Exhibit 4.8

                              SECOND    AMENDED   AND   RESTATED   CREDIT
                         AGREEMENT dated  as  of November 14, 1996, among
                         FREEPORT-McMoRan  RESOURCE   PARTNERS,   LIMITED
                         PARTNERSHIP,   a  Delaware  limited  partnership
                         ("FRP"),  FREEPORT-McMoRan   INC.,   a  Delaware
                         corporation  ("FTX";  FTX  and  FRP  being   the
                         "Borrowers"),    the    undersigned    financial
                         institutions  (collectively,  the "Banks"),  THE
                         CHASE  MANHATTAN BANK (successor  by  merger  to
                         Chemical   Bank   ("Chemical")   and  the  Chase
                         Manhattan   Bank  (National  Association)("Chase
                         NA")), a New York banking corporation ("Chase"),
                         as administrative  agent  for the Banks (in such
                         capacity,   the  "Administrative   Agent"),   as
                         collateral  agent   for   the   Banks  (in  such
                         capacity, the "FRP Collateral Agent")  under the
                         FRP  Security Agreement (as defined below),  and
                         as collateral  agent  for  the Banks and certain
                         other  lenders  (in  such  capacity,   the  "FTX
                         Collateral   Agent")   under  the  FTX  Security
                         Agreement (as defined below), and as documentary
                         agent  for  the  Banks (in  such  capacity,  the
                         "Documentary Agent";  the  Administrative Agent,
                         the  FRP  Collateral Agent, the  FTX  Collateral
                         Agent   and   the   Documentary   Agent   being,
                         collectively, the "Agents").


     FRP and FTX have requested the Banks  to extend credit to FRP and to
extend credit on a secured basis to FTX in order to enable them 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 $350,000,000;  provided that the aggregate principal amount of all
revolving credit loans  to  FTX  at any time outstanding shall not exceed
$150,000,000.   The  proceeds of such  borrowings  are  to  be  used  for
corporate purposes of  the  Borrowers  but  may  not  be  used  to prepay
subordinated debt of the Borrowers.

     The Banks are willing to make loans to FRP and secured loans  to FTX
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 1.1.  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 C.

     "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.

     "Agrico LP" means Agrico,  Limited  Partnership,  a Delaware limited
partnership between FTX (as successor by liquidation to Freeport Chemical
Company), as general partner, and FRP, as limited partner.

     "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 1%) 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 for the relevant Borrower  set forth on
Schedule I hereto under the caption "LIBOR Spread", "ABR Spread"  or "Fee
Percentage",  as  the  case  may  be,  based  upon the ratings by S&P and
Moody's, respectively, applicable on such date  to  the  Index Debt.  For
purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect  a  rating  for  the  Index  Debt  (other  than  by reason of  the
circumstances referred to in the last sentence of this definition),  then
such  rating  agency  shall  be  deemed  to  have established a rating of
BB-/Ba3, unless such rating agency shall have  in  effect  a  rating  for
senior    subordinated    unsecured,   non-credit   enhanced,   long-term
indebtedness for borrowed money  of  FRP,  in  which  case  such  rating,
increased  by  two categories, shall be used as the Index Debt rating  of
such rating agency  so  long  as  such rating agency has in effect such a
rating and does not have in effect  a  rating for Index Debt; (ii) if the
ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall fall within different categories, the Applicable
Margin shall be based on the lower of the  two  ratings  unless either of
the two ratings qualifies as "investment grade", in which case the higher
of  the  two ratings will apply; and (iii) if the ratings established  or
deemed to  have  been  established  by Moody's and S&P for the Index Debt
shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall  be  effective  as  of  the date on
which it is first announced by the applicable rating agency.  Each change
in the Applicable Margin shall apply during the period commencing  on the
effective  date  of  such  change  and  ending  on  the  date immediately
preceding  the  effective  date of the next such change.  If  the  rating
system of Moody's or S&P shall  change,  or  if either such rating agency
shall cease to be in the business of rating corporate  debt  obligations,
the  Borrowers and the Banks shall negotiate in good faith to amend  this
definition  to reflect such changed rating system or the non-availability
of ratings from  such rating agency and, pending the effectiveness of any
such amendment, the Applicable Margin shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

     "Applicable  Percentage"  of  any  Bank  means  the  percentage  set
opposite such Bank's name on Schedule II hereto, 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 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%) most
recently estimated by the Administrative  Agent  as  the then current net
annual  assessment  rate  that  will  be employed in determining  amounts
payable  by Chase to the Federal Deposit  Insurance  Corporation  or  any
successor  ("FDIC") for the FDIC's insuring time deposits made in Dollars
at offices of Chase in the United States.

     "Bank"  means  each  bank  signatory  hereto  and its successors and
permitted assigns under Section 9.3.

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

     "Borrowers" means FRP and FTX.

     "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.

     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 Closing 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 FTX;  or
(b) a  majority  of  the  seats (other than vacant seats) on the board of
directors of FTX shall at any  time  be  occupied by Persons who were not
(i)  members  of  the  board of directors of FTX  on  the  Closing  Date,
(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) or (iii) nominated  or  appointed  by  RTZ,  RTZ  Indonesia  or  any
Affiliate  of  either  thereof  pursuant  to  its  participation  in  the
Restructuring  as  contemplated  by  the  Letter  Agreement  dated  as of
March 7, 1995, between RTZ America and FTX and FCX and the Stock Purchase
Agreement.

     "Circle C Agreement" means the Credit Agreement dated as of February
6, 1992, as amended, by and between Circle C Land Corp. and TCB.

     "Closing Date" means July 17, 1995.

