occur which
               shall:

                         (i) subject any Lender (which shall for the
                    purpose of this Section include any assignee or lending
                    office of any Lender) to any tax of any kind whatsoever
                    with respect to its LIBO Rate Loans or other fees or
                    amounts payable hereunder or change the basis of
                    taxation of any of the foregoing (other than taxes
                    (including Non-Excluded Taxes) described in Section
                    2.17 and other than any franchise tax or tax or other
                    similar governmental charges, fees or assessments based
                    on the overall net income of such Lender by the U.S.
                    Federal government or by any jurisdiction in which such
                    Lender maintains an office, unless the presence of such
                    office is solely attributable to the enforcement of any
                    rights hereunder with respect to an Event of Default);

                        (ii) impose, modify or deem applicable any reserve,
                    special deposit or similar requirement against assets
                    of, deposits with or for the account of or credit
                    extended by any Lender;

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

                        (iv) impose upon any Lender any other condition
                    with respect to any amount paid or to be paid by any
                    Lender with respect to its LIBO Rate Loans or this
                    Agreement;

               and the result of any of the foregoing shall be to increase
               the cost to any Lender of making or maintaining its LIBO
               Rate Loans or Commitment hereunder, or to reduce the amount
               of any sum (whether of principal, interest or otherwise)
               received or receivable by such Lender or to require such
               Lender to make any payment, in respect of any such Loan, in
               each case by or in an amount which such Lender in its sole
               judgment shall deem material, then the Borrower shall pay to
               such Lender on demand such an amount or amounts as will
               compensate the Lender for such additional cost, reduction or
               payment.

                         (c)  If any Lender shall have determined that the
               applicability of any law, rule, regulation, agreement or
               guideline adopted after the Effective Date regarding capital
               adequacy, or any change after the Effective Date in any such
               law, rule, regulation, agreement or guideline (whether such
               law, rule, regulation, agreement or guideline has been
               adopted) or in the interpretation or administration of any
               of the foregoing by any Governmental Authority charged with
               the interpretation or administration thereof, or compliance
               by any Lender (or any lending office of such Lender) or any
               Lender's holding company with any request or directive
               regarding capital adequacy (whether or not having the force
               of law) of any such Governmental Authority made or issued
               after the Effective Date, has or would have the effect of
               reducing the rate of return on such Lender's capital or on
               the capital of such Lender's holding company, if any, as a
               consequence of this Agreement or the Loans made pursuant
               hereto to a level below that which such Lender or such
               Lender's holding company could have achieved but for such
               applicability, adoption, change or compliance (taking into
               consideration such Lender's policies and the policies of
               such Lender's holding company with respect to capital
               adequacy) by an amount deemed by such Lender to be material,
               then from time to time the Borrower shall pay to such Lender
               such additional amount or amounts as will compensate such
               Lender or such Lender's holding company for any such
               reduction suffered.

                         (d)  If and on each occasion that a Lender makes a
               demand for compensation pursuant to paragraph (a), (b) or
               (c) above, or under Section 2.17 (it being understood that a
               Lender may be reimbursed for any specific amount under only
               one such paragraph or Section) the Borrower may, upon at
               least three Business Days' prior irrevocable written or
               telex notice to each of such Lender and the Administrative
               Agent, in whole permanently replace the Commitment of such
               Lender; provided that such notice must be given not later
               than the 90th day following the date of a demand for
               compensation made by such Lender; and provided that the
               Borrower shall replace such Commitment with the Commitment
               of a commercial bank satisfactory to the Administrative
               Agent.  Such notice from the Borrower shall specify an
               effective date for the termination of such Lender's
               Commitment which date shall not be later than the 180th day
               after the date such notice is given.  On the effective date
               of any termination of such Lender's Commitment pursuant to
               this clause (d), the Borrower shall pay to the
               Administrative Agent for the account of such Lender (A) any
               Commitment Fees on the amount of such Lender's Commitment so
               terminated accrued to the date of such termination, (B) the
               principal amount of any outstanding Loans held by such
               Lender plus accrued interest on such principal amount to the
               date of such termination and (C) the amount or amounts
               requested by such Lender pursuant to clause (a), (b) or (c)
               above or Section 2.17, as applicable.  The Borrower will
               remain liable to such terminated Lender for any loss or
               expense that such Lender may sustain or incur as a
               consequence of such Lender's making any LIBO Rate Loan or
               any part thereof or the accrual of any interest on any such
               Loan in accordance with the provisions of this Section
               2.11(d) as set forth in Section 2.13.  Upon the effective
               date of termination of any Lender's Commitment pursuant to
               this Section 2.11(d) such Lender shall cease to be a
               "Lender" hereunder; provided that no such termination of any
               such Lender's Commitment shall affect (i) any liability or
               obligation of the Borrower or any other Lender to such
               terminated Lender which accrued on or prior to the date of
               such termination or (ii) such terminated Lender's rights
               hereunder in respect of any such liability or obligation.

                         (e)  A certificate of a Lender (or Transferee)
               setting forth such amount or amounts as shall be necessary
               to compensate such Lender (or Transferee) as specified in
               paragraph (a), (b) or (c) (and in the case of paragraph (c),
               such Lender's holding company) above or Section 2.17, as the
               case may be, shall be delivered as soon as practicable to
               the Borrower, and in any event within 90 days of the change
               giving rise to such amount or amounts, and shall be
               conclusive absent manifest error.  The Borrower shall pay
               each Lender the amount shown as due on any such certificate
               within 15 days after its receipt of the same.  In preparing
               such a certificate, each Lender may employ such assumptions
               and allocations of costs and expenses as it shall in good
               faith deem reasonable.  The failure of any Lender (or
               Transferee) to give the required 90-day notice shall excuse
               the Borrower from its obligations to pay additional amounts
               pursuant to such Sections incurred for the period that is
               90 days or more prior to the date such notice was required
               to be given.

                         (f)  Failure on the part of any Lender to demand
               compensation for any increased costs or reduction in amounts
               received or receivable or reduction in return on capital
               within the 90 days required pursuant to Section 2.11(e)
               shall not constitute a waiver of such Lender's rights to
               demand compensation for any increased costs or reduction in
               amounts received or receivable or reduction in return on
               capital for any period after the date that is 90 days prior
               to the date of the delivery of demand for compensation.  The
               protection of this Section 2.11 shall be available to each
               Lender regardless of any possible contention of invalidity
               or inapplicability of the law, regulation or condition which
               shall have occurred or been imposed.  The Borrower shall not
               be required to make any additional payment to any Lender
               pursuant to Section 2.11(a) or (b) in respect of any such
               cost, reduction or payment that could be avoided by such
               Lender in the exercise of reasonable diligence, including a
               change in the lending office of such Lender if possible
               without material cost to such Lender.  Each Lender agrees
               that it will promptly notify the Borrower and the
               Administrative Agent of any event of which the responsible
               account officer shall have knowledge which would entitle
               such Lender to any additional payment pursuant to this
               Section 2.11.  The Borrower agrees to furnish promptly to
               the Administrative Agent official receipts evidencing any
               payment of any tax.

                         SECTION 2.12.  Change in Legality.

               (a)  Notwithstanding anything to the contrary herein
               contained, if after the Effective Date any change in any law
               or regulation or in the interpretation thereof by any
               Governmental Authority charged with the administration or
               interpretation thereof shall make it unlawful for any Lender
               to make or maintain any LIBO Rate Loan or to give effect to
               its obligations as contemplated hereby with respect to any
               LIBO Rate Loan, then, by written notice to the Borrower and
               to the Administrative Agent, such Lender may:

                         (i) declare that LIBO Rate Loans will not
                    thereafter (for the duration of such unlawfulness or
                    impracticality) be made by such Lender hereunder,
                    whereupon the Borrower shall be prohibited from
                    requesting LIBO Rate Loans from such Lender hereunder
                    unless such declaration is subsequently withdrawn; and

                        (ii) require that all outstanding LIBO Rate Loans
                    made by it be converted to Reference Rate Loans, in
                    which event (A) all such LIBO Rate Loans shall be
                    automatically converted to Reference Rate Loans as of
                    the end of the applicable Interest Period, unless an
                    earlier conversion date is legally required, (B) all
                    payments and prepayments of principal which would
                    otherwise have been applied to repay the converted LIBO
                    Rate Loans shall instead be applied to repay the
                    Reference Rate Loans resulting from the conversion of
                    such LIBO Rate Loans and (C) the Reference Rate Loans
                    resulting from the conversion of such LIBO Rate Loans
                    shall be prepayable only at the times the converted
                    LIBO Rate Loans would have been prepayable,
                    notwithstanding the provisions of Section 2.09.

                         (b)  Before giving any notice to the Borrower and
               the Administrative Agent pursuant to this Section 2.12, such
               Lender shall designate a different LIBOR Office if such
               designation will avoid the need for giving such notice and
               will not in the judgment of such Lender, be otherwise
               disadvantageous to such Lender.  For purposes of Section
               2.12(a), a notice to the Borrower by any Lender shall be
               effective on the date of receipt by the Borrower.

                         SECTION 2.13.  Indemnity.  The Borrower shall
               indemnify each Lender against any funding, redeployment or
               similar loss or expense which such Lender may sustain or
               incur as a consequence of (a) any event, other than a
               default by such Lender in the performance of its obligations
               hereunder, which results in (i) such Lender receiving or
               being deemed to receive any amount on account of the
               principal of any LIBO Rate Loan prior to the end of the
               Interest Period in effect therefor (any of the events
               referred to in this clause (i) being called a "Breakage
               Event") or (ii) any Loan to be made by such Lender not being
               made after notice of such Loan shall have been given by the
               Borrower hereunder or (b) any default in the making of any
               payment or prepayment of any amount required to be made
               hereunder.  In the case of any Breakage Event, such loss
               shall include an amount equal to the excess, as reasonably
               determined by such Lender, of (i) its cost of obtaining
               funds for the Loan which is the subject of such Breakage
               Event for the period from the date of such Breakage Event to
               the last day of the Interest Period in effect (or which
               would have been in effect) for such Loan over (ii) the
               amount of interest (as reasonably determined by such Lender)
               that would be realized by such Lender in reemploying the
               funds so paid, prepaid or converted or not borrowed,
               continued or converted by making a LIBO Rate Loan in such
               principal amount and with a maturity comparable to such
               period.  A certificate of any Lender setting forth any
               amount or amounts which such Lender is entitled to receive
               pursuant to this Section shall be delivered to the Borrower
               and shall be conclusive absent manifest error.

                         SECTION 2.14.  Pro Rata Treatment.  Except as
               permitted under any of Section 2.08(b), 2.11, 2.12, 2.13 or
               2.17, each borrowing under each type of Loan, each payment
               or prepayment of principal of the Loans, each payment of
               interest on the Loans, each other reduction of the principal
               or interest outstanding under the Loans, however achieved,
               including by setoff by any Person, each payment of the
               Commitment Fees, each reduction of the Commitments and each
               conversion or continuation of Loans shall be allocated pro
               rata among the Lenders in the proportions that their
               respective Commitments bear to the Total Commitment (or, if
               such Commitments shall have expired or been terminated, in
               accordance with the respective principal amounts of their
               outstanding Loans).  Each Lender agrees that in computing
               such Lender's portion of any borrowing to be made hereunder,
               the Administrative Agent may, in its discretion, round each
               Lender's percentage of such borrowing to the next higher or
               lower whole Dollar amount.

                         SECTION 2.15.  Sharing of Setoffs.  Each Lender
               agrees that if it shall, through the exercise of a right of
               banker's lien, setoff or counterclaim against the Borrower
               or pursuant to a secured claim under Section 506 of Title 11
               of the United States Code or other security or interest
               arising from, or in lieu of, such secured claim, received by
               such Lender under any applicable bankruptcy, insolvency or
               other similar law or otherwise, or by any other means obtain
               payment (voluntary or involuntary) in respect of any Loan of
               the Borrower held by it as a result of which the unpaid
               principal portion of the Loans of the Borrower held by it
               shall be proportionately less than the unpaid principal
               portion of the Loans of the Borrower held by any other
               Lender (other than as permitted under any of Section
               2.08(b), 2.11, 2.12, 2.13 or 2.17), it shall be deemed to
               have simultaneously purchased from such other Lender at face
               value, and shall promptly pay to such other Lender the
               purchase price for, a participation in the Loans of the
               Borrower held by such other Lender, so that the aggregate
               unpaid principal amount of the Loans of the Borrower and
               participation in Loans of the Borrower held by each Lender
               shall be in the same proportion to the aggregate unpaid
               principal amount of all Loans of the Borrower then
               outstanding as the principal amount of the Loans of the
               Borrower held by it prior to such exercise of banker's lien,
               setoff or counterclaim was to the principal amount of all
               Loans of the Borrower outstanding prior to such exercise of
               banker's lien, setoff or counterclaim or other event;
               provided, however, that if any such purchase or purchases or
               adjustments shall be made pursuant to this Section 2.15 and
               the payment giving rise thereto shall thereafter be
               recovered, such purchase or purchases or adjustments shall
               be rescinded to the extent of such recovery and the purchase
               price or prices or adjustment restored without interest.  To
               the fullest extent permitted by applicable law, the Borrower
               expressly consents to the foregoing arrangements and agrees
               that any Lender holding a participation in a Loan of the
               Borrower deemed to have been so purchased may exercise any
               and all rights of banker's lien, setoff or counterclaim with
               respect to any and all moneys owing by the Borrower
               hereunder to such Lender as fully as if such Lender had made
               a Loan directly to the Borrower in the amount of such
               participation.

                         SECTION 2.16.  Payments.  (a)  Except as otherwise
               provided in this Agreement, all payments and prepayments to
               be made by the Borrower to the Lenders hereunder, whether on
               account of Commitment Fees, payment of principal or interest
               on any Loan or other amounts at any time owing hereunder or
               under any other Loan Document, shall be made to the
               Administrative Agent at its office at 270 Park Avenue, New
               York, New York, for the account of the several Lenders in
               immediately available funds.  All such payments shall be
               made to the Administrative Agent as aforesaid not later than
               10:30 a.m., New York City time, on the date due; and funds
               received after that hour shall be deemed to have been
               received by the Administrative Agent on the following
               Business Day.