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

     "Collateral  Agents"  mean  the  FRP  Collateral  Agent  and the FTX
Collateral Agent.

     "Commitment"  means,  with  respect to each Bank, the Commitment  of
such Bank hereunder to make revolving  loans  as set forth on Schedule II
hereto, or in the Commitment Transfer Supplement  pursuant  to which such
Bank assumed its Commitment, as the same may be permanently terminated or
reduced  from  time  to  time  pursuant  to  Section 2.7 and pursuant  to
assignments by such Bank pursuant to Section 9.3.  The Commitment of each
Bank shall automatically and permanently terminate on the Maturity Date.

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

     "Commitment Termination Date" has the meaning assigned  to such term
in Section 2.6(a).

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

     "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,
(y) the up to $10,000,000 conditional payment of FRP to Fertiberia due in
1998  to the extent not reflected as a liability on FRP's  balance  sheet
under GAAP  and  (z)  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 non-
contingent  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.

     "Debt to Capital  Ratio" means at the end of any fiscal quarter, the
ratio, expressed as a percentage,  of  the  aggregate principal amount of
total  consolidated  Debt outstanding of FRP (excluding  working  capital
Debt of IMC-Agrico in  a  principal  amount  not  to  exceed  $75,000,000
multiplied  by  FRP's percentage capital interest in IMC-Agrico)  to  FRP
Capitalization.

     "Deemed Lease"  means  an  agreement  characterized  by  the parties
thereto  as  a lease solely for income tax purposes and as to which  such
parties  have  elected   to   have   the   provisions   of   the   former
Section 168(f)(8) of the Internal Revenue Code of 1954 apply.

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

     "EBITDA"  means,  for  any  fiscal  quarter,  the  sum  of (a) FRP'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 FRP and on
other  consolidated  Debt  of  FRP during such quarter  and  deducted  in
determining  FRP's  consolidated  net   income;  (c)  FRP's  consolidated
depreciation, depletion and amortization  charges  deducted  in computing
FRP's  consolidated  net  income;  and  (d) excess cash distributions  as
reflected in FRP's statement of cash flows  received  by  FRP  from  IMC-
Agrico;  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) FRP's EBITDA to (b)  interest  expense  and  capitalized
interest paid  or accrued on consolidated Debt of FRP including the Loans
and  the proportional  consolidation  of  the  outstanding  Debt  of IMC-
Agrico, during such period.

     "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 existence, or the continuation  of the existence, of
a Release (including sudden or non-sudden, accidental  or  non-accidental
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  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. Section 9601
et seq. (collectively "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. Section 6901  et  seq., the Federal Water
Pollution  Control  Act,  as  amended  by the Clean Water  Act  of  1977,
33 U.S.C.  Section 1251  et  seq.,  the Clean Air  Act  of  1970,  as  amended
42 U.S.C. Section 7401 et seq., the Toxic  Substances  Control  Act  of  1976,
15 U.S.C. Section 2601  et  seq.,  the  Occupational Safety and Health Act of
1970, as amended, 29 U.S.C. Section 651 et  seq.,  the  Emergency Planning and
Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq., the Safe
Drinking Water Act of 1974, as amended, 42 U.S.C. Section 300(f)  et seq., the
Hazardous  Materials  Transportation Act, 49 U.S.C. Section 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 (i) any  dividend  or  distribution  on,  or
purchase, redemption or other payment in respect of, the capital stock of
FTX or the partnership  units  of  FRP,  whether  in cash or in kind, and
(ii) open  market  purchases  by  FTX or any Restricted  Subsidiaries  of
Depositary Units of FRP (as defined in FRP Partnership Agreement).

     "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.

     "FCX"  means  Freeport-McMoRan  Copper   &  Gold  Inc.,  a  Delaware
corporation.

     "FI"  means  P.T. Freeport Indonesia Company,  a  limited  liability
company  organized under  the  laws  of  Indonesia  and  domesticated  in
Delaware.

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

     "First Restatement Agreement" means the Amendment Agreement dated as
of April 25, 1996, among  the  Borrowers,  the  Banks  and  Chemical,  as
Administrative  Agent, FRP Collateral Agent and FTX Collateral Agent, and
Chase NA, as Documentary Agent.

     "First Restatement Closing Date" means the date upon which the First
Restatement Agreement becomes effective in accordance with its terms.

     "FM  Credit Agreement"  means  the  Credit  Agreement  dated  as  of
June 30, 1995,  among  FM  Properties, FTX, FCX, the banks party thereto,
Chemical, as Administrative  Agent  and as FM Collateral Agent, and Chase
NA, as Documentary Agent, as the same  may  be  amended  or replaced from
time to time.

     "FM  Properties"  means  FM  Properties  Operating  Co., a  Delaware
general partnership whose partners are FTX and FM Properties Inc.

     "FM Properties Indebtedness" means the obligations of  FM Properties
under the FM Credit Agreement and the obligations of FM Properties listed
on Schedule VII hereto.

     "FRP  Capitalization"  means  the  sum, as of the end of any  fiscal
quarter, of the aggregate principal amount of the total consolidated Debt
outstanding of FRP (excluding working capital  Debt  of  IMC-Agrico  in a
principal amount not to exceed $75,000,000 multiplied by FRP's percentage
capital  interest  in  IMC-Agrico)  plus  consolidated  partners' capital
(excluding the effect of non-cash unusual or extraordinary  charges after
December 31, 1994, on such partners' capital) of FRP.

     "FRP  Collateral  Agent"  means  Chase in its capacity as Collateral
Agent for the Banks under the FRP Security Agreement.