                         (b)  As promptly as possible, but no later than
               2:00 p.m., New York City time, on the date of each
               borrowing, each Lender participating in the Loans made on
               such date shall pay to the Administrative Agent such
               Lender's Applicable Percentage of such Loan plus, if such
               payment is received by the Administrative Agent after 2:00
               p.m., New York City time, on the date of such borrowing,
               interest at a rate per annum equal to the rate in effect on
               such day, quoted by the Administrative Agent at its office
               at 270 Park Avenue, New York, New York, for the overnight
               "sale" to such Lender of Federal funds.  At the time of, and
               by virtue of, such payment, such Lender shall be deemed to
               have made its Loan in the amount of such payment.  The
               Administrative Agent agrees to pay any moneys, including
               such interest, so paid to it by the lending Lenders
               promptly, but no later than 3:00 p.m., New York City time,
               on the date of such borrowing, to the Borrower in
               immediately available funds.

                         (c)  If any payment of principal, interest,
               Commitment Fee or any other amount payable to the Lenders
               hereunder on any Loan shall fall due on a day that is not a
               Business Day, then (except in the case of payments of
               principal of or interest on LIBO Rate Loans, in which case
               such payment shall be made on the next preceding Business
               Day if the next succeeding Business Day would fall in the
               next calendar month) such due date shall be extended to the
               next succeeding Business Day, and interest shall be payable
               on principal in respect of such extension.

                         (d)  Unless the Administrative Agent shall have
               been notified by the Borrower prior to the date on which any
               payment or prepayment is due hereunder (which notice shall
               be effective upon receipt) that the Borrower does not intend
               to make such payment or prepayment, the Administrative Agent
               may assume that the Borrower has made such payment or
               prepayment when due and the Administrative Agent may in
               reliance upon such assumption (but shall not be required to)
               make available to each Lender on such date an amount equal
               to the portion of such assumed payment or prepayment such
               Lender is entitled to hereunder, and, if the Borrower has
               not in fact made such payment or prepayment to the
               Administrative Agent, such Lender shall, on demand, repay to
               the Administrative Agent the amount made available to such
               Lender, together with interest thereon in respect of each
               day during the period commencing on the date such amount was
               made available to such Lender and ending on (but excluding)
               the date such Lender repays such amount to the
               Administrative Agent, at a rate per annum equal to the rate,
               determined by the Administrative Agent to represent its cost
               of overnight or short-term funds (which determination shall
               be conclusive absent manifest error).

                         (e)  All payments of the principal of or interest
               on the Loans or any other amounts to be paid to any Lender
               or the Administrative Agent under this Agreement or any of
               the other Loan Documents shall be made in Dollars, without
               reduction by reason of any currency exchange expense.

                         SECTION 2.17.  U.S. Taxes.  (a)  Any and all
               payments by the Borrower hereunder shall be made, in
               accordance with Section 2.16, free and clear of and without
               deduction for any and all present or future taxes, levies,
               imposts, deductions, charges or withholdings, and all
               liabilities with respect thereto imposed by the United
               States or any political subdivision thereof, excluding taxes
               imposed on the net income of an Agent or any Lender (or
               Transferee) and franchise taxes of an Agent or any Lender
               (or Transferee), as applicable, as a result of a connection
               between the jurisdiction imposing such taxes and such Agent
               or such Lender (or Transferee), as applicable, other than a
               connection arising solely from such Agent or such Lender (or
               Transferee), as applicable, having executed, delivered,
               performed its obligations or received a payment under, or
               enforced, this Agreement (all such nonexcluded taxes,
               levies, imposts, deductions, charges, withholdings and
               liabilities being hereinafter referred to as "Non-Excluded
               Taxes").  If the Borrower shall be required by law to deduct
               any Non-Excluded Taxes from or in respect of any sum payable
               hereunder to the Lenders (or any Transferee) or an Agent,
               (i) the sum payable shall be increased by the amount
               necessary so that after making all required deductions
               (including deductions applicable to additional sums payable
               under this Section 2.17) such Lender (or Transferee) or an
               Agent (as the case may be) shall receive an amount equal to
               the sum it would have received had no such deductions been
               made, (ii) the Borrower shall make such deductions and
               (iii) the Borrower shall pay the full amount deducted to the
               relevant taxing authority or other Governmental Authority in
               accordance with applicable law; provided, however, that no
               Transferee of any Lender shall be entitled to receive any
               greater payment under this Section 2.17 than such Lender
               would have been entitled to receive with respect to the
               rights assigned, participated or otherwise transferred
               unless such assignment, participation or transfer shall have
               been made at a time when the circumstances giving rise to
               such greater payment did not exist.

                         (b)  In addition, the Borrower agrees to bear and
               to pay to the relevant Governmental Authority in accordance
               with applicable law any current or future stamp or
               documentary taxes or any other similar excise taxes, charges
               or similar levies that arise from any payment made hereunder
               or from the execution, delivery, registration or enforcement
               of, or otherwise with respect to, this Agreement or any
               other Loan Document and any property taxes that arise from
               the enforcement of this Agreement or any other Loan Document
               ("Other Taxes").


                         (c)  The Borrower will indemnify each Lender (or
               Transferee) and each Agent for the full amount of Non-
               Excluded Taxes and Other Taxes (including Non-Excluded Taxes
               or Other Taxes imposed on amounts payable under this Section
               2.17) paid by such Lender (or Transferee) or such Agent, as
               the case may be, and any liability (including penalties,
               interest and expenses (including reasonable attorney's fees
               and expenses)) arising therefrom or with respect thereto.  A
               certificate as to the amount of such payment or liability
               prepared by a Lender or Agent, or the Administrative Agent
               on behalf of such Lender or Agent, absent manifest error,
               shall be final, conclusive and binding for all purposes. 
               Such indemnification shall be made within 30 days after the
               date such Lender (or Transferee) or such Agent, as the case
               may be, makes written demand therefor.

                         (d)  Within 30 days after the date of any payment
               of Non-Excluded Taxes or Other Taxes by the Borrower to the
               relevant Governmental Authority, the Borrower will furnish
               to the Administrative Agent, at its address referred to on
               the signature page, the original or a certified copy of a
               receipt issued by such Governmental Authority evidencing
               payment thereof.

                         (e)  At the time it becomes a party to this
               Agreement or a Transferee, each Lender (or Transferee) that
               is organized under the laws of a jurisdiction outside the
               United States shall (in the case of a Transferee, subject to
               the immediately succeeding sentence) deliver to the Borrower
               either a valid and currently effective Internal Revenue
               Service Form 1001 or Form 4224 or, in the case of a Lender
               (or Transferee) claiming exemption from U.S. Federal
               withholding tax under Section 871(h) or 881(c) of the Code
               with respect to payments of "portfolio interest", a Form W-
               8, or any subsequent version thereof or successors thereto,
               (and if such Lender (or Transferee) delivers a Form W-8, a
               certificate representing that such Lender (or Transferee) is
               not a bank for purposes of Section 881(c) of the Code, is
               not a 10-percent shareholder (within the meaning of Section
               871(h)(3)(B) of the Code) of the Borrower and is not a
               controlled foreign corporation related to the Borrower
               (within the meaning of Section 864(d)(4) of the Code)),
               properly completed and duly executed by such Lender (or
               Transferee) establishing that such payment is (i) not
               subject to United States Federal withholding tax under the
               Code because such payment is effectively connected with the
               conduct by such Lender (or Transferee) of a trade or
               business in the United States or (ii) totally exempt from
               (or in case of a Transferee, entitled to a reduced rate of)
               United States Federal withholding tax.  Notwithstanding any
               other provision of this Section 2.17(e), no Transferee shall
               be required to deliver any form pursuant to this Section
               2.17(e) that such Transferee is not legally able to deliver.
                In addition, each Lender (or Transferee) shall deliver such
               forms promptly upon the obsolescence or invalidity of any
               form previously delivered, but only, in such case, to the
               extent such Lender (or Transferee) is legally able to do so.

                         (f)  Notwithstanding anything to the contrary
               contained in this Section 2.17, the Borrower shall not be
               required to pay any additional amounts to any Lender (or
               Transferee) in respect of United States Federal withholding
               tax pursuant to paragraph (a) above if the obligation to pay
               such additional amounts would not have arisen but for a
               failure by such Lender (or Transferee) to comply with the
               provisions of paragraph (e) above.

                         (g)  Any Lender (or Transferee) claiming any
               additional amounts payable pursuant to this Section 2.17
               shall use reasonable efforts (consistent with legal and
               regulatory restrictions) to file any certificate or document
               requested by the Borrower or to change the jurisdiction of
               its applicable lending office if the making of such a filing
               or change would avoid the need for or reduce the amount of
               any such additional amounts which may thereafter accrue and
               would not, in the sole determination of such Lender, be
               otherwise disadvantageous to such Lender (or Transferee).

                         (h)  Without prejudice to the survival of any
               other agreement contained herein, the agreements and
               obligations contained in this Section 2.17 shall survive the
               payment in full of the principal of and interest on all
               Loans made hereunder.

                         (i)  Nothing contained in this Section 2.17 shall
               require any Lender (or Transferee) or the Administrative
               Agent to make available any of its income tax returns (or
               any other information that it deems to be confidential or
               proprietary).


                                       ARTICLE III

                              Representations and Warranties


                         SECTION 3.01.  Representations and Warranties.  As
               of the Effective Date and each other date upon which such
               representations and warranties are required to be made or
               deemed made pursuant to Section 6.01(i), the Borrower
               represents and warrants to each Lender and Agent as follows:

                         (a)  Organization, Powers.  The Borrower (i) is
               duly organized, validly existing and in good standing under
               the laws of the State of Delaware, (ii) has the requisite
               power and authority to own its property and assets and to
               carry on its business as now conducted and as proposed to be
               conducted, and (iii) is qualified to do business in every
               jurisdiction where such qualification is required, except
               where the failure so to qualify would not have a material
               adverse effect on its condition, financial or otherwise. 
               The Borrower has the corporate power to execute, deliver and
               perform its obligations under this Agreement and the other
               Loan Documents to which it is or is to be a party and to
               borrow hereunder.  The Borrower has all requisite corporate
               power, and has all material governmental licenses,
               authorizations, consents and approvals necessary to own its
               own assets and carry on its business as now being or as
               proposed to be conducted.

                         (b)  Authorization.  The execution, delivery and
               performance of this Agreement (including, without
               limitation, performance of the obligations set forth in
               Section 5.0l(l)) and the other Loan Documents to which the
               Borrower is or is to be a party and the borrowings hereunder
               (i) have been duly authorized by all requisite corporate
               and, if required, stockholder, action on the part of the
               Borrower and (ii) will not (A) violate (x) any Governmental
               Rule or the Borrower's certificate of incorporation or By-
               laws or (y) any provisions of any indenture, agreement or
               other instrument to which the Borrower is a party, or by
               which the Borrower or any of its properties or assets are or
               may be bound, (B) be in conflict with, result in a breach of
               or constitute (alone or with notice or lapse of time or
               both) a default under any indenture, agreement or other
               instrument referred to in (ii)(A)(y) above or (C) result in
               the creation or imposition of any Lien, charge or
               encumbrance of any nature whatsoever upon any property or
               assets of the Borrower.

                         (c)  Governmental Approvals.  Except for those
               consents, approvals and registrations listed on Schedule IV
               hereto, each of which has been obtained and is in full force
               and effect, no registration with or consent or approval of,
               or other action by, any Governmental Authority is or will be
               required in connection with the execution, delivery and
               performance by the Borrower of this Agreement or any other
               Loan Document to which it is, or is to be, a party or the
               borrowings hereunder by the Borrower.  Other than routine
               authorizations, permissions or consents which are of a minor
               nature and which are customarily granted in due course after
               application or the denial of which would not materially
               adversely affect the business, financial condition or
               operations of the Borrower, the Borrower has all franchises,
               licenses, certificates, authorizations, approvals or
               consents from all national, state and local governmental and
               regulatory authorities required to carry on its business as
               now conducted and as proposed to be conducted.

                         (d)  Enforceability.  This Agreement and each of
               the other Loan Documents to which it is a party constitutes
               a legal, valid and binding obligation of the Borrower,
               enforceable in accordance with its respective terms
               (subject, as to the enforcement of remedies against the
               Borrower, to applicable bankruptcy, reorganization,
               insolvency, moratorium and similar laws affecting creditors'
               rights against the Borrower generally in connection with the
               bankruptcy, reorganization or insolvency of the Borrower or
               a moratorium or similar event relating to the Borrower).

                         (e)  Financial Statements.  The Borrower has
               heretofore furnished to each of the Lenders an unaudited pro
               forma statement of operations for the fiscal year ended
               December 31, 1996, and an unaudited pro forma consolidated
               balance sheet and statement of operations as of and for the
               six-month period ended June 30, 1997.  All such balance
               sheets and statements of operations and cash flow present
               fairly the financial condition and results of operations of
               the Borrower and its Subsidiaries as of the dates and for
               the periods indicated.  Such financial statements and the
               notes thereto disclose all material liabilities, direct or
               contingent, of the Borrower and its Subsidiaries as of the
               dates thereof which are required to be disclosed in the
               footnotes to financial statements prepared in accordance
               with GAAP.  The financial statements referred to in this
               Section 3.01(e) have been prepared in accordance with GAAP.
                There has been no material adverse change since August 26,
               1997, in the businesses, assets, operations, prospects or
               condition, financial or otherwise, of the Borrower and its
               Subsidiaries taken as a whole.

                         (f)  Litigation; Compliance with Laws; etc.
               (i)  There are no actions, suits or proceedings at law or in
               equity or by or before any governmental instrumentality or
               other agency or regulatory authority now pending or, to the
               knowledge of the Borrower, threatened against or affecting
               the Borrower or any Subsidiary or the businesses, assets or
               rights of the Borrower or any Subsidiary (i) which involve
               this Agreement or any of the other Loan Documents or any of
               the transactions contemplated hereby or thereby or (ii) as
               to which there is a reasonable possibility of an adverse
               determination and which, if adversely determined, could,
               individually or in the aggregate, materially impair the
               ability of the Borrower to conduct its business
               substantially as now conducted, or materially and adversely
               affect the businesses, assets, operations, prospects or
               condition, financial or otherwise, of the Borrower, or
               impair the validity or enforceability of, or the ability of
               the Borrower to perform its obligations under, this
               Agreement or any of the other Loan Documents to which it is
               a party.

                         (ii)  Neither the Borrower nor any Subsidiary is
               in violation of any Governmental Rule, or in default with
               respect to any judgment, writ, injunction, decree, rule or
               regulation of Governmental Authority, where such violation
               or default could result in a Material Adverse Effect.