     "FRP Partner" means Agrico LP, FRP,  FTX (provided that FTX's direct
or indirect (other than through FRP) ownership  interests  in  IMC-Agrico
shall  not  exceed  its ownership interests in Agrico LP as of the  First
Restatement Closing Date)  or  another Restricted Subsidiary of FRP which
has  the  rights  and  obligations of  FRP  Partner  as  defined  in  and
contemplated by the IMC-Agrico Partnership Agreement.

     "FRP Partnership Agreement" means the Amended and Restated Agreement
of Limited Partnership of  Freeport-McMoRan  Resource  Partners,  Limited
Partnership,  dated  as of May 29, 1987 among FRP, FTX and FMRP Inc.,  as
amended.

     "FRP Security Agreement"  means  (i) prior  to the First Restatement
Closing  Date,  the  security  agreement  and mortgage  in  the  form  of
Exhibit E,  executed by FRP and delivered to  the  FRP  Collateral  Agent
pursuant to Section 4.1(h),  as  such  agreement  may  be  amended and in
effect  from time to time, and (ii) from and after the First  Restatement
Closing Date, any security agreement for the benefit of the Banks between
FRP and Chase,  as  FRP  Collateral  Agent,  including  any such security
agreement required by Section 2.7(b)(y).

     "FRP Senior Notes" means up to $150,000,000 principal  amount  of 7%
Senior  Notes  of FRP issued pursuant to the First Supplemental Indenture
dated as of February 14,  1996,  to  the  Senior  Indenture  dated  as of
February 1, 1996, between FRP and Chemical, as trustee.

     "FTX  Collateral  Agent"  means  Chase in its capacity as collateral
agent  for the Lenders (as defined in the  FTX  Intercreditor  Agreement)
under the FTX Intercreditor Agreement and the FTX Security Agreement.

     "FTX  Guaranty  Agreement"  means the Guaranty Agreement dated as of
July 17, 1995, as such may be amended,  pursuant  to which FTX guarantees
all or a portion of the FM Properties Indebtedness.

     "FTX  Intercreditor  Agreement"  means  the Intercreditor  Agreement
entered into as of June 11, 1992, as amended and restated in its entirety
as  of  June 1, 1993, and as of the Funding Date  in  the  form  attached
hereto as  Exhibit  G,  among  the  Administrative Agent on behalf of the
Banks, the FM Agent on behalf of the  FM  Lenders, Hibernia National Bank
as  agent  for  the Pel-Tex Lenders (each as defined  therein),  TCB  and
Chemical, as FTX  Collateral  Agent,  as  such  agreement  may be further
amended and in effect from time to time.

     "FTX Security Agreement" means the security agreement in the form of
Exhibit F,  executed  by  FTX  and delivered to the FTX Collateral  Agent
pursuant to Section 4.1(g), as such  agreement  may  be  amended  and  in
effect from time to time.

     "Funding  Date"  means  the  first  date  on which the conditions to
borrowing set forth in Articles IV and VI have been satisfied.

     "GAAP" has the meaning assigned to such term in Section 1.2.

     "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 quasijudicial 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 substances
or wastes, hazardous  or  toxic  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.

     "IMC" means IMC Global Operations Inc., a Delaware corporation.

     "IMC-Agrico"  means the general partnership formed pursuant  to  the
IMC-Agrico Partnership Agreement.

     "IMC Partner" means  the  Subsidiary  of IMC that has the rights and
obligations of IMC GPCo as defined in and contemplated  by the IMC-Agrico
Partnership Agreement.

     "IMC-Agrico  Partnership Agreement" means the Amended  and  Restated
Partnership Agreement  dated  as  of July 1, 1993, as further amended and
restated as of May 26, 1995, by and  among  Agrico LP, a Delaware limited
partnership,  IMC-Agrico  GP Company, a Delaware  corporation,  and  IMC-
Agrico MP Inc., a Delaware  corporation,  as  amended  and in effect from
time to time as permitted by Section 5.2(r).

     "Index Debt" means the senior, unsecured, non-credit enhanced, long-
term indebtedness for borrowed money of FRP.

     "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 such 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 1, 2, 3 or 6 months thereafter, as the applicable
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.

     "LIBO Rate" means, with respect  to  any  LIBO  Rate  Loan  for  any
Interest  Period,  an  interest  rate  per annum (rounded upwards, if not
already a whole multiple of 1/100 of 1%,  to the next higher 1/100 of 1%)
equal  to the arithmetic average of the respective  rates  per  annum  at
which Dollar  deposits  approximately  equal  in  principal amount to the
Reference Banks' portions of such LIBO Rate Loan and for a maturity equal
to  the  applicable Interest Period are offered in immediately  available
funds to the  principal  London  offices  of  the  Reference Banks 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 Bank, the LIBOR Office set forth for
such Bank on the signature  pages  hereof  or  as  otherwise  notified in
writing  to the Administrative Agent and the Borrowers, unless such  Bank
shall designate  a  different  LIBOR  Office  by notice in writing to the
Administrative Agent and the Borrowers.

     "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 (except for any purchase  option,  call or similar right under
the  FRP Partnership Agreement as in effect on the  Closing  Date  or  as
modified  from  time  to time with the consent of the Required Banks) and
(d) other  encumbrances  of  any  kind,  including,  without  limitation,
production payment obligations.

     "Loan" means any loan made pursuant to Section 2.1.

     "Loan Documents" means this Agreement, the Promissory Notes, the FTX
Intercreditor   Agreement,   the   Security   Agreements  and  all  other
agreements, certificates and instruments now or hereafter entered into in
connection  with  any  of  the  foregoing, in each case  as  amended  and
modified from time to time.