                         (g)  Title, etc.  The Borrower and the
               Subsidiaries have good and valid title to their respective
               material properties, assets and revenues (exclusive of oil,
               gas and other mineral properties on which no development or
               production activities are being conducted and commercially
               exploitable reserves have not been discovered), in the case
               of the Borrower and its Restricted Subsidiaries, free and
               clear of all Liens except such Liens as are permitted by
               Section 5.02(d) and except for covenants, restrictions,
               rights, easements and minor irregularities in title which do
               not individually or in the aggregate interfere with the
               occupation, use and enjoyment by the Borrower or any of its
               Restricted Subsidiaries of such properties and assets in the
               normal course of business as presently conducted or
               materially impair the value thereof for use in such
               business.

                         (h)  Federal Reserve Regulations; Use of Proceeds.
               (i)  Neither the Borrower nor any Subsidiary is engaged
               principally, or as one of its important activities, in the
               business of extending credit for the purpose of purchasing
               or carrying Margin Stock.

                        (ii)  No part of the proceeds of the Loans will be
               used, whether directly or indirectly, and whether
               immediately, incidentally or ultimately, for any purpose
               which entails a violation of, or which is inconsistent with,
               the provisions of the Regulations of the Board, including,
               without limitation, Regulations G, U or X thereof.

                       (iii)  The Borrower will use the proceeds of all
               Loans made to it for the funding of capital expenditures,
               working capital and general corporate purposes.

                         (i)  Taxes.  The Borrower and the Subsidiaries
               have filed or caused to be filed all material Federal,
               state, local and foreign tax returns which are required to
               be filed by them, and have paid or caused to be paid all
               taxes shown to be due and payable on such returns or on any
               assessments received by any of them, other than any taxes or
               assessments the validity of which the Borrower or the
               relevant Subsidiary is contesting in good faith by
               appropriate proceedings, and with respect to which the
               Borrower or such Subsidiary shall, to the extent required by
               GAAP, have set aside on its books adequate reserves.

                         (j)  Employee Benefit Plans.  Each of the Borrower
               and its ERISA Affiliates is in compliance in all material
               respects with the applicable provisions of ERISA and the
               Code and the regulations and published interpretations
               thereunder.  No ERISA Event has occurred or is reasonably
               expected to occur that, when taken together with all other
               such ERISA Events, could materially and adversely affect the
               financial condition and operations of the Borrower and the
               ERISA Affiliates, taken as a whole.  The present value of
               all benefit liabilities under each Plan, determined on a
               plan termination basis (based on those assumptions used for
               financial disclosure purposes in accordance with Statement
               of Financial Accounting Standards No. 87 of the Financial
               Accounting Standards Board ("SFAS 87") did not, as of the
               last annual valuation date applicable thereto, exceed by
               more than $5,000,000 the value of the assets of such Plan,
               and the present value of all benefit liabilities of all
               underfunded Plans, determined on a plan termination basis
               (based on those assumptions used for financial disclosure
               purposes in accordance with SFAS 87) did not, as of the last
               annual valuation dates applicable thereto, exceed by more
               than $5,000,000 the value of the assets of all such
               underfunded Plans.

                         (k)  Investment Company Act.  Neither the Borrower
               nor any Subsidiary is an "investment company" as defined in,
               or subject to regulation under, the Investment Company Act
               of 1940, as amended from time to time.

                         (1)  Public Utility Holding Company Act.  Neither
               the Borrower nor any Subsidiary is a "holding company", or a
               "subsidiary company" of a "holding company", or an
               "affiliate" of a "holding company" or of a "subsidiary
               company" of a "holding company", within the meaning of the
               Public Utility Holding Company Act of 1935, as amended from
               time to time.

                         (m)  Subsidiaries.  Schedule III constitutes a
               complete and correct list, as of the Effective Date or the
               date of any update thereof required by Section 5.01(a)(6),
               of all Restricted Subsidiaries with at least $1,000,000 in
               total assets, indicating the jurisdiction of incorporation
               or organization of each corporation or partnership and the
               percentage of shares or units owned on such date directly or
               indirectly by the Borrower in each.  Each entity shown as a
               parent company owns on such date, free and clear of all
               Liens (other than the Liens permitted by
               Section 5.02(d)(iii)), the percentage of voting shares or
               partnership interests outstanding of its Restricted
               Subsidiaries shown on Schedule III, and all such shares or
               partnership interests are validly issued and fully paid.

                         (n)  Environmental Matters.  (1)  The properties
               owned, leased or operated by the Borrower and its
               Subsidiaries (the "Properties") and all operations of the
               Borrower and its Subsidiaries are in compliance, and in the
               last three years have been in compliance, with all
               Environmental Laws, and all necessary Environmental Permits
               have been obtained and are in effect, except to the extent
               that such noncompliance or failure to obtain any necessary
               permits, in the aggregate, could not reasonably be expected
               to result in a Material Adverse Effect.

                         (2)  There have been no Releases or threatened
               Releases at, from, under or proximate to the Properties or
               otherwise in connection with the operations of the Borrower
               or its Subsidiaries, which Releases or threatened Releases,
               in the aggregate, could reasonably be expected to result in
               a Material Adverse Effect.

                         (3)  Neither the Borrower nor any of its
               Subsidiaries has received any notice of an Environmental
               Claim in connection with the Properties or the operations of
               the Borrower or its Subsidiaries or with regard to any
               Person whose liabilities for environmental matters the
               Borrower or its Subsidiaries has retained or assumed, in
               whole or in part, contractually, by operation of law or
               otherwise, which, in the aggregate, could reasonably be
               expected to result in a Material Adverse Effect, nor does
               the Borrower or its Subsidiaries have reason to believe that
               any such notice will be received or is being threatened.

                         (4)  Hazardous Materials have not been transported
               from the Properties, nor have Hazardous Materials been
               generated, treated, stored or disposed of at, on or under
               any of the Properties in a manner that could give rise to
               liability under any Environmental Law, nor has the Borrower
               or its Subsidiaries retained or assumed any liability,
               contractually, by operation of law or otherwise, with
               respect to the generation, treatment, storage or disposal of
               Hazardous Materials, which transportation, generation,
               treatment, storage or disposal, or retained or assumed
               liabilities, in the aggregate, could reasonably be expected
               to result in a Material Adverse Effect.

                         (o)  No Material Misstatements.  No information,
               report (including any exhibit, schedule or other attachment
               thereto or other document delivered in connection
               therewith), financial statement, exhibit or schedule
               prepared or furnished by the Borrower to the Administrative
               Agent or any Lender in connection with this Agreement or any
               of the other Loan Documents or included therein contained or
               contains any material misstatement of fact or omitted or
               omits to state any material fact necessary to make the
               statements therein, taken as a whole in the light of the
               circumstances under which they were made, not misleading.


                                        ARTICLE IV

                            Conditions to Initial Credit Event


                         Subject to satisfaction of the conditions to each
               Credit Event required by Section 6.01, the Borrower may not
               borrow Loans hereunder until the first date upon which the
               following conditions have been satisfied:

                         (a)  The Administrative Agent (or its counsel)
               shall have received from each party hereto either (i) a
               counterpart of this Agreement signed on behalf of such party
               or (ii) written evidence satisfactory to the Administrative
               Agent (which may include telecopy transmission of a signed
               signature of this Agreement) that such party has signed a
               counterpart to this Agreement.

                         (b)  The Administrative Agent and the Documentary
               Agent shall have received, on behalf of themselves and the
               Lenders, a favorable written opinion of (i) the General
               Counsel of the Borrower, substantially to the effect set
               forth in Exhibit D and (ii) Jones, Walker, Waechter,
               Poitevent, Carrere & Denegre, L.L.P., counsel for the
               Borrower, substantially to the effect set forth in
               Exhibit E, in each case (A) dated the Effective Date,
               (B) addressed to the Agents and the Lenders, and
               (C) covering such other matters relating to the Spin-Off,
               the Loan Documents and the transactions contemplated thereby
               as the Administrative Agent and the Documentary Agent shall
               reasonably request, and the Borrower hereby instructs such
               counsel to deliver such opinions.

                         (c)  All legal matters incident to this Agreement,
               the borrowings and extensions of credit hereunder, the other
               Loan Documents or the Spin-Off shall be satisfactory to the
               Lenders and to Cravath, Swaine & Moore, special counsel for
               the Agents.

                         (d)  The Administrative Agent and the Documentary
               Agent shall have received (i) a copy of the certificate of
               incorporation, including all amendments thereto, of the
               Borrower, certified as of a recent date by the Secretary of
               State of the state of its organization, and a certificate as
               to the good standing of the Borrower as of a recent date,
               from such Secretary of State; (ii) a certificate of the
               Secretary or Assistant Secretary of the Borrower dated the
               Effective Date and certifying (A) that attached thereto is a
               true and complete copy of the By-laws of the Borrower as in
               effect on the Effective Date and at all times since a date
               prior to the date of the resolutions described in clause (B)
               below, (B) that attached thereto is a true and complete copy
               of resolutions duly adopted by the Board of Directors of the
               Borrower authorizing the execution, delivery and performance
               of the Loan Documents to which the Borrower is a party and
               the borrowings hereunder, and that such resolutions have not
               been modified, rescinded or amended and are in full force
               and effect, (C) that the certificate of incorporation and
               By-laws of the Borrower have not been amended since the date
               of the last amendment thereto shown on the certificate of
               good standing furnished pursuant to clause (i) above or the
               date of the certificate furnished pursuant to clause (ii)
               above, as applicable, and (D) as to the incumbency and
               specimen signature of each officer executing any Loan
               Document or any other document delivered in connection
               herewith on behalf of the Borrower; (iii) a certificate of
               another officer as to the incumbency and specimen signature
               of the Secretary or Assistant Secretary executing the
               certificate pursuant to clause (ii) above; and (iv) such
               other documents as the Lenders or Cravath, Swaine & Moore,
               special counsel for the Agents, may reasonably request.

                         (e)  The Administrative Agent and the Documentary
               Agent shall have received a certificate, dated the Effective
               Date and signed by a Financial Officer of the Borrower,
               confirming compliance with the conditions precedent set
               forth in paragraphs (i) and (iii) of Section 6.01.

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

                         (g)  (i) All actions related to the Spin-Off shall
               have been completed on a generally tax-free basis with
               respect to the Borrower (subject to exceptions approved by
               the Administrative Agent), including arrangements in
               connection with the Spin-Off with respect to existing
               indebtedness of FTX and FRP, all on terms substantially the
               same as those described in the Form S-1 filed with the SEC
               in connection with the Spin-Off or otherwise satisfactory to
               the Lenders (including all tax, accounting, corporate and
               partnership matters) and all in accordance with applicable
               law and documentation reasonably satisfactory to the
               Lenders; and (ii) the Lenders shall be satisfied with the
               capitalization and structure of the Borrower after the
               consummation of the Spin-Off.

                         (h)  After giving effect to the Spin-Off and the
               other transactions contemplated hereby, the Borrower and its
               Restricted Subsidiaries shall have outstanding no Debt or
               preferred stock other than (i) the Loans and other
               extensions of credit under this Agreement and (ii) the Debt
               permitted under Section 5.02(g); provided, however, that
               such Debt that shall remain outstanding after the Effective
               Date pursuant to the terms of Section 5.02(g) shall be
               satisfactory in all respects to the Lenders (including, but
               not limited to, terms and conditions relating to the
               interest rates, fees, amortization, maturity, subordination,
               covenants, events of default and remedies).

                         (i)  The Borrower shall have delivered to each
               Lender a reserve report, in a form satisfactory to the
               Administrative Agent, the Co-Agent and the Lenders, on the
               sulphur properties of the Borrower and its Restricted
               Subsidiaries.

                         (j)  The Lenders shall have received (i) an
               unaudited pro forma consolidated statement of operations of
               the Borrower for the 1996 fiscal year, (ii) an unaudited pro
               forma consolidated balance sheet and related statement of
               operations of the Borrower for the six-month period ended
               June 30, 1997 and (iii) other financial information,
               including projections, all in form and substance
               satisfactory to the Administrative Agent.  Such financial
               statements and other financial information provided to the
               Lenders by the Borrower shall not be materially inconsistent
               with such financial statements or other financial
               information previously provided to the Lenders.

                         (k)  There shall be no litigation or
               administrative proceedings or other legal or regulatory
               developments, actual or threatened, that, in the reasonable
               judgment of the Lenders, involve a reasonable possibility of
               a Material Adverse Effect or which would be materially
               inconsistent with the assumptions underlying the projections
               contained in the Confidential Information Memorandum.

                         (l)  The Lenders shall be satisfied that the
               consummation of the transactions contemplated by this
               Agreement and the Spin-Off will not (i) violate any
               applicable law, statute, rule or regulation (including, but
               not limited to, ERISA, margin regulations and Environmental
               Laws) or (ii) conflict with, or result in a default or event
               of default under (x) any indenture relating to any existing
               indebtedness of the Borrower or any of its Restricted
               Subsidiaries that is not being repaid, repurchased or
               redeemed in full on or prior to the Effective Date in
               connection with the Spin-Off or (y) any other material
               agreement of the Borrower or any of its Restricted
               Subsidiaries, and the Administrative Agent shall have
               received one or more legal opinions to such effect
               satisfactory to the Administrative Agent, from counsel to
               the Borrower satisfactory to the Administrative Agent.

                         (m)  The Lenders shall be reasonably satisfied as
               to the amount and nature of any environmental and employee
               health and safety exposures to which the Borrower and its
               Restricted Subsidiaries may be subject, and the plans of the
               Borrower with respect thereto.

                         (n)  The Borrower and each Restricted Subsidiary
               shall have in place insurance with reputable insurance
               companies or associations (or, to the extent consistent with
               prudent business practice, through its own program of self-
               insurance) in such amounts and covering such risks as is
               usually carried by companies in similar businesses and
               owning similar properties in the same general areas in which
               the Borrower or such Restricted Subsidiary operates.

                         (o)  There shall have been no material adverse
               change in the business, assets, operations, properties,
               financial condition, contingent liabilities, prospects or
               material agreements of the Borrower and its Restricted
               Subsidiaries, taken as a whole, since August 26, 1997.

                         (p)  The Lenders shall be reasonably satisfied in
               all respects with the tax position and the contingent tax
               and other liabilities of the Borrower and its Restricted
               Subsidiaries and the plans of the Borrower with respect
               thereto.

                         (q)  All requisite material Governmental
               Authorities and Third Parties shall have approved of or
               consented to the Spin-Off and the other transactions
               contemplated hereby to the extent required, all applicable
               appeal periods shall have expired and there shall be no
               governmental or judicial action, actual or threatened, that
               could reasonably be expected to restrain, prevent or impose
               burdensome conditions on the Spin-Off or the other
               transactions contemplated hereby.