     "Loan Exposure" means the aggregate  amount  of  unpaid principal of
all Loans made by the Banks.

     "Main  Pass"  means FRP's interest in the Joint Operating  Agreement
dated May 1, 1988, among  FRP,  Homestake  Sulphur Company and IMC Global
Operations Inc., and the Joint Operating Agreement  dated  June 5,  1990,
among FRP, Homestake Sulphur Company and IMC Global Operations Inc.,  and
all rights and interests arising therefrom or in connection therewith and
all  FRP's right, title and interest to the leases, properties and assets
subject  to  such  Joint  Operating Agreements, including those listed on
Schedule V hereto.

     "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  a  Borrower  and  its  Subsidiaries  taken  as  a  whole,
(b) material impairment of the  ability  of  a  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 Banks under any Loan Document.

     "Maturity Date" means November 13, 2001, or, if earlier, the date of
termination of the Commitments pursuant to the terms hereof.

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

     "Multiemployer  Plan"  means  a  multiemployer  plan  as  defined in
Section 4001(a)(3) of ERISA to which a 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 FRP, any of
its Restricted Subsidiaries  or  IMC-Agrico  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 FRP,
any of its Restricted  Subsidiaries  or IMC-Agrico) 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.

     "1995  Form  10-K"   has  the  meaning  assigned  to  such  term  in
Section 3.1(e).

     "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 5.2(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 FTX as of the  time of its organization.  By written notice
to  the  Administrative  Agent, FTX  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 FTX 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.

     "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.

     "Permitted Secured Swap" means any Hedge Agreement between  FTX  and
any  Bank or its affiliates that shall be ratably secured pursuant to the
FTX Security Agreement.

     "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.

     "Promissory  Notes"  means  the promissory notes  of  each  Borrower
referred to in Section 2.4.

     "Properties"   has   the   meaning    assigned    such    term    in
Section 3.1(n)(1).

     "Reference Banks" means National Westminster Bank Plc. and Chase.

     "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 9.3(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. Section 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 Banks" means, subject to Section 9.7(b), at any time Banks
having  Commitments  representing  at  least  66-2/3%  of  the  aggregate
Commitments hereunder or, if the Commitments  have been terminated, Banks
holding Loans representing at least 66-2/3% 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; provided,  however,  that  any  Person  through
which  FRP  owns  any  interest  in  IMC-Agrico  shall  at all times be a
Restricted Subsidiary.

     "Restructuring" means the transactions between FTX and  FCX  (on the
one  hand)  and  RTZ,  RTZ  Indonesia and RTZ America (on the other hand)
pursuant to the Stock Purchase  Agreement,  and  the  distribution  on  a
generally   tax  free  basis  (subject  to  exceptions  approved  by  the
Administrative   Agent   and   the  Documentary  Agent)  by  FTX  to  its
shareholders of the shares of FCX,  thereby  leaving  FTX  as  a  holding
company for FRP and leaving FCX as the publicly held holding company  for
FI,  together  with arrangements required by or effectuated in connection
with such distribution  with  respect  to existing contractual agreements
and indebtedness of FTX, FRP, FCX and FI,  all on terms substantially the
same as those disclosed in writing to the Banks prior to the Closing Date
or  otherwise  satisfactory  to the Required Banks  (including  all  tax,
accounting, corporate and partnership matters).

     "RTZ" means the RTZ Corporation  PLC,  a company organized under the
laws of England.

     "RTZ America" means RTZ America, Inc., a  Delaware corporation and a
wholly owned subsidiary of RTZ.

     "RTZ  Indonesia" means RTZ Indonesia Limited,  a  company  organized
under the laws of England and a wholly owned subsidiary of RTZ.

     "S&P" means  Standard  & Poor's Ratings Group, a division of McGraw-
Hill, Inc.

     "SEC" means the Securities and Exchange Commission.

     "Second Restatement Agreement"  means  the Amendment Agreement dated
as of November 14, 1996, among the Borrowers, the Banks and the Agents.

     "Second Restatement Closing Date" means  the  date  upon  which  the
Second  Restatement  Agreement  becomes  effective in accordance with its
terms.

     "Security  Agreements"  means,  collectively,   the   FRP   Security
Agreement and the FTX Security Agreement.

     "Shared Collateral" has the meaning assigned to such term in the FTX
Intercreditor Agreement.

     "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  Bank (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 Liabilities (as defined  in  Regulation  D).   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.

     "Stock  Purchase  Agreement"  means the Agreement dated as of May 2,
1995, by and between FTX, FCX, RTZ,  RTZ  Indonesia  and  RTZ  America as
approved  by  the  Banks and in effect on the Closing Date and as amended
from time to time as permitted by Section 5.2(t).

     "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 FTX and provided, further,  that  FM  Properties, FM Properties, Inc.,
and IMC-Agrico shall not at any time be Subsidiaries  for any purposes of
this Agreement.

     "TCB"  means  Texas Commerce Bank National Association,  a  national
banking association.

     "Third Party" has  the  meaning  assigned  to  such  term in Section
5.2(l).

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

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

     "Transferee" means any Participant or Purchasing Bank, as such terms
are defined in Section 9.3.

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

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

     SECTION   1.2.    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  Borrowers' independent
public  accountants,  as applicable) applied on a basis  consistent  with
those  used  in  preparing   the  financial  statements  referred  to  in
Section 5.1(a)  ("GAAP");  provided,  however,  that  each  reference  in
Section 5.2 hereof, or in the  definition of any term used in Section 5.2
hereof, to GAAP shall mean generally accepted accounting principles as in
effect on the Closing Date and as  applied  by Borrowers in preparing the
financial statements referred to in Section 3.1(e).   In  the  event  any
change  in  GAAP  materially affects any provision of this Agreement, the
Banks and the Borrowers  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 Borrowers' compliance  with  such
provisions  shall be determined  on  the  basis  of  GAAP  as  in  effect
immediately before such change in GAAP became effective.