                         (r)  The Lenders shall have received a copy, in a
               form satisfactory to the Administrative Agent, of the
               Agreement for Sulphur Supply dated as of July 1, 1993,
               between FRP, IMC Fertilizer, Inc. and IMC-Agrico Company, as
               such agreement shall be amended in connection with the Spin-
               Off (the "Sulphur Supply Agreement").


                         (s)  The Borrower shall have delivered to each
               Lender a calculation of its Leverage Ratio and EBITDA Ratio
               as of the fiscal quarter ended September 30, 1997.


                                        ARTICLE V

                                        Covenants


                         SECTION 5.01.  Affirmative Covenants of the
               Borrower.  The Borrower covenants and agrees with each
               Lender and Agent that from and after the Effective Date and
               so long as this Agreement shall remain in effect and until
               the Commitments have been terminated and the principal of
               and interest on each Loan, all fees and all other expenses
               or amounts payable under any Loan Document shall have been
               paid in full, that, unless the Required Lenders otherwise
               provide prior written consent:

                         (a)  Financial Statements, etc.  The Borrower
               shall furnish each Lender:

                         (1) within 95 days after the end of each fiscal
                    year, a consolidated balance sheet of the Borrower and
                    its Subsidiaries as at the close of such fiscal year
                    and consolidated statements of operation and changes in
                    retained earnings and cash flow of it and its
                    Subsidiaries for such year, with the opinion thereon of
                    Arthur Andersen LLP or other independent public
                    accountants of national standing selected by it to the
                    effect that such consolidated financial statements
                    fairly present the financial condition and results of
                    operations of the Borrower on a consolidated basis in
                    accordance with GAAP consistently applied, except as
                    disclosed in such auditor's report;

                         (2) within 50 days after the end of each of the
                    first three quarters of each of its fiscal years, a
                    consolidated balance sheet of the Borrower and its
                    Subsidiaries as at the end of such quarter and
                    consolidated statements of income of the Borrower and
                    its Subsidiaries, for such quarter and for the period
                    from the beginning of the fiscal year to the end of
                    such quarter, certified by a Financial Officer of the
                    Borrower as fairly presenting the financial condition
                    and results of operations of the Borrower on a
                    consolidated basis in accordance with GAAP consistently
                    applied, subject to normal year-end audit adjustments;

                         (3) promptly after their becoming available,
                    (a) copies of all financial statements, reports and
                    proxy statements which the Borrower shall have sent to
                    its stockholders generally, (b) copies of all
                    registration statements (excluding registration
                    statements relating to employee benefit plans) and
                    regular and periodic reports, if any, which it shall
                    have filed with the SEC, or any governmental agency
                    substituted therefor, and (c) if requested by any
                    Lender, copies of each annual report filed with any
                    Governmental Authority pursuant to ERISA with respect
                    to each Plan of the Borrower or any of the
                    Subsidiaries;

                         (4) on or prior to April 1 of each year,
                    commencing with the April 1 immediately following the
                    Effective Date, the Borrower shall provide to each
                    Lender (i) an update with respect to the sulphur
                    reserves of the Borrower and its Restricted
                    Subsidiaries and (ii) projections for the Borrower's
                    business operations, in each case in a form
                    satisfactory to the Administrative Agent;

                         (5) promptly upon the occurrence of any Default or
                    Event of Default, the occurrence of any default under
                    any other Loan Document, the commencement of any
                    proceeding regarding the Borrower or any of its
                    Subsidiaries under any Federal or state bankruptcy law,
                    any other development that has resulted in, or could
                    reasonably be expected to result in, a Material Adverse
                    Effect, notice thereof, describing the same in
                    reasonable detail;

                         (6) at the time of provision of the financial
                    statements referred to in clauses (1) and (2) above, an
                    update of Schedule III to correct, add or delete any
                    required information; and

                         (7) from time to time, such further information
                    regarding the business, affairs and financial condition
                    of the Borrower or any Subsidiary as any Lender may
                    reasonably request.

               At the time the Borrower furnishes financial statements
               pursuant to the foregoing clauses (1) and (2), it also will
               furnish each Lender a certificate signed by its Treasurer or
               other authorized Financial Officer setting forth the
               calculation of:  (a) its Leverage Ratio as determined in
               accordance with Section 5.02(e) and (b) its EBITDA Ratio as
               determined in accordance with Section 5.02(f); provided,
               however, that, with respect to data included in such
               calculations related to the period prior to the consummation
               of the Spin-Off, such data shall be determined on a pro
               forma basis, and it will furnish a certificate signed by its
               Treasurer or other authorized Financial Officer certifying
               that no Default or Event of Default has occurred, or if such
               a Default or Event of Default has occurred, specifying the
               nature and extent thereof and any corrective action taken or
               proposed to be taken with respect thereto.

                         (b)  Obligations, Taxes and Claims.  The Borrower
               shall, and shall cause each of its Subsidiaries to, pay its
               material obligations promptly and pay and discharge promptly
               when due all taxes, assessments and governmental charges or
               levies imposed upon it or upon its income or profits, or
               upon any property belonging to it, prior to the date on
               which material penalties attach thereto, as well as all
               lawful claims for labor, materials and supplies or otherwise
               that, with respect to any of the foregoing, if unpaid, could
               reasonably be expected to give rise to a Lien upon such
               properties or any part thereof which is not permitted by
               Section 5.02(d); provided that neither the Borrower nor any
               Subsidiary shall be required to pay or discharge any such
               obligation, tax, assessment, charge, levy or claim, the
               payment of which is being contested in good faith by proper
               proceedings and with respect to which the Borrower or such
               Subsidiary shall have, to the extent required by GAAP, set
               aside on its books adequate reserves and such contest
               operates to suspend collection of the contested obligation,
               tax, assessment or charge and enforcement of such Lien and,
               in the case of a mortgaged property, there is no risk of
               forfeiture of such property.

                         (c)  Maintenance of Existence; Conduct of
               Business.  The Borrower shall preserve and maintain its
               corporate existence and all its rights, privileges and
               franchises necessary or desirable in the normal conduct of
               its business; provided that nothing herein shall prevent any
               transaction permitted by Section 5.02(c).

                         (d)  Compliance with Applicable Laws.  The
               Borrower shall, and shall cause each of its Subsidiaries to,
               comply with the requirements of all applicable laws, rules,
               regulations and orders of any Governmental Authority, a
               breach of which would materially and adversely affect its
               consolidated financial condition or business, except where
               contested in good faith and by proper proceedings and with
               respect to which the Borrower or such Subsidiary shall have,
               to the extent required by GAAP, set aside on its books
               adequate reserves.

                         (e)  Litigation.  The Borrower shall promptly give
               to each Lender notice in writing of all litigation and all
               proceedings before any Governmental Authority or arbitration
               authorities affecting the Borrower or any Subsidiary, except
               those which, if adversely determined, do not relate to the
               Loan Documents and which would not have a material adverse
               effect on the business, assets, operations or financial
               condition of the Borrower or the Borrower's ability to
               comply with its obligations under the Loan Documents.

                         (f)  ERISA.  The Borrower shall, and shall cause
               each of its ERISA Affiliates to, comply in all material
               respects with the applicable provisions of ERISA and the
               Code and furnish to the Administrative Agent as soon as
               possible, and in any event within 30 days after any
               Responsible Officer of the Borrower or any ERISA Affiliate
               knows or has reason to know that any ERISA Event has
               occurred that alone or together with any other ERISA Event
               could reasonably be expected to result in liability of the
               Borrower in an aggregate amount exceeding $25,000,000 or
               requires payment exceeding $10,000,000 in any year, a
               statement of a Financial Officer of the Borrower setting
               forth details as to such ERISA Event and the action that the
               Borrower proposes to take with respect thereto.

                         (g)  Compliance with Environmental Laws.  The
               Borrower shall comply, and cause its Subsidiaries and all
               lessees and other Persons occupying the Properties to
               comply, in all material respects with all Environmental Laws
               and Environmental Permits applicable to its operations and
               Properties; obtain and renew all material Environmental
               Permits necessary for its operations and Properties; and
               conduct any Remedial Action in accordance with Environmental
               Laws; provided, however, that neither the Borrower nor any
               of its Subsidiaries shall be required to undertake any
               Remedial Action to the extent that its obligation to do so
               is being contested in good faith and by proper proceedings
               and appropriate reserves are being maintained with respect
               to such circumstances in accordance with GAAP.

                         (h)  Preparation of Environmental Reports.  If a
               default caused by reason of a breach of Section 3.01(n) or
               5.01(g) shall have occurred and be continuing, at the
               request of the Required Lenders through the Administrative
               Agent, the Borrower shall provide to the Lenders within
               45 days after such request, at the expense of the Borrower,
               an environmental site assessment report for the Properties
               (which are the subject of such default) prepared by an
               environmental consulting firm acceptable to the
               Administrative Agent, indicating the presence or absence of
               Hazardous Materials and the estimated cost of any compliance
               or Remedial Action in connection with such Properties.

                         (i)  Insurance.  The Borrower and each Restricted
               Subsidiary shall (i) keep its insurable properties
               adequately insured at all times; (ii) maintain such other
               insurance, to such extent and against such risks, including
               fire, flood and other risks insured against by extended
               coverage, as is customary with companies in the same or
               similar businesses; (iii) maintain in full force and effect
               public liability insurance against claims for personal
               injury or death or property damage occurring upon, in, about
               or in connection with the use of any properties owned,
               occupied or controlled by it in such amount as it shall
               reasonably deem necessary; and (iv) maintain such other
               insurance as may be required by law.

                         (j)  Access to Premises and Records.  The Borrower
               and each Subsidiary shall maintain financial records in
               accordance with GAAP, and, at all reasonable times and as
               often as any Lender may reasonably request, permit
               representatives of any Lender to have access to its
               financial records and its premises and to the records and
               premises of any of its Subsidiaries and to make such
               excerpts from and copies of such records as such
               representatives deem necessary and to discuss its affairs,
               finances and accounts with its officers and its independent
               certified public accountants or other parties preparing
               consolidated or consolidating statements for it or on its
               behalf.

                         (k)  Maintenance of Property.  The Borrower shall,
               and shall cause each of its Restricted Subsidiaries to, keep
               and maintain all property material to the conduct of the
               business of the Borrower and its Restricted Subsidiaries,
               taken as a whole, in good working order and condition,
               ordinary wear and tear excepted.

                         (l)  Further Assurances.  The Borrower shall, and
               shall cause its Subsidiaries to, execute any and all further
               documents, financing statements, agreements and instruments,
               and take all further actions, which may be required under
               applicable law, or which the Required Lenders, the
               Administrative Agent or the Documentary Agent may reasonably
               request, in order to effectuate the transactions
               contemplated by this Agreement and the other Loan Documents.

                         SECTION 5.02.  Negative Covenants of the Borrower.
               The Borrower covenants and agrees with each Lender and Agent
               that, from and after the Effective Date and so long as this
               Agreement shall remain in effect and until the Commitments
               have been terminated and the principal of and interest on
               each Loan, all fees and all other expenses or amounts
               payable under any Loan Document have been paid in full,
               without the prior written consent of the Required Lenders:

                         (a)  Conflicting Agreements.  The Borrower shall
               not, and shall cause its Restricted Subsidiaries not to,
               enter into any agreement with any Person containing any
               provision which (i) would be violated or breached by the
               performance of its obligations under any Loan Document or
               under any instrument or document delivered or to be
               delivered by it hereunder or thereunder or in connection
               herewith or therewith, (ii) would prohibit or restrict the
               Borrower or any of its Restricted Subsidiaries in the
               payment of dividends or other distributions or (iii) would
               prohibit or restrict the ability of the Borrower or any of
               its Restricted Subsidiaries to create Liens on any of their
               assets (other than assets which are subject to Liens
               permitted pursuant to paragraphs (ii), (iii), (iv) and (v)
               of Section 5.02(d) and extensions and renewals and
               replacements thereof to the extent permitted pursuant to
               Section 5.02(d)(vii).

                         (b)  Hedge Transactions.  The Borrower and the
               Restricted Subsidiaries shall enter into or become obligated
               with respect to Hedge Agreements only in the ordinary course
               of business to hedge or protect against actual or reasonably
               anticipated exposures and not for speculation.

                         (c)  Consolidation or Merger; Disposition of
               Assets and Capital Stock.  The Borrower shall not, and shall
               not permit any Restricted Subsidiary to, merge into or
               consolidate with any other Person or permit any other Person
               to merge into or consolidate with it, or sell, lease,
               transfer or otherwise dispose of (in one transaction or a
               series of transactions) all or any substantial part of its
               assets (whether now owned or hereafter acquired) or any
               capital stock or other ownership interests of any Restricted
               Subsidiary, except for (i) dispositions of accounts
               receivable and dispositions of inventory in the ordinary
               course of business, (ii) dispositions of obsolete or worn-
               out property, or real estate not used or useful in its
               business, (iii) subject to Sections 5.02(l) and (m),
               dispositions of assets by the Borrower or a Restricted
               Subsidiary to another Restricted Subsidiary or the Borrower,
               (iv) subject to Section 5.02(j), dispositions of assets by a
               Borrower or the Restricted Subsidiary to a Third Party,
               (v) to the extent permitted by Section 5.02(n), the payment
               of Equity Payments by the Borrower or any Restricted
               Subsidiary, (iv) subject to Section 2.07(b), sale and
               leaseback transactions and (vii) investments in Permitted
               Investments and dispositions thereof; and except that:

                         (x) the Borrower or any Restricted Subsidiary may
                    merge or liquidate any other Person into itself;

                         (y) any Restricted Subsidiary may be merged into
                    any other Person; provided that such other Person,
                    immediately following such merger, shall be deemed a
                    Restricted Subsidiary; and

                         (z) subject to Section 2.07(b), the Borrower or
                    any Restricted Subsidiary may sell or otherwise dispose
                    of (including by merger or consolidation) any assets or
                    securities of any Subsidiary;


               provided, however, that in the case of a merger permitted by
               clause (x) above, immediately thereafter and giving effect
               thereto, the Borrower or, as the case may be, a Restricted
               Subsidiary would be the surviving Person and, in the case of
               a merger permitted by clause (x) or (y) above or of any
               disposition of assets or securities permitted by clause (z)
               above, no Default or Event of Default would, immediately
               thereafter and giving effect thereto, have occurred and be
               continuing.  Each sale or other disposition permitted by
               clause (z) above shall be permitted only if the Borrower or
               the Restricted Subsidiary shall receive fair consideration
               therefor, as determined by the Board of Directors of the
               Borrower or of such Restricted Subsidiary, as the case may
               be, and certified by its Treasurer or another of its
               Financial Officers to the Administrative Agent.