     SECTION  1.3.   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 2.1.  Revolving Credit Facility.  Upon the terms and subject
to  the  conditions  and  relying upon the representations and warranties
herein set forth, each Bank,  severally  and  not jointly, agrees to make
Loans to the Borrowers, at any time and from time to time on or after the
Funding  Date,  and  until  the  earlier  of the Maturity  Date  and  the
termination of the Commitment of such Bank  in  accordance with the terms
hereof, in an aggregate principal amount at any one  time outstanding not
to exceed such Bank's Applicable Percentage of the then  effective unused
Total  Commitment  on  the  Borrowing  Date  for  such Loan.  Within  the
foregoing limits, the Borrowers may borrow, repay and  reborrow, prior to
the Maturity Date, Loans subject to the terms, provisions and limitations
set forth herein; provided, however, that the aggregate  principal amount
of all Loans to FTX at any time outstanding shall not exceed $150,000,000
or such lesser amount determined pursuant to Section 2.7.

     SECTION 2.2.   Loans.   (a)  The  Loans  made  by the Banks  to  any
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.   The  Loans  by  each Bank to each Borrower made after  the
Funding  Date  shall  be made against  an  appropriate  Promissory  Note,
payable to the order of  such  Bank  in  the  amount  of  its Commitment,
executed by such Borrower and delivered to such Bank on the Closing Date,
as referred to in Section 2.4.

     (b)  Each Loan shall be either a Reference Rate Loan or  a LIBO Rate
Loan  as  the  relevant  Borrower  may  request  pursuant to Section 2.3.
Subject to the provisions of Sections 2.3 and 2.10,  Loans  of  more than
one type may be outstanding at the same time.

     (c)    Each  Bank  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 appropriate 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 Banks.  Unless  the  Administrative  Agent shall have received
notice from a Bank prior to the date of any Loan  that such Bank will not
make available to the Administrative Agent such Bank's  portion  of  such
Loan,  the  Administrative  Agent may assume that such Bank 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 applicable Borrower
on such date a corresponding amount.  If the Administrative  Agent  shall
have so made funds available, then to the extent that such Bank shall not
have  made  such portion available to the Administrative Agent, such Bank
and the applicable  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  applicable  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 Bank, 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 Bank shall repay to the  Administrative  Agent
such corresponding  amount, such amount shall constitute such Bank's Loan
for purposes of this Agreement.

     SECTION 2.3.  Notice  of  Loans.   (a)  A Borrower requesting a Loan
shall  give  the  Administrative Agent irrevocable  telephonic  (promptly
confirmed in writing),  written,  telecopy or telex notice in the form of
Exhibit B 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, such 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) the  Borrower  to  which the Loan then being
requested is to be made, (2) whether the Loan then  being requested is to
be  a Reference Rate Loan or LIBO Rate Loan, (3) the date  of  such  Loan
(which  shall be a Business Day) and amount thereof, and (4) 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 such
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 a Borrower, then the applicable  Borrower  shall  be  deemed  to  have
selected  an Interest Period of one month's duration.  The Administrative
Agent shall  promptly  advise  the  other  Banks of any notice given by a
Borrower pursuant to this Section 2.3(a) and  of  each  Bank's portion of
the requested Loan.

     (b)  Each 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 a
Borrower shall not have delivered a borrowing notice  in  accordance with
this Section 2.3 prior to the end of the Interest Period then  in  effect
for  any Loan of such Borrower requesting that such Loan be converted  or
continued  as  permitted  hereby,  then  such  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 Section 2.3 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,  no  Borrower  shall  in  any  borrowing  notice   under  this
Section 2.3  request  any LIBO Rate Loan which, if made, would result  in
more than 20 separate LIBO  Rate  Loans of any Bank.  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 2.4.  Promissory Notes.  (a)  The Loans made by each Bank to
each Borrower shall be evidenced by  a  Promissory  Note duly executed on
behalf  of  such  Borrower, dated the Closing Date, in substantially  the
form attached hereto as Exhibit A, payable to the order of such Bank in a
principal amount equal  to  its  Commitment.   The  outstanding principal
balance  of  each Loan, as evidenced by such Promissory  Note,  shall  be
payable on the  Maturity  Date.  Each Promissory Note shall bear interest
from  the  date  of  the first borrowing  hereunder  on  the  outstanding
principal balance thereof, as provided in Section 2.5.

     (b)  Each Bank shall  maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness to such Bank resulting
from each Loan made by such Bank from time to time, including the amounts
of principal and interest payable and paid to such Bank from time to time
under this Agreement.  Each  Bank shall, and is hereby authorized by each
Borrower to, endorse on the schedule  attached  to  the  Promissory  Note
delivered  by  such  Borrower  to such Bank (or on a continuation of such
schedule attached to such Promissory  Note  and  made a part thereof), or
otherwise record in such Bank's internal records, an appropriate notation
evidencing  the  date  and  amount of each Loan from such  Bank  to  such
Borrower, as well as the date  and  amount of each payment and prepayment
with respect thereto; provided, however,  that the failure of any Bank to
make such a notation or any error in such a notation shall not affect the
obligation  of such Borrower to repay the Loans  made  by  such  Bank  in
accordance with the terms of this Agreement and such Promissory Note.

     (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  applicable  Borrower to each Bank hereunder and
(iii) the  amount  of  any  sum  received  by  the  Administrative  Agent
hereunder from such Borrower and each Bank's share thereof.

     (d)  The  entries  made  in  the  accounts  maintained  pursuant  to
paragraphs (b) and (c) of this Section 2.4 shall be  prima facie evidence
of  the  existence  and  amounts  of  the  obligations therein  recorded;
provided,  however, that the failure of any Bank  or  the  Administrative
Agent to maintain  such  accounts  or  any error therein shall not in any
manner affect the obligations of the Borrowers  to  repay  the  Loans  in
accordance with their terms.

     SECTION 2.5.   Interest on Loans.  (a)  Subject to the provisions of
Section 2.8, 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 2.8, each Loan which is a
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 Borrowers and each Bank of
such determination.

     SECTION 2.6.  Fees.  (a)  The Borrowers shall pay each Bank, 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 June 30,  1995,  and
the Funding Date through and including the Commitment Termination Date on
the average daily  amount  of  such  Bank's  Applicable Percentage of the
unused Total Commitment during the quarter (or  shorter period commencing
with the earlier of June 30, 1995, and the Funding  Date  or  ending with
the  Commitment  Termination  Date)  ending  on  such  date  equal to the
applicable  Commitment Fee Percentage set forth in Schedule I hereto  for
such Borrower.

     (b)  All Commitment Fees under this Section 2.6 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 Bank shall
cease to accrue on the earlier of the Maturity Date and  the  termination
of the Commitment of such Bank pursuant to Section 2.7.

     (c)  The Borrowers agree to pay to the Administrative Agent, for its
own  account,  on  the  Closing Date and on each anniversary thereof,  an
administration  fee (the "Administrative  Fee")  as  agreed  between  the
Borrowers 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 Banks.  Once paid,  all  such  fees shall be fully
earned under any and all circumstances.

     SECTION 2.7.  Maturity and Reduction of Commitments.

     (a)  Upon  at  least five days' prior written, telecopied  or  telex
notice to the Administrative  Agent, the Borrowers may without penalty at
any time in whole permanently terminate, or from time to time permanently
reduce, the Total Commitment, ratably  among the Banks 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 (I) the Net Proceeds of any non-ordinary
course asset disposition  by  FRP  and  its  Restricted  Subsidiaries and
IMC-Agrico  (other  than  in each case, (i) dispositions of obsolete  and
worn-out property or real estate  not  used  or  useful  in its business,
(ii) sales  of  accounts  receivable  and  (iii) sales  of any IMC-Agrico
assets to the extent not resulting in distributable cash  to  FRP  or its
Restricted  Subsidiaries), in excess of a cumulative aggregate amount  of
$25,000,000 for  all  such transactions during the term of this Agreement
after the First Restatement  Closing  Date,  and (II) the net proceeds of
any  issuance  of  Debt  to  any  Third Party by FRP  or  its  Restricted
Subsidiaries during the term of this Agreement after March 1, 1996 (other
than (A) Guarantees where no proceeds of the related Debt are received by
FRP or its Restricted Subsidiaries,  (B) Debt  described  in clauses (i),
(ii),  (iii), (iv), (v), (vi), (vii), (viii), (xi), (xii) and  (xiii)  of
Section 5.2(g),  (C)  Capitalized Lease Obligations where a related asset
sale has already been counted  for  purposes  of this Section 2.7(b), (D)
Debt described in clauses (ix) and (x) of Section  5.2(g) in an aggregate
principal amount not in excess of $75,000,000 and (E)  Debt  described in
clause (x) of Section 5.2(g) to the extent that the proceeds of such Debt
are  used  to  refinance  Debt of FTX or FRP, other than Debt under  this
Agreement, which is outstanding  at  the  time  of the incurrence of such
additional Debt.  The Total Commitment shall also  be  automatically  and
permanently reduced by an amount equal to such portion of the proceeds of
any  equity  issuance (other than pursuant to employee stock option plans
and similar arrangements and other than equity issued to fund a permitted
acquisition) by  FRP  and the Restricted Subsidiaries to any Person other
than the Borrowers and  the Restricted Subsidiaries as the Required Banks
and the Borrowers shall agree  prior  to  the  time  of  receipt  of  Net
Proceeds  in  respect  of  such  equity  issuance; provided that, if such
agreement shall not be reached prior to the  time  of  such  receipt, the
applicable  portion shall be 50%.  The Commitment reductions required  by
this Section 2.7(b)  shall  be  effective  as  of  the date of closing or
effectiveness  of  any  transaction  subject hereto; provided  that  with
respect to any non-cash Net Proceeds, such Commitment reductions shall be
effective as of the earlier of (x) the  date  of receipt of cash proceeds
thereof  and  (y)  the  first  anniversary  of  the date  of  closing  or
effectiveness of such transaction, subject to any  such non-cash proceeds
in  excess  of  $5,000,000 being pledged to the FRP Collateral  Agent  as
additional collateral  for the Loans and other obligations under the Loan
Documents, pursuant to a  security  agreement  between  FRP  and  the FRP
Collateral  Agent in a form reasonably satisfactory to the FRP Collateral
Agent; and provided  further  that  to  the extent prepayment of any LIBO
Rate Loan is required pursuant to this Section  2.7(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 2.8.   Interest  on  Overdue  Amounts;  Alternative  Rate of
Interest.   (a)  If  any  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,
such 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% above the rate which would otherwise be
     payable  under  Section 2.5(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% 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 Borrowers 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 Bank 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
Borrowers  and  the  other Banks, and any request by a Borrower  for  the
making of a LIBO Rate  Loan  pursuant to Section 2.3 or 2.10 shall, until
the Administrative Agent shall  have  advised the Borrowers and the Banks
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 such Borrower such request shall be deemed
to be a request for a Reference Rate Loan only from such Bank referred to
in (ii) above; provided  further,  however, that such option shall not be
available  to  such  Borrower  if  the  Administrative  Agent  makes  the
determination  specified in (ii) above with  respect  to  three  or  more
Banks.  Each determination of the Administrative Agent hereunder shall be
conclusive absent manifest error.