                         (d)  Liens.  The Borrower shall not, nor shall it
               permit any of its Restricted Subsidiaries to, create, incur,
               assume or suffer to exist any Lien upon any of their
               respective properties, revenues or assets (including stock
               or other securities of any Person, including any
               Subsidiary), now owned or hereafter acquired, except:

                           (i) required margin deposits on permitted Hedge
                    Agreements and foreign currency exchange agreements,
                    surety and appeal bonds and materialmen's, suppliers',
                    tax and other like Liens arising in the ordinary course
                    of its or such Restricted Subsidiary's business
                    securing obligations which are not overdue or are being
                    contested in good faith by appropriate proceedings and
                    as to which adequate reserves have been set aside on
                    its books to the extent required by GAAP, Liens arising
                    in connection with workers' compensation, unemployment
                    insurance and progress payments under government
                    contracts, and other Liens incident to the ordinary
                    conduct of its or such Restricted Subsidiary's business
                    or the ordinary operation of property or assets and not
                    incurred in connection with the obtaining of any Debt
                    or Guarantee;

                          (ii) Liens on assets or properties not owned as
                    of the Effective Date by the Borrower or any Restricted
                    Subsidiary securing only purchase money Debt of the
                    Borrower or such Restricted Subsidiary permitted by
                    Section 5.02(g)(v), which Liens are limited to the
                    specific property the purchase of which is financed by
                    such Debt;

                         (iii) Liens, existing at the time of the
                    acquisition by the Borrower or any Restricted
                    Subsidiary of the majority of the capital stock or
                    other ownership interests or substantially all of the
                    assets of any other Person or existing at the time of
                    the merger of any such other Person into the Borrower
                    or a Restricted Subsidiary, on such capital stock or
                    other ownership interests or assets so acquired or on
                    the assets of the Person so merged into the Borrower or
                    such Restricted Subsidiary; provided, however, that
                    such acquisition or merger (and the discharge of such
                    Liens referred to in the immediately succeeding
                    proviso) shall not otherwise result in an Event of
                    Default or Default; and provided further that all such
                    Liens shall be discharged within 180 days after the
                    date of the respective acquisition or merger;

                          (iv) Liens (as in effect on the Effective Date)
                    securing the Pennzoil Obligations on only the related
                    assets purchased from Pennzoil Company in an amount not
                    exceeding the amount of the Pennzoil Obligations;

                           (v) Liens of lessors of property (in such
                    capacity) leased by the Borrower or a Restricted
                    Subsidiary pursuant to an Operating Lease or a
                    permitted Capitalized Lease Obligation, which Lien in
                    any such case is limited to the property leased
                    thereunder;

                          (vi) zoning restrictions, easements, rights-of-
                    way, restrictions on use of real property and other
                    similar encumbrances incurred in the ordinary course of
                    business which, in the aggregate, are not substantial
                    in amount and do not materially detract from the value
                    of the property subject thereto or interfere with the
                    ordinary conduct of the business of the Borrower or any
                    of its Subsidiaries;

                         (vii) extensions, renewals and replacements of
                    Liens referred to in paragraphs (i), (ii), (v), (vi)
                    and (viii) of this Section 5.02(d); provided that any
                    such extension, renewal or replacement Lien shall be
                    limited to the property or assets covered by the Lien
                    extended, renewed or replaced and that the obligations
                    secured by any such extension, renewal or replacement
                    Lien shall be in an amount not greater than the amount
                    of the obligations secured by the Lien extended,
                    renewed or replaced; and

                        (viii) Liens on equity or debt investments in Third
                    Parties owned by the Borrower or a Restricted
                    Subsidiary (which Lien in any case is limited to such
                    pledged equity or debt investment) which secure Debt of
                    Third Parties or other Third Party obligations (or
                    Guarantees thereof); provided that such pledged
                    investments were initially acquired in accordance with
                    Section 5.02(j).

                         (e)  Leverage Ratio.  The Borrower shall not
               permit the Leverage Ratio to exceed 4.00 to 1.00.

                         (f)  EBITDA Ratio.  The Borrower shall not permit
               the EBITDA Ratio to be less than 3.00 to 1.00 at the end of
               any fiscal quarter.

                         (g)  Debt.  Neither the Borrower nor any
               Restricted Subsidiary shall incur, create, assume or permit
               to exist any Debt of any of them except:

                         (i) the Loans;

                        (ii) Debt secured by the Liens permitted by Section
                    5.02(d)(iii); provided that such Debt is discharged
                    within 180 days of the relevant acquisition or merger;

                       (iii) unsecured recourse liabilities (not in excess
                    of the uncollectible amounts of the accounts receivable
                    sold) of the Borrower arising from the sale of accounts
                    receivable;

                        (iv) unsecured loans and advances between the
                    Restricted Subsidiaries, to any Restricted Subsidiary
                    from the Borrower and to the Borrower from any
                    Restricted Subsidiary;

                         (v) purchase money Debt of the Borrower secured by
                    Liens referred to in Section 5.02(d)(ii) not in excess
                    of the purchase price of the related asset in each
                    individual case and not in excess of $15,000,000
                    principal amount for all such outstanding purchase
                    money Debt in the aggregate;

                        (vi) unsecured Debt of the Borrower with a maturity
                    less than 90 days pursuant to uncommitted lines of
                    credit with an outstanding aggregate principal amount
                    not at any time in excess of $10,000,000;

                       (vii) additional Debt (including Guarantees of any
                    Debt of a Third Party and Capitalized Lease
                    Obligations) of the Borrower with an outstanding
                    aggregate principal amount not at any time in excess of
                    $25,000,000 which shall, except for Liens of
                    Capitalized Lease Obligations permitted by
                    Section 5.02(d)(ii) or (vi), be unsecured;

                      (viii) additional Debt of the Borrower fully
                    subordinated to the Loans on terms approved by the
                    Administrative Agent; and

                        (ix) Debt consisting of a pledge of investments in
                    Nonrestricted Subsidiaries permitted by
                    Section 5.02(d)(viii); provided that such Debt is
                    recourse solely to the investment so pledged.

                         (h)  Subordinated Debt Payments.  The Borrower and
               the Restricted Subsidiaries shall not, directly or
               indirectly, make any principal payment on, or repurchase of,
               any subordinated debt referred to in clause (viii) of
               Section 5.02(g) with proceeds of the Loans.

                         (i)  Fiscal Year.  The Borrower shall not change
               its fiscal year to end on any date other than December 31.

                         (j)  Investments in Nonrestricted Subsidiaries and
               Persons Not Subsidiaries.  The Borrower and its Restricted
               Subsidiaries shall not make or permit to exist (x) any
               Guarantee by it or a Restricted Subsidiary of the Debt of
               any Person which is not a Restricted Subsidiary, including
               Nonrestricted Subsidiaries (each such Person being a "Third
               Party"), in excess of available amounts of Debt of the
               Borrower permitted under Section 5.02(g)(vii), or (y) any
               loans or advances to, or purchase any stock, other
               securities or evidences of indebtedness of, or permit to
               exist any investment (whether by transfer of assets or
               otherwise) or acquire any investment whatsoever in or any
               other payment for the benefit of, any Third Parties the
               aggregate outstanding amount of which under this clause (y)
               at any time exceeds by more than $50,000,000 the largest
               aggregate amount thereof outstanding at any time in the
               Borrower's preceding fiscal year; provided that,
               notwithstanding the provisions of clauses (x) and (y) above,
               the Borrower and the Restricted Subsidiaries may invest in
               Permitted Investments all of which shall not be included in
               the calculation of such $50,000,000 annual limit.

                         (k)  Federal Reserve Regulations.  The Borrower
               shall not, and shall cause its Subsidiaries not to, use the
               proceeds of any Loan in any manner that would result in a
               violation of, or be inconsistent with, the provisions of
               Regulations G, U or X.  The Borrower shall not, and shall
               cause its Subsidiaries not to, take any action at any time
               that would (A) result in a violation of the substitution and
               withdrawal requirements of said Regulations, in the event
               the same should become applicable to this Agreement or any
               Loan or (B) cause the representation and warranty contained
               in Section 3.01(h) at any time to be other than true and
               correct.

                         (l)  Borrower Transfers.  The Borrower shall not
               make any contribution or transfer of any substantial portion
               of its assets to any Restricted Subsidiary other than a
               Wholly-Owned Restricted Subsidiary.

                         (m)  Transactions with Affiliates.  Other than the
               transactions constituting the Spin-Off, the Borrower and its
               Restricted Subsidiaries shall not sell or transfer any
               property or assets to, or purchase or acquire any property
               or assets from, or otherwise engage in any other
               transactions with, any of its Affiliates (other than among
               Wholly-Owned Restricted Subsidiaries), except that as long
               as no Default or Event of Default shall have occurred and be
               continuing, the Borrower or any Restricted Subsidiary may
               engage in any of the foregoing transactions (i) in the case
               of a transaction between the Borrower or a Restricted
               Subsidiary of the Borrower and a non-Wholly-Owned Restricted
               Subsidiary, the Borrower, or such Restricted Subsidiary, as
               the case may be, has determined that such transaction is in
               the best interests of the Borrower, or such Restricted
               Subsidiary, as the case may be, and (ii) in the case of any
               other transaction between the Borrower or a Restricted
               Subsidiary and an Affiliate which is not a Restricted
               Subsidiary, at prices and on terms and conditions not less
               favorable to the Borrower or such Restricted Subsidiary than
               could be obtained on an arm's-length basis from unrelated
               third parties.  Notwithstanding the foregoing, (x) the
               Borrower or a Restricted Subsidiary may engage in the
               foregoing transactions with a Wholly-Owned Restricted
               Subsidiary and (y) a Wholly Owned Restricted Subsidiary may
               engage in the foregoing transactions with another Wholly-
               Owned Restricted Subsidiary.

                         (n)  Equity Payments.  The Borrower shall not make
               an Equity Payment if there is then continuing any Default or
               Event of Default (or a Default or Event of Default would
               result therefrom or exist after giving effect thereto);
               provided, however, that no such Equity Payment shall be made
               to the extent that, after giving effect thereto,
               stockholders' equity of the Borrower (adjusted to exclude
               the effect of extraordinary and unusual noncash items) is
               less than $60,000,000.

                         (o)  Scope of Borrower's Business.  As of the
               Effective Date, the Borrower and its Restricted Subsidiaries
               (i) produce, purchase, process, transport and sell elemental
               sulphur; (ii) produce and process oil and gas and sell oil;
               and (iii) through a joint venture, purchase, transport and
               sell sulphuric acid.  The Borrower and its Restricted
               Subsidiaries may expand its business into new areas
               associated with oil, gas, sulphur, sulphuric acid and other
               related products, including, without limitation, designing,
               building, owning and operating sulphuric acid plants and
               sulphur recovery units.  The Borrower and its Restricted
               Subsidiaries shall not materially expand the nature of its
               business from that described above.


                                        ARTICLE VI

                               Conditions to Credit Events


                         SECTION 6.01.  Conditions Precedent to Each Credit
               Event.  Each Credit Event shall be subject to the following
               conditions precedent:

                         (i) the representations and warranties on the part
                    of the Borrower contained in the Loan Documents shall
                    be true and correct in all material respects at and as
                    of the date of such Credit Event as though made on and
                    as of such date;

                        (ii) the Administrative Agent shall have received a
                    notice of such borrowing as required by Section 2.03;

                       (iii) no Event of Default shall have occurred and
                    be continuing on the date of such Credit Event or would
                    result after giving effect to such Credit Event;

                        (iv) the Loans to be made by the Lenders on such
                    date, and the use of the proceeds thereof and the
                    security arrangements contemplated hereby shall not
                    result in a violation of Regulation G, Regulation U or
                    Regulation X, as in effect on the date of such
                    borrowing.  If required by Regulation U as a result of
                    such use of proceeds, the Borrower shall have delivered
                    to the Lenders a statement in conformity with the
                    requirements of Federal Reserve Form U-1 referred to in
                    Regulation U;

                         (v) there shall have been no amendments to the
                    Certificate of Incorporation or By-laws of the Borrower
                    since the date of the Certificates furnished by the
                    Borrower on the Effective Date, other than amendments,
                    if any, copies of which have been furnished to the
                    Administrative Agent; and

                        (vi) there shall be no proceeding for the
                    dissolution or liquidation of the Borrower or any
                    proceeding to revoke the Certificate of Incorporation
                    of the Borrower or its corporate existence, which is
                    pending or, to the knowledge of the Borrower,
                    threatened against or affecting it.

                         SECTION 6.02.  Representations and Warranties with
               Respect to Credit Events.  Each Credit Event shall be deemed
               a representation and warranty by the Borrower that the
               conditions precedent to such Credit Event, unless otherwise
               waived in accordance herewith, shall have been satisfied.


                                       ARTICLE VII

                                    Events of Default


                    SECTION 7.01. Events of Default.  If any of the
               following acts or occurrences (an "Event of Default") shall
               occur and be continuing:

                         (a) default for three or more days in the payment
                    when due of any principal of any Loan;

                         (b) default for five or more days in the payment
                    when due of any interest on any Loan, or of any other
                    amount payable under the Loan Documents;

                         (c) any representation or warranty made or deemed
                    made in or in connection with any Loan Document or in
                    any certificate, letter or other writing or instrument
                    furnished or delivered to the Lenders or the Agents
                    pursuant to any Loan Document shall prove to have been
                    incorrect in any material respect when made or
                    effective or reaffirmed and repeated, as the case may
                    be;

                         (d) default by the Borrower in the due observance
                    or performance of any covenant, condition or agreement
                    in Section 5.01(a)(5) with respect to notices of
                    Defaults or Events of Default, 5.01(c) or 5.01(k),
                    other than the covenant to preserve and maintain all of
                    the Borrower's rights, privileges and franchises
                    desirable in the normal conduct of its business;

                         (e) default by the Borrower or any Restricted
                    Subsidiary in the due observance or performance of any
                    covenant, condition or agreement in Section 5.02 other
                    than Section 5.02(i);

                         (f) default by the Borrower or any Restricted
                    Subsidiary in the due observance or performance of any
                    other covenant, condition or agreement in the Loan
                    Documents which shall remain unremedied for 30 days
                    after written notice thereof shall have been given to
                    such Borrower by the Administrative Agent or any
                    Lender;

                         (g) either the Borrower or any Restricted
                    Subsidiary shall (i) voluntarily commence any
                    proceeding or file any petition seeking relief under
                    Title 11 of the United States Code, as now constituted
                    or hereafter amended, or any other Federal or state
                    bankruptcy, insolvency, liquidation or similar law,
                    (ii) consent to the institution of, or fail to
                    contravene in a timely and appropriate manner, any
                    proceeding or the filing of any petition described in
                    clause (h) below, (iii) apply for or consent to the
                    appointment of a receiver, trustee, custodian,
                    sequestrator or similar official for the Borrower or
                    such Restricted Subsidiary or for a substantial part of
                    its property or assets, (iv) file an answer admitting
                    the material allegations of a petition filed against it
                    in any such proceeding, (v) make a general assignment
                    for the benefit of creditors, (vi) become unable, admit
                    in writing its inability or fail generally to pay its
                    debts as they become due or (vii) take any action for
                    the purpose of effecting any of the foregoing;

                         (h) an involuntary proceeding shall be commenced
                    or an involuntary petition shall be filed in a court of
                    competent jurisdiction seeking (i) relief in respect of
                    the Borrower or any Restricted Subsidiary, or of a
                    substantial part of the property or assets of the
                    Borrower or any Restricted Subsidiary, under Title 11
                    of the United States Code, as now constituted or
                    hereafter amended, or any other Federal or state
                    bankruptcy, insolvency, receivership or similar law,
                    (ii) the appointment of a receiver, trustee, custodian,
                    sequestrator or similar official for the Borrower or
                    any Restricted Subsidiary or for a substantial part of
                    the property of the Borrower or any Restricted
                    Subsidiary or (iii) the winding-up or liquidation of
                    the Borrower or any Restricted Subsidiary; and such
                    proceeding or petition shall continue undismissed for
                    60 days, or an order or decree approving or ordering
                    any of the foregoing shall continue unstayed and in
                    effect for 30 days;

                         (i) default shall be made with respect to (x) the
                    Pennzoil Obligations or (y) Hedge Agreements or (z) any
                    Debt of the Borrower or any Restricted Subsidiary if
                    the effect of any such default shall be to accelerate,
                    or to permit the holder or obligee of any such
                    obligations or Debt (or any trustee on behalf of such
                    holder or obligee) to accelerate (with or without
                    notice or lapse of time or both), the maturity of such
                    Debt, the payment of any net termination value in
                    respect of Hedge Agreements and/or the payment of the
                    Pennzoil Obligations, as applicable, in an aggregate
                    amount in excess of $10,000,000; or any payment,
                    regardless of amount, of (A) net termination value on
                    any such obligation in respect of Hedge Agreements,
                    (B) any deferred purchase amount on the Pennzoil
                    Obligations and/or (C) any Debt of the Borrower or a
                    Restricted Subsidiary, as applicable, in an aggregate
                    principal amount (or in the case of a Hedge Agreement,
                    net termination value) in excess of $10,000,000, shall
                    not be paid when due, whether at maturity, by
                    acceleration or otherwise (after giving effect to any
                    period of grace specified in the instrument evidencing
                    or governing such Debt or other obligation);

                         (j) an ERISA Event shall have occurred with
                    respect to any Plan or Multi-Employer Plan that, when
                    taken together with all other ERISA Events, reasonably
                    could be expected to result in liability of the
                    Borrower and/or any Restricted Subsidiary and the
                    Borrower's ERISA Affiliates in an aggregate amount
                    exceeding $25,000,000 or requires payments exceeding
                    $10,000,000 in any year;

                         (k) one or more judgments for the payment of money
                    in an aggregate amount in excess of $10,000,000 shall
                    be rendered by a court or other tribunal against the
                    Borrower or any Restricted Subsidiary and shall remain
                    undischarged for a period of 45 consecutive days during
                    which execution of such judgment shall not have been
                    effectively stayed; or any action shall be legally
                    taken by a judgment creditor to levy upon assets or
                    properties of the Borrower or any Restricted Subsidiary
                    to enforce any such judgment;

                         (l) there shall have occurred a Change in Control;
                    or

                         (m) the termination of, or a material adverse
                    change (in the Agent's reasonable judgment) in the
                    terms of, the Sulphur Supply Agreement.

               then, and in any such event (other than an event with
               respect to the Borrower described in clause (g) or (h)
               above), and at any time thereafter during the continuance of
               such event, the Administrative Agent may, and at the request
               of the Required Lenders shall, by written, telecopied, telex
               or telegraphic notice to the Borrower, take one or more of
               the following actions at the same or different times: 
               (i) declare the Total Commitment to be terminated, whereupon
               the Total Commitment shall forthwith terminate or
               (ii) declare the Loans and all other sums then owing by the
               Borrower under the Loan Documents to be forthwith due and
               payable, whereupon all the principal of the Loans so
               declared to be due and payable, together with accrued
               interest thereon and any unpaid accrued fees and all other
               liabilities of the Borrower accrued hereunder and under any
               other Loan Document, shall become and be immediately due and
               payable without presentment, demand, protest or other notice
               of any kind, all of which are hereby expressly waived by the
               Borrower, anything contained herein to the contrary
               notwithstanding; provided, however, that upon the occurrence
               of any event described in clause (g) or (h) of this Section
               7.01 as to which the Borrower is the entity involved, the
               Commitments will forthwith terminate and all sums then owing
               by the Borrower to the Lenders on the Loans or otherwise
               hereunder shall, without any declaration or other action by
               any Lender or Agent hereunder, be immediately due and
               payable and the Total Commitment hereunder shall be
               immediately terminated without presentment, demand, protest
               or other notice of any kind, all of which are expressly
               waived by the Borrower, anything contained herein or in any
               other Loan Document to the contrary notwithstanding. 
               Promptly following the making of any such declaration, the
               Administrative Agent shall give notice thereof to the
               Borrower but failure to do so shall not impair the effect of
               such declaration.


                                       ARTICLE VIII

                                        The Agents


                         (a)  For convenience of administration and to
               expedite the transactions contemplated by this Agreement,
               Chase is hereby appointed as Administrative Agent and
               Documentary Agent and Hibernia is appointed Co-Agent for the
               Lenders under this Agreement.  None of the Agents or Co-
               Agent shall have any duties or responsibilities with respect
               hereto except those expressly set forth herein or in the
               other Loan Documents.  Each Lender and its successors and
               permitted assigns hereby irrevocably appoints and expressly
               authorizes the Agents, without hereby limiting any implied
               authority, to take such action as the Agents may deem
               appropriate on its behalf and to exercise such powers under
               this Agreement as are specifically delegated to such Person
               by the terms hereof, together with such powers as are
               reasonably incidental thereto.  The Administrative Agent is
               hereby expressly authorized by the Lenders, without hereby
               limiting any implied authority, (a) to receive on behalf of
               the Lenders all payments of principal of and interest on the
               Loans and all other amounts due to the Lenders hereunder,
               and promptly to distribute to each Lender its proper share
               of each payment so received; (b) to give notice on behalf of
               the Lenders to the Borrower of any Event of Default
               specified in this Agreement of which the Administrative
               Agent has actual knowledge acquired in connection with its
               agency hereunder or as directed by the Required Lenders; and
               (c) to distribute to each Lender copies of all notices,
               financial statements and other materials delivered by the
               Borrower pursuant to this Agreement as received by the
               Administrative Agent.  The Co-Agent is hereby expressly
               authorized to assist the Administrative Agent as requested
               by the Administrative Agent.

                         (b)  None of the Agents or any of their respective
               directors, officers, agents or employees shall be liable as
               such for any action taken or omitted to be taken by any of
               them except for its or his own gross negligence or wilful
               misconduct, or be responsible for any statement, warranty or
               representation herein or the contents of any document
               delivered in connection herewith, or be required to
               ascertain or to make any inquiry concerning the performance
               or observance by the Borrower or any other party of any of
               the terms, conditions, covenants or agreements contained in
               any Loan Document.  The Agents shall not be responsible to
               the Lenders for the due execution, genuineness, validity,
               enforceability or effectiveness of this Agreement or any
               other Loan Documents or other instruments or agreements. 
               The Agents shall in all cases be fully protected in acting,
               or refraining from acting, in accordance with written
               instructions signed by the Required Lenders and, except as
               otherwise specifically provided herein, such instructions
               and any action or inaction pursuant thereto shall be binding
               on all the Lenders and each successor or permitted assign. 
               Each Agent shall, in the absence of knowledge to the
               contrary, be entitled to rely on any instrument or document
               believed by it in good faith to be genuine and correct and
               to have been signed or sent by the proper Person or Persons.
                None of the Agents nor any of their respective directors,
               officers, employees or agents shall have any responsibility
               to the Borrower or any other party on account of the failure
               of or delay in performance or breach by any Lender of any of
               its obligations hereunder or to any Lender on account of the
               failure of or delay in performance or breach by any other
               Lender or the Borrower or any other party of any of their
               respective obligations hereunder or under any other Loan
               Document or in connection herewith or therewith.  Each of
               the Agents may execute any and all duties hereunder by or
               through agents or employees and shall be entitled to rely
               upon the advice of legal counsel selected by it with respect
               to all matters arising hereunder and shall not be liable for
               any action taken or suffered in good faith by it in
               accordance with the advice of such counsel.  The Lenders
               hereby acknowledge that none of the Agents shall be under
               any duty to take any discretionary action permitted to be
               taken by it pursuant to the provisions of this Agreement
               unless it shall be requested in writing to do so by the
               Required Lenders.

                         (c)  To the extent that any Agent shall not be
               reimbursed by the Borrower for any costs, liabilities or
               expenses incurred in such capacity, each Lender agrees (i)
               to reimburse the Agents, on demand (in the amount of its
               Applicable Percentage hereunder) of any expenses incurred
               for the benefit of the Lenders by the Agents, including
               counsel fees and compensation of agents and employees paid
               for services rendered on behalf of the Lenders and (ii) to
               indemnify and hold harmless each Agent and any of its
               directors, officers, employees or agents, on demand, in the
               amount of such Applicable Percentage, from and against any
               and all liabilities, taxes, obligations, losses, damages,
               penalties, actions, judgments, suits, costs, expenses or
               disbursements of any kind or nature whatsoever which may be
               imposed on, incurred by or asserted against it in its
               capacity as Agent or any of them in any way relating to or
               arising out of this Agreement or any other Loan Document or
               any action taken or omitted by it or any of them under this
               Agreement or any other Loan Document; provided, however,
               that no Lender shall be liable to an Agent for any portion
               of such liabilities, obligations, losses, damages,
               penalties, actions, judgments, suits, costs, expenses or
               disbursements resulting from the gross negligence or wilful
               misconduct of such Agent or of its directors, officers,
               employees or agents.

                         (d)  With respect to the Loans made by it
               hereunder, each Agent in its individual capacity and not as
               Agent shall have the same rights and powers as any other
               Lender and may exercise the same as though it were not an
               Agent, and the Agents and their Affiliates may accept
               deposits from, lend money to and generally engage in any
               kind of business with the Borrower or any Subsidiary or
               other Affiliate thereof as if it were not an Agent.

                         (e)  Subject to the appointment and acceptance of
               a successor Agent as provided below, any Agent may resign at
               any time by giving written notice thereof to the Lenders and
               the Borrower.  Upon any such resignation, the Required
               Lenders shall have the right to appoint, and the Borrower
               shall have the right to approve (such approval not to be
               unreasonably withheld or delayed) a successor Administrative
               Agent or Documentary Agent, as the case may be.  If no
               successor Agent or Documentary Agent, as the case may be,
               shall have been so appointed and approved and shall have
               accepted such appointment, within 30 days after the retiring
               Agent's giving of notice of resignation, then the retiring
               Person may, on behalf of the Lenders, appoint a successor
               Administrative Agent or Documentary Agent, as the case may
               be, which shall be a Lender with an office in New York, New
               York, having a combined capital and surplus of at least
               $500,000,000 or an Affiliate of any such Lender.  Upon the
               acceptance of any appointment as Administrative Agent or
               Documentary Agent hereunder by a successor Administrative
               Agent or Documentary Agent, as the case may be, such
               successor Administrative Agent or Documentary Agent shall
               thereupon succeed to and become vested with all the rights,
               powers, privileges and duties of the retiring Agent, and the
               retiring Agent shall from and after such date be discharged
               from its duties and obligations hereunder.  After any such
               retiring Agent's resignation hereunder as Administrative
               Agent or Documentary Agent, as applicable, the provisions of
               this Article VIII and Section 9.04 shall inure to its
               benefit as to any actions taken or omitted to be taken by it
               while it was acting as the Administrative Agent or
               Documentary Agent, as applicable.

                         (f)  The Administrative Agent and the Documentary
               Agent shall be responsible for supervising the preparation,
               execution and delivery of this Agreement and the other
               agreements and instruments contemplated hereby, any
               amendment or modification thereto and the closing of the
               transactions contemplated hereby and thereby.

                         (g)  The obligations of the Administrative Agent
               and the Documentary Agent shall be separate and several and
               neither of them shall be responsible or liable for the acts
               or omissions of the other, except, to the extent that any
               such Agent serves in more than one agent capacity, such
               Agent shall be responsible for the acts and omissions
               relating to each such agency function.

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


                                        ARTICLE IX

                                      Miscellaneous


                         SECTION 9.01.  Notices.  Notices and other
               communications provided for herein shall be in writing and
               shall be delivered by hand or overnight or same day courier
               service or mailed or sent by telex, telecopy, graphic
               scanning or other telegraphic communications equipment of
               the sending party to the appropriate party's address set
               forth on the signature pages hereof.  All notices and other
               communications given to any party hereto in accordance with
               the provisions of this Agreement shall be deemed to have
               been given on the date of receipt if hand delivered or
               delivered by any telecopy, telegraphic or telex
               communications equipment or three days after being sent by
               registered or certified mail, postage prepaid, return
               receipt requested, in each case addressed to such party as
               provided in this Section 9.01 or in accordance with the
               latest unrevoked direction from such party.

                         SECTION 9.02.  Survival of Agreement.  All
               covenants, agreements, representations and warranties made
               by the Borrower herein and in the certificates or other
               instruments prepared or delivered in connection with this
               Agreement or any other Loan Document shall be considered to
               have been relied upon by the Lenders and the Agents and
               shall survive the making by the Lenders of the Loans
               regardless of any investigation made by the Lenders or on
               their behalf, and shall continue in full force and effect as
               long as the principal of or any accrued interest on any Loan
               hereunder, any Commitment Fee or any other fee or amount
               payable under the Loan Documents is outstanding and unpaid
               and so long as the Commitments have not been terminated.