     SECTION 2.9.   Prepayment  of  Loans.  (a)  Each 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,  each
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 2.7, the Borrowers shall pay or prepay so
much of  their  respective  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 2.9  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 giving such  notice  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.   Each Borrower
shall  have  the right, subject to the provisions of Section 2.8,  (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 such 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 a Borrower to be continued or  converted
     among the Banks in accordance  with  the respective amounts of their
     commitments and the notice given to the Administrative Agent by such
     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 any 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 such 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 20 separate LIBO Rate Loans of
     any Bank would result, determined as set forth in Section 2.3(c);

          (h) no Loan shall be continued or converted if such Loan by any
     Bank  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 applicable Borrower pursuant to
this Section 2.10 to  the  other  Banks 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  applicable
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
applicable 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  a 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 Borrowers shall  pay  to  each  Bank  on  the  last  day of each
Interest  Period  for  any  LIBO  Rate  Loan so long as such Bank may  be
required to maintain reserves against Eurocurrency Liabilities as defined
in Regulation D of the Board (or so long  as such Bank 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  Bank which
includes  any  LIBO  Rate Loan) an additional amount (determined by  such
Bank  and  notified to the  Borrowers),  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; and

          (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  Bank  shall separately bill the Borrowers directly for all  amounts
claimed pursuant to this Section 2.11(a).

     (b)  Notwithstanding  any  other  provision  herein,  if  after  the
Closing  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  Bank  (which  shall  for  the purpose of this
     Section include any assignee or lending office of  any  Bank) 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 Bank by the U.S.
     Federal government  or  by  any  jurisdiction  in  which  such  Bank
     maintains  an  office,  unless the presence of such office is solely
     attributable to the enforcement of any rights hereunder or under any
     Security Document 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 Bank;

          (iii) impose  on  any  such Bank or the London Interbank Market
     any other condition affecting this Agreement or LIBO Rate Loans made
     by such Bank; or

          (iv) impose upon any Bank  any  other condition with respect to
     any amount paid or to be paid by any Bank  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  Bank  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 Bank or to require
such Bank to make any payment,  in respect of any such Loan, in each case
by  or in an amount which such Bank  in  its  sole  judgment  shall  deem
material, then the Borrower to which such Loan was made shall pay to such
Bank  on demand such an amount or amounts as will compensate the Bank for
such additional cost, reduction or payment.

     (c)  If any Bank shall have determined that the applicability of any
law, rule,  regulation,  agreement or guideline adopted after the Closing
Date regarding capital adequacy,  or any change after the Closing 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  Bank (or any lending office of such Bank)
or any Bank'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 Closing Date, has or
would  have  the effect of reducing the rate of  return  on  such  Bank's
capital or on  the  capital  of such Bank's holding company, if any, as a
consequence of this Agreement  or  the  Loans  made  pursuant hereto to a
level  below  that which such Bank or such Bank's holding  company  could
have achieved but  for such applicability, adoption, change or compliance
(taking into consideration  such Bank's policies and the policies of such
Bank's holding company with respect  to  capital  adequacy)  by an amount
deemed by such Bank to be material, then from time to time the  Borrowers
shall  pay  to  such  Bank  such  additional  amount  or  amounts as will
compensate  such  Bank  or  such  Bank's  holding  company  for any  such
reduction suffered.

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

     (e)  A  certificate  of  a  Bank  (or Transferee) setting forth such
amount  or amounts as shall be necessary  to  compensate  such  Bank  (or
Transferee) as specified in paragraph (a), (b) or (c) (and in the case of
paragraph (c), such Bank's holding company) above or Section 2.17, as the
case may  be, shall be delivered as soon as practicable to the Borrowers,
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
appropriate Borrower  shall  pay each Bank the amount shown as due on any
such certificate within 15 days  after  its  receipt  of  the  same.   In
preparing  such  a certificate, each Bank may employ such assumptions and
allocations of costs  and  expenses  as  it  shall  in  good  faith  deem
reasonable.  The failure of any Bank (or Transferee) to give the required
90  day  notice  shall excuse the Borrowers from their 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 Bank 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 Bank'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  Bank  regardless  of  any  possible  contention  of
invalidity or  inapplicability  of the law, regulation or condition which
shall have occurred or been imposed.   No  Borrower  shall be required to
make  any  additional payment to any Bank pursuant to Section 2.11(a)  or
(b) in respect  of  any  such  cost,  reduction  or payment that could be
avoided by such Bank in the exercise of reasonable diligence, including a
change  in the lending office of such Bank if possible  without  material
cost to such  Bank.   Each  Bank  agrees that it will promptly notify the
Borrowers  and  the  Administrative Agent  of  any  event  of  which  the
responsible account officer shall have knowledge which would entitle such
Bank  to any additional  payment  pursuant  to  this  Section 2.11.   The
Borrowers  agree 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 Closing 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 Bank 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
Borrowers and to the Administrative Agent, such Bank may:

          (i) declare  that  LIBO Rate Loans will not thereafter (for the
     duration of such unlawfulness  or  impracticality)  be  made by such
     Bank  hereunder,  whereupon  the Borrowers shall be prohibited  from
     requesting LIBO Rate Loans from  such  Bank  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 2.9.