                         SECTION 9.03.  Successors and Assigns;
               Participation; Purchasing Lenders.  (a)  This Agreement
               shall be binding upon and inure to the benefit of the
               Borrower, the Lenders, the Agents and their respective
               successors and assigns, except that the Borrower may not
               assign, delegate or transfer any of its rights or
               obligations under this Agreement without the prior written
               consent of each Lender.  Any Lender may at any time pledge
               or assign all or any portion of its rights under this
               Agreement to a Federal Reserve Bank to secure extensions of
               credit by such Federal Reserve Bank to such Lender; provided
               that no such pledge or assignment shall release a Lender
               from any of its obligations hereunder or substitute any such
               Federal Reserve Bank for such Lender as a party hereto.

                         (b)  Any Lender may, in accordance with applicable
               law, at any time sell to one or more banks or other entities
               ("Participants") participating interests in all or a portion
               of any Loan owing to such Lender, any Commitment of such
               Lender or any other interest of such Lender hereunder.  In
               the event of any such sale by a Lender of participating
               interests to a Participant, such Lender's obligations under
               this Agreement to the other parties to this Agreement shall
               remain unchanged, such Lender shall remain solely
               responsible for the performance thereof and the Borrower and
               the Agents shall continue to deal solely and directly with
               such Lender in connection with such Lender's rights and
               obligations under this Agreement.  The Borrower agrees that
               if amounts outstanding under this Agreement are due and
               unpaid, or shall have been declared due or shall have become
               due and payable upon the occurrence of an Event of Default,
               each Participant shall be deemed to have the right of setoff
               in respect of its participating interest in amounts owing
               under this Agreement to the same extent as if the amount of
               its participating interest were owing directly to it as a
               Lender under this Agreement; provided that such right of
               setoff shall be subject to the obligation of such
               Participant to share with the Lenders, and the Lenders agree
               to share with such Participant, as provided in Section 2.15.
                The Borrower also agrees that each Participant shall be
               entitled to the benefits of Sections 2.11, 2.12, 2.13, 2.15,
               2.17 and 9.05 with respect to its participation in the
               Commitments and the Loans outstanding from time to time as
               if it were a Lender; provided that no Participant shall be
               entitled to receive any greater payment pursuant to such
               Sections than the transferor Lender would have been entitled
               to receive in respect of the amount of the participation
               transferred by such transferor Lender to such Participant
               unless such participation shall have been made at a time
               when the circumstances giving rise to such greater payment
               did not exist; and provided that the voting rights of any
               Participant would be limited to amendments, modifications or
               waivers decreasing any fees payable hereunder or the amount
               of principal of or the rate at which interest is payable on
               the Loans, extending any scheduled principal payment date or
               date fixed for the payment of interest on the Loans or
               changing or extending the Commitments.

                         (c)  Any Lender may, in accordance with applicable
               law and subject to Section 9.03(h), at any time assign by
               novation all or any part of its rights and obligations under
               this Agreement (including all or a portion of its Commitment
               and the Loans at the time owing to it) (I) to any Lender or
               any Affiliate thereof, without the Borrower's consent, or
               (II) to one or more additional banks or financial
               institutions (any such entity referred to in clause (I) or
               (II) being a "Purchasing Lender") with the consent of the
               Administrative Agent and the Borrower, such consent not to
               be unreasonably withheld (it being understood that the
               Borrower may withhold its consent to a Purchasing Lender (i)
               which is not a commercial bank or savings and loan
               institution or (ii) which would, as of the effective date of
               such assignment, be entitled to claim compensation under
               Section 2.11 which the transferor Lender would not be
               entitled to claim as of such date), pursuant to a Commitment
               Transfer Supplement in the form of Exhibit B, executed by
               such Purchasing Lender and such transferor Lender (and, in
               the case of a Purchasing Lender that is not then a Lender or
               an Affiliate thereof, by the Borrower and the Administrative
               Agent), and delivered for its recording in the Register to
               the Administrative Agent, together with the registration and
               processing fee required by Section 9.03(e) and an
               Administrative Questionnaire for the Purchasing Lender if it
               is not already a Lender.  Assignments shall be by novation
               only and a proportionate interest in the Loans and
               Commitments to the Borrower must be assigned.  Upon such
               execution, delivery and recording (and, if required, consent
               of the Borrower and the Administrative Agent), from and
               after the Transfer Effective Date determined pursuant to
               such Commitment Transfer Supplement (which shall be at least
               five days after the execution and delivery thereof), (x) the
               Purchasing Lender thereunder shall (if not already a party
               hereto) be a party hereto and have the rights and
               obligations of a Lender hereunder with a Commitment as set
               forth in such Commitment Transfer Supplement, and (y) the
               transferor Lender thereunder shall, to the extent assigned
               by such Commitment Transfer Supplement, be released from its
               obligations under this Agreement (and, in the case of a
               Commitment Transfer Supplement covering all or the remaining
               portion of a transferor Lender's rights and obligations
               under this Agreement, such transferor Lender shall cease to
               be a party hereto).  Such Commitment Transfer Supplement
               shall be deemed to amend this Agreement (including Schedule
               II hereto) to the extent, and only to the extent, necessary
               to reflect the addition of such Purchasing Lender (if not
               already a party hereto) and the resulting adjustment of
               Applicable Percentages arising from the purchase by such
               Purchasing Lender of all or a portion of the rights and
               obligations of such transferor Lender under this Agreement.

                         (d)  The Administrative Agent, acting solely for
               this purpose as an agent of the Borrower, shall maintain at
               one of its offices in The City of New York a copy of each
               Commitment Transfer Supplement delivered to it and a
               register (the "Register") for the recordation of the names
               and addresses of the Lenders and the Commitment of, and
               principal amount of the Loans owing to, each Lender from
               time to time.  The entries in the Register shall be
               conclusive, in the absence of manifest error, and the
               parties hereto may treat each Person whose name is recorded
               in the Register as the owner of the Loan recorded therein
               for all purposes of this Agreement.  The Register shall be
               available for inspection by the parties hereto at any
               reasonable time and from time to time upon reasonable prior
               notice.

                         (e)  Upon its receipt of a Commitment Transfer
               Supplement executed by a transferor Lender and a Purchasing
               Lender (and, in the case of a Purchasing Lender that is not
               then a Lender or an Affiliate thereof, by the Borrower and
               the Administrative Agent) together with payment to the
               Administrative Agent of a registration and processing fee of
               $3,500, the Administrative Agent shall (i) promptly accept
               such Commitment Transfer Supplement and (ii) on the Transfer
               Effective Date determined pursuant thereto record the
               information contained therein in the Register and give
               notice of such acceptance and recordation to the Lenders and
               the Borrower.

                         (f)  Subject to Section 9.15, the Borrower
               authorizes each Lender to disclose to any Participant or
               Purchasing Lender (each, a "Transferee") and any prospective
               Transferee any and all financial and other information in
               such Lender's possession concerning the Borrower and its
               Affiliates which has been delivered to such Lender by or on
               behalf of the Borrower pursuant to this Agreement or which
               has been delivered to such Lender by or on behalf of the
               Borrower in connection with such Lender's credit evaluation
               of the Borrower and its Affiliates prior to becoming a party
               to this Agreement.

                         (g)  If, pursuant to this Section 9.03, any
               interest in this Agreement is transferred to any Transferee
               which is organized under the laws of any jurisdiction other
               than the United States or any State thereof, the transferor
               Lender shall immediately notify the Administrative Agent of
               such transfer, describing the terms thereof and indicating
               the identity and country of residence of each Transferee. 
               Such transferor Lender or Transferee shall indemnify and
               hold harmless the Borrower and the Administrative Agent from
               and against any tax, interest, penalty or other expense that
               the Borrower and the Administrative Agent may incur as a
               consequence of any failure to withhold United States taxes
               applicable because of any transfer or participation
               arrangement that is not fully disclosed to them as required
               hereunder.

                         (h)  By executing and delivering a Commitment
               Transfer Supplement, the transferor Lender thereunder and
               the Purchasing Lender thereunder shall be deemed to confirm
               to and agree with each other and the other parties hereto as
               follows:  (i) such transferor Lender warrants that it is the
               legal and beneficial owner of the interest being assigned
               thereby free and clear of any adverse claim and that its
               Commitment, and the outstanding balance of its Loans, in
               each case without giving effect to assignments thereof which
               have not become effective, are as set forth in such
               Commitment Transfer Supplement; (ii) except as set forth in
               (i) above, such transferor Lender makes no representation or
               warranty and assumes no responsibility with respect to any
               statements, warranties or representations made in or in
               connection with this Agreement, or the execution, legality,
               validity, enforceability, genuineness, sufficiency or value
               of this Agreement, any other Loan Document or any other
               instrument or document furnished pursuant hereto, or the
               financial condition of the Borrower or any Subsidiary or the
               performance or observance by the Borrower or any Subsidiary
               of any of its obligations under this Agreement, any other
               Loan Document or any other instrument or document furnished
               pursuant hereto; (iii) such Purchasing Lender represents and
               warrants that it is legally authorized to enter into such
               Commitment Transfer Supplement; (iv) such Purchasing Lender
               confirms that it has received a copy of this Agreement,
               together with copies of the most recent financial
               statements, if any, delivered pursuant to Section 5.01 and
               such other documents and information as it has deemed
               appropriate to make its own credit analysis and decision to
               enter into such Commitment Transfer Supplement; (v) such
               Purchasing Lender will independently and without reliance
               upon the Agents, such transferor Lender or any other Lender
               and based on such documents and information as it shall deem
               appropriate at the time, continue to make its own credit
               decisions in taking or not taking action under this
               Agreement; (vi) such Purchasing Lender appoints and
               authorizes the Agents to take such action as agent on its
               behalf and to exercise such respective powers under this
               Agreement and the other Loan Documents as are delegated to
               the Agents by the terms hereof, together with such powers as
               are reasonably incidental thereto; and (vii) such Purchasing
               Lender agrees that it will perform in accordance with their
               terms all the obligations which by the terms of this
               Agreement are required to be performed by it as a Lender.

                         SECTION 9.04.  Expenses of the Lenders; Indemnity.
               (a)  The Borrower agrees to pay all out-of-pocket expenses
               reasonably incurred by the Agents in connection with the
               preparation and administration of this Agreement and the
               other Loan Documents or with any amendments, modifications
               or waivers of the provisions hereof or thereof (whether or
               not the transactions hereby contemplated shall be
               consummated) or reasonably incurred by the Agents or any
               Lender in connection with the enforcement or protection of
               their rights in connection with this Agreement and the other
               Loan Documents or with the Loans made hereunder (whether
               through negotiations, legal proceedings or otherwise),
               including, but not limited to, the reasonable fees and
               disbursements of Cravath, Swaine & Moore, special counsel
               for the Agents, and, in connection with such enforcement or
               protection, the reasonable fees and disbursements of other
               counsel for any Lender.  The Borrower further agrees that
               they shall indemnify the Lenders and the Agents from and
               hold them harmless against any documentary taxes,
               assessments or charges made by any Governmental Authority by
               reason of the execution and delivery of or in connection
               with the performance of this Agreement or any of the other
               Loan Documents.  Further, the Borrower agrees to pay, and to
               protect, indemnify and save harmless each Lender, each
               Agent, the Co-Agent and each of their respective officers,
               directors, stockholders, employees, agents and servants from
               and against, any and all losses, liabilities (including
               liabilities for penalties), actions, suits, judgments,
               demands, damages, costs or expenses (including, without
               limitation, attorneys' fees and expenses) in connection with
               any investigative, administrative or judicial proceeding,
               whether or not such Lender, Agent or Co-Agent shall be
               designated a party thereto of any nature arising from or
               relating to (i) the execution or delivery of this Agreement
               or any other Loan Document or any agreement or instrument
               contemplated thereby, the performance by the parties thereto
               of their respective obligations thereunder or the
               consummation of the transactions contemplated hereby and
               thereby (including the Spin-Off) or (ii) the use of the
               proceeds of the Loans; and the Borrower also agrees to pay,
               and to protect, indemnify and save harmless each Lender,
               each Agent, the Co-Agent and each of their respective
               officers, directors, stockholders, employees, agents and
               servants from and against, any and all losses, liabilities
               (including liabilities for penalties), actions, suits,
               judgments, demands, damages, costs or expenses (including,
               without limitation, attorneys' fees and expenses in
               connection with any investigative, administrative or
               judicial proceeding, whether or not such Lender, Agent or
               Co-Agent shall be designated a party thereto) of any nature
               arising from or relating to any actual or alleged presence
               or Release or threatened Release of Hazardous Materials on
               any of the Properties or any Environmental Claim related in
               any way to the Borrower or the Subsidiaries; provided that
               any such indemnity referred to in this sentence shall not,
               as to any indemnified Person, be available to the extent
               that such losses, claims, damages, liabilities or related
               expenses are determined by a court of competent jurisdiction
               by final and nonappealable judgment to have resulted from
               the gross negligence or wilful misconduct of such
               indemnified Person.  If any action, suit or proceeding
               arising from any of the foregoing is brought against any
               Lender, Agent or other Person indemnified or intended to be
               indemnified pursuant to this Section 9.04, the Borrower, to
               the extent and in the manner directed by such indemnified
               party, shall resist and defend such action, suit or
               proceeding or cause the same to be resisted and defended by
               counsel designated by the Borrower (which counsel shall be
               satisfactory to such Lender, Agent or other Person
               indemnified or intended to be indemnified).  If the Borrower
               shall fail to do any act or thing which it has covenanted to
               do hereunder or any representation or warranty on the part
               of the Borrower contained in this Agreement shall be
               breached, any Lender or Agent may (but shall not be
               obligated to) do the same or cause it to be done or remedy
               any such breach, and may expend its funds for such purpose.
                Any and all amounts so expended by any Lender or Agent
               shall be repayable to it by the Borrower immediately upon
               such Lender's or such Agent's demand therefor.

                         (b)  The provisions of this Section 9.04 shall
               remain operative and in full force and effect regardless of
               the expiration of the term of this Agreement, the
               consummation of the transactions contemplated hereby or
               thereby, the repayment of any of the Loans, the invalidity
               or unenforceability of any term or provision of this
               Agreement or any other Loan Document, or any investigation
               made by or on behalf of any Lender or any Agent.  All
               amounts due under this Section 9.04 shall be payable on
               written demand therefor.

                         SECTION 9.05.  Right of Setoff.  If an Event of
               Default shall have occurred and be continuing and the Loans
               shall have been accelerated or any Lender shall have
               requested the Administrative Agent to declare the Loans
               immediately due and payable pursuant to Article VII, then
               each Lender is hereby authorized at any time and from time
               to time, to the fullest extent permitted by law, to set off
               and apply any and all deposits (general or special, time or
               demand, provisional or final) at any time held and other
               indebtedness at any time owing by such Lender to or for the
               credit or the account of the Borrower against any of and all
               the obligations of the Borrower now or hereafter existing
               under this Agreement, irrespective of whether or not such
               Lender shall have made any demand under this Agreement and
               although such obligations may be unmatured.  Each Lender
               agrees promptly to notify the Borrower after any such setoff
               and application made by such Lender, but the failure to give
               such notice shall not affect the validity of such setoff and
               application.  The rights of each Lender under this Section
               9.05 are in addition to other rights and remedies
               (including, without limitation, other rights of setoff)
               which such Lender may have.

                         SECTION 9.06. APPLICABLE LAW.  THIS AGREEMENT
               SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
               LAWS OF THE STATE OF NEW YORK.

                         SECTION 9.07.  Waivers; Amendments.  (a)  No
               failure or delay of any Lender or Agent in exercising any
               power or right hereunder shall operate as a waiver thereof,
               nor shall any single or partial exercise of any such right
               or power, or any abandonment or discontinuance of steps to
               enforce such a right or power, preclude any other or further
               exercise thereof or the exercise of any other right or
               power.  The rights and remedies of the Lenders and the
               Agents hereunder and under the other documents and
               agreements entered into in connection herewith are
               cumulative and not exclusive of any rights or remedies which
               they would otherwise have.  No waiver of any provision of
               this Agreement, any other Loan Document or any other such
               document or agreement or consent to any departure by the
               Borrower therefrom shall in any event be effective unless
               the same shall be authorized as provided in paragraph (b)
               below, and then such waiver or consent shall be effective
               only in the specific instance and for the purpose for which
               given.  No notice or demand on the Borrower in any case
               shall entitle the Borrower to any other or further notice or
               demand in similar or other circumstances.

                         (b)  This Agreement (including any provision
               hereof or thereof) may not be waived, amended or modified
               except pursuant to an agreement or agreements in writing
               entered into by the Borrower and the Required Lenders;
               provided, however, that no such agreement shall (i) change
               the principal amount of, or extend or advance the maturity
               of or any date for the payment (other than pursuant to
               Section 2.07(b), which may be amended by the Required
               Lenders) of any principal of or interest on, any Loan
               (including, without limitation, any such payment pursuant to
               Section 2.07(c) or paragraph (a) or (b) of Section 2.09), or
               waive or excuse any such payment or any part thereof, or
               change the rate of interest on any Loan, without the written
               consent of each holder affected thereby, (ii) change or
               extend the Commitment of any Lender without the written
               consent of such Lender, or change any fees to be paid to any
               Lender or Agent hereunder without the written consent of
               such Lender or the Agent, as applicable, or (iii) amend or
               modify the provisions of this Section 9.07, Sections 2.08
               through 2.15 or Section 9.04 or the definition of "Required
               Lenders", without the written consent of each Lender; and
               provided further that no such agreement shall amend, modify
               or otherwise affect the rights or duties of an Agent
               hereunder without the written consent of such Agent.

                         SECTION 9.08.  Severability.  In the event any one
               or more of the provisions contained in this Agreement should
               be held invalid, illegal or unenforceable in any respect,
               the validity, legality and enforceability of the remaining
               provisions contained herein or therein shall not in any way
               be affected or impaired thereby.  The parties shall endeavor
               in good-faith negotiations to replace the invalid, illegal
               or unenforceable provisions with valid provisions the
               economic effect of which comes as close as possible to that
               of the invalid, illegal or unenforceable provisions.

                         SECTION 9.09.  Counterparts.  This Agreement may
               be executed in two or more counterparts, each of which shall
               constitute an original but all of which when taken together
               shall constitute but one contract, and shall become
               effective when copies hereof which, when taken together,
               bear the signatures of each of the parties hereto shall be
               delivered or mailed to the Administrative Agent and the
               Borrower.

                         SECTION 9.10.  Headings.  Article and Section
               headings and the table of contents included herein are for
               convenience of reference only and are not to affect the
               construction of, or to be taken into consideration in
               interpreting, this Agreement.

                         SECTION 9.11.  Entire Agreement.  This Agreement,
               the other Loan Documents, the fee letters between the Agents
               and the Borrower and the exhibits and schedules hereto
               contain the entire agreement among the parties hereto with
               respect to the Loans and the related transactions.  Any
               previous agreement among the parties with respect to the
               subject matter hereof is superseded by this Agreement, such
               fee letters and the other Loan Documents.  Nothing in this
               Agreement or in the other Loan Documents, expressed or
               implied, is intended to confer upon any party other than the
               parties hereto any rights, remedies, obligations or
               liabilities under or by reason of this Agreement or the
               other Loan Documents.

                         SECTION 9.12.  WAIVER OF JURY TRIAL, ETC. (A) EACH
               PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
               BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
               IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
               OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF
               THE OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES
               THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
               HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
               PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
               THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
               OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
               AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY,
               AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
               THIS SECTION 9.12.

                         (b)  Except as prohibited by law, each party
               hereto hereby waives any right it may have to claim or
               recover in any litigation referred to in paragraph (a) of
               this Section 9.12 any special, indirect, exemplary, punitive
               or consequential damages or any damages other than, or in
               addition to, actual damages.

                         (c)  Each party hereto (i) certifies that no
               representative, agent or attorney of any Lender has
               represented, expressly or otherwise, that such Lender would
               not, in the event of litigation, seek to enforce the
               foregoing waivers and (ii) acknowledges that it has been
               induced to enter into this Agreement or any other document,
               as applicable, by, among other things, the mutual waivers
               and certifications herein.

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

                         SECTION 9.14.  JURISDICTION; CONSENT TO SERVICE OF
               PROCESS.  (A)  THE BORROWER HEREBY IRREVOCABLY AND
               UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
               NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR
               FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW
               YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
               ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
               AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR FOR
               RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
               PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES
               THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING
               MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO
               THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  EACH OF
               THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
               ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
               IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
               OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT
               SHALL AFFECT ANY RIGHT THAT ANY LENDER OR AGENT MAY
               OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO
               THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
               AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
               JURISDICTION.

                         (B)  THE BORROWER HEREBY IRREVOCABLY AND
               UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY
               AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR
               HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
               PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
               THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY NEW YORK STATE
               OR FEDERAL COURT.  EACH OF THE PARTIES HERETO HEREBY
               IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
               THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
               SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

                         (C)  EACH PARTY TO THIS AGREEMENT IRREVOCABLY
               CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
               NOTICES IN SECTION 9.01. NOTHING IN THIS AGREEMENT WILL
               AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE
               PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

                         SECTION 9.15.  Confidentiality.  Each Lender
               agrees (which agreement shall survive the termination of
               this Agreement) that financial information, information from
               the Borrower's and its Subsidiaries' books and records,
               information concerning the Borrower's and its Subsidiaries'
               trade secrets and patents and any other information received
               from the Borrower and its Subsidiaries hereunder shall be
               treated as confidential by such Lender, and each Lender
               agrees to use its best efforts to ensure that such
               information is not published, disclosed or otherwise
               divulged to anyone other than employees or officers of such
               Lender and its counsel and agents; provided that it is
               understood that the foregoing shall not apply to:

                         (i) disclosure made with the prior written
                    authorization of the Borrower;

                        (ii) disclosure of information (other than that
                    received from the Borrower and its Subsidiaries prior
                    to or under this Agreement) already known by, or in the
                    possession of, such Lender without restrictions on the
                    disclosure thereof at the time such information is
                    supplied to such Lender by the Borrower or its
                    Subsidiaries hereunder;

                       (iii) disclosure of information which is required
                    by applicable law or to a governmental agency having
                    supervisory or regulatory authority over any party
                    hereto;

                        (iv) disclosure of information in connection with
                    any suit, action or proceeding in connection with the
                    enforcement of rights hereunder or under the other Loan
                    Documents or in connection with the transactions
                    contemplated hereby or thereby;

                         (v) disclosure to any bank (or other financial
                    institution) which may acquire a participation or other
                    interest in the Loans or rights of any Lender
                    hereunder; provided that such bank (or other financial
                    institution) agrees to maintain any such information to
                    be received in accordance with the provisions of this
                    Section 9.15;

                        (vi) disclosure by any party hereto to any other
                    party hereto or their counsel or agents;

                       (vii) disclosure by any party hereto to any entity,
                    or to any Subsidiary of such an entity, which owns,
                    directly or indirectly, more than 50% of the voting
                    stock of such party, or to any Subsidiary of such an
                    entity; or

                      (viii) disclosure of information that prior to such
                    disclosure has become public knowledge through no
                    violation of this Agreement.

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

                                        FREEPORT-McMoRan SULPHUR INC.,


                                          by /s/ Robert M. Wohleber
                                             ---------------------- 
                                           Name: Robert M. Wohleber
                                           Title:President and Chief
                                                 Executive Officer


                                           ADDRESS FOR NOTICES:

                                           1615 Poydras Street
                                           New Orleans, Louisiana 70112

                                           Attention:  Robert M. Wohleber
                                                        President and Chief
                                                        Executive Officer

                                           Telephone:   504-582-1758
                                           Telecopy:    504-582-1611





                                        THE CHASE MANHATTAN BANK,
                                        individually and as Administrative
                                        Agent and Documentary Agent,

                                          by /s/ James H. Ramage
                                             -------------------
                                           Name:James H. Ramage                 
                                           Title:Vice President               



                                        ADDRESS FOR NOTICES:

                                        Loan & Agency Services
                                        One Chase Manhattan Plaza
                                        8th Floor
                                        New York, NY 10081

                                        Attention: Laura Rebecca
                                        Telephone: 212-552-7253
                                        Telecopy:  212-552-7490

                                        With a copy to:

                                        James Ramage
                                        Telephone:  212-270-1373
                                        Telecopy:   212-270-4724





                                        HIBERNIA NATIONAL BANK,

                                          by /s/ Steven Nance
                                            ----------------- 
                                           Name: Steven Nance
                                           Title: Assistant Vice President



                                        ADDRESS FOR NOTICES:

                                        313 Carondelet Street
                                        New Orleans, LA 70130

                                        Attention: Steven Nance

                                        Telephone: 504-533-5384
                                        Telecopy:  504-533-2060



                                        BANK OF MONTREAL,

                                          by /s/ Michael P. Sassos
                                             ---------------------
                                           Name: Michael P. Sassos
                                           Title: Director



                                          ADDRESS FOR NOTICES:

                                          115 South LaSalle Street
                                          11th Floor
                                          Chicago, IL 60603

                                          Attention: Daniel Scharfee

                                          Telephone: 312-750-3758
                                          Telecopy:  312-750-4345



                                        THE BANK OF NOVA SCOTIA,

                                          by /s/ F.C.H. Ashby
                                             ----------------
                                           Name: F.C.H. Ashby
                                           Title: Senior Manager
                                                  Loan Operations 


                                        ADDRESS FOR NOTICES:

                                        600 Peachtree Street, N.E.
                                        Suite 2700
                                        Atlanta, GA 30308

                                        Attention: Robert Ahern

                                        Telephone: 404-877-1565
                                        Telecopy:  404-888-8998




                                        THE BANK OF TOYKO-MITSUBISHI, LTD.,
                                        HOUSTON AGENCY,

                                          by /s/ John W. McGhee
                                             ------------------
                                           Name: John W. McGhee
                                           Title: Vice President and Manager



                                        ADDRESS FOR NOTICES:

                                        1100 Louisiana Street
                                        Suite 2800
                                        Houston, TX 77002-5216

                                        Attention: Barrie Hogue

                                        Telephone: 713-655-3835
                                        Telecopy:  713-658-0116





                                        FIRST NATIONAL BANK OF COMMERCE,

                                          by /s/ Joseph P. Maxwell
                                             ---------------------
                                           Name: Joseph P. Maxwell
                                           Title: Assistant Vice President



                                        ADDRESS FOR NOTICES:

                                        201 St. Charles Avenue
                                        28th Floor
                                        New Orleans, LA 70170

                                        Attention: Lisa Glennon

                                        Telephone: 504-623-1352
                                        Telecopy:  504-623-1316




                                        THE FUJI BANK LIMITED-HOUSTON
                                        AGENCY,

                                          by /s/ Nate Ellis
                                             --------------
                                           Name: Nate Ellis
                                           Title: Vice President & Manager



                                        ADDRESS FOR NOTICES:

                                        1221 McKinney
                                        Suite 4100
                                        Houston, TX 77010

                                        Attention: Jenny Lin

                                        Telephone: 713-650-7821
                                        Telecopy:  713-951-0590



                                        MELLON BANK, N.A.,

                                          by /s/ Charles A. Gilbert
                                             ----------------------
                                           Name: Charles A. Gilbert
                                           Title: Banking Officer



                                        ADDRESS FOR NOTICES:

                                        Three Mellon Bank Center
                                        Room 1203
                                        Pittsburgh, PA 15259

                                        Attention: Patricia L. Martin

                                        Telephone: 412-234-4710
                                        Telecopy:  412-236-2027




                                                                 SCHEDULE I






                             APPLICABLE MARGIN FOR LOANS
                                 AND COMMITMENT FEES


          Debt to EBITDA       LIBOR          ABR          Commitment Fee
          Leverage Ratio       Spread*        Spread*        Percentage      
          Below 2.5x           0.300%         0.000%          0.200%
          2.5x - 3.5x          0.375%         0.000%          0.250%
          Above 3.5x           0.500%         0.000%          0.375%




          *  At any time when more than $50,000,000 is borrowed under this
          Agreement, the applicable spread shall be increased by 0.125%.





                                                                SCHEDULE II




                                 LENDER COMMITMENTS


                      Lender               Applicable     Commitment
                                           Percentage

          THE CHASE MANHATTAN BANK                15%       $15,000,000
          HIBERNIA NATIONAL BANK                  15%        15,000,000
          THE BANK OF MONTREAL                    12%        12,000,000
          THE BANK OF NOVA SCOTIA                 12%        12,000,000
          THE BANK OF TOKYO-MITSUBISHI,
            LTD., HOUSTON AGENCY                  12%        12,000,000 

          FIRST NATIONAL BANK OF                  10%        10,000,000
          COMMERCE
          THE FUJI BANK LIMITED-HOUSTON
          AGENCY                                  12%        12,000,000
          MELLON BANK, N.A.                       12%        12,000,000

                              TOTAL:             100%      $100,000,000




                                                               SCHEDULE III




                                    SUBSIDIARIES

                                        None.




                                                                SCHEDULE IV




                               GOVERNMENTAL APPROVALS

                                        None.