     (b)  Before   giving   any   notice  to  the   Borrowers   and   the
Administrative  Agent pursuant to this  Section  2.12,  such  Bank  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 Bank, be
otherwise disadvantageous to such Bank.  For purposes of Section 2.12(a),
a notice to the Borrowers by any Bank shall  be  effective on the date of
receipt by the Borrowers.

     SECTION 2.13.  Indemnity.  Each Borrower shall  indemnify  each Bank
against  any funding, redeployment or similar loss or expense which  such
Bank may sustain or incur as a consequence of (a) any event, other than a
default by  such  Bank  in  the performance of its obligations hereunder,
which results in (i) such Bank  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 Bank not being made after notice of such Loan  shall have
been given by such 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  Bank,  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  Bank) that  would  be  realized  by  such  Bank  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 Bank setting forth any amount or amounts which  such Bank is entitled
to receive pursuant to this Section shall be delivered  to  the Borrowers
and shall be conclusive absent manifest error.

     SECTION 2.14.  Pro Rata Treatment.  Except as permitted under any of
Sections 2.8(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  Banks  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 Bank
agrees that in computing such Bank's portion  of any borrowing to be made
hereunder, the Administrative Agent may, in its  discretion,  round  each
Bank's  percentage  of  such  borrowing to the next higher or lower whole
Dollar amount.

     SECTION 2.15.  Sharing of  Setoffs.   Each  Bank  agrees  that if it
shall,  through  the  exercise  of  a  right of banker's lien, setoff  or
counterclaim against any 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 Bank 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  any  Borrower  held by it as a
result  of  which  the  unpaid  principal  portion  of the Loans of  such
Borrower  held  by  it  shall  be  proportionately less than  the  unpaid
principal portion of the Loans of such  Borrower  held  by any other Bank
(other than as permitted under any of Sections 2.8(b), 2.11,  2.12,  2.13
or  2.17),  it shall be deemed to have simultaneously purchased from such
other Bank at  face  value, and shall promptly pay to such other Bank the
purchase price for, a participation in the Loans of such Borrower held by
such other Bank, so that  the  aggregate  unpaid  principal amount of the
Loans of such Borrower and participation in Loans of  such  Borrower held
by  each  Bank  shall  be in the same proportion to the aggregate  unpaid
principal amount of all  Loans  of  such Borrower then outstanding as the
principal amount of the Loans of such  Borrower  held by it prior to such
exercise of banker's lien, setoff or counterclaim  was  to  the principal
amount  of all Loans of such 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, each Borrower  expressly  consents  to  the
foregoing arrangements  and  agrees that any Bank holding a participation
in  a  Loan of either 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 such Borrower hereunder to such
Bank as fully as if  such  Bank had made a Loan directly to such 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 either Borrower to
the Banks hereunder, whether on account of  Commitment  Fees,  payment of
principal  or  interest  on the Promissory Notes 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 Banks  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 Bank  participating in the
Loans made on such date shall pay to the Administrative Agent such Bank'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
Bank of  Federal  funds.  At the time of, and by virtue of, such payment,
such Bank 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 Banks promptly,  but no later
than 3:00 p.m., New York City time, on the date of such borrowing, to the
appropriate Borrower in immediately available funds.

     (c)  If  any payment of principal, interest, Commitment Fee  or  any
other amount payable  to the Banks hereunder or under any Promissory Note
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
Borrowers prior  to  the  date  on which any payment or prepayment is due
hereunder  (which  notice  shall be  effective  upon  receipt)  that  the
Borrowers  do  not  intend  to  make  such  payment  or  prepayment,  the
Administrative Agent may assume that the Borrowers have 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
Bank on  such date an amount equal to the portion of such assumed payment
or prepayment  such  Bank is entitled to hereunder, and, if the Borrowers
have not in fact made  such  payment  or prepayment to the Administrative
Agent, such Bank shall, on demand, repay  to the Administrative Agent the
amount made available to such Bank, together  with  interest  thereon  in
respect  of each day during the period commencing on the date such amount
was made available  to  such  Bank and ending on (but excluding) the date
such Bank 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  Bank  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 any
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 Bank (or Transferee) and franchise taxes of  an  Agent
or  any  Bank (or Transferee), as applicable, as a result of a connection
between the  jurisdiction imposing such taxes and such Agent or such Bank
(or Transferee),  as  applicable,  other than a connection arising solely
from  such  Agent  or such Bank (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 any Borrower shall
be required by law to deduct any Non-Excluded Taxes from or in respect of
any sum payable hereunder to the Banks (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  Bank  (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) such  Borrower  shall  make such deductions and (iii) such  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 Bank shall  be entitled to receive any
greater payment under this Section 2.17 than such  Bank  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  Borrowers  agree  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 Borrowers will indemnify each Bank (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 Bank (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  Bank  or  Agent,  or  the
Administrative Agent on behalf of  such  Bank  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 Bank (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  any  Borrower  to  the  relevant  Governmental
Authority, such 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 Bank (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 Borrowers either  a  valid  and  currently effective Internal Revenue
Service Form 1001 or Form 4224 or, in  the case of a Bank (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  Bank  (or  Transferee)  delivers  a  Form W-8,   a  certificate
representing that such Bank (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 Borrowers and is not
a controlled  foreign  corporation  related  to the Borrowers (within the
meaning of Section 864(d)(4) of the Code)), properly  completed  and duly
executed  by such Bank (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
Bank  (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 Bank (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 Bank (or Transferee) is legally able to do so.

     (f)  Notwithstanding anything to  the  contrary  contained  in  this
Section 2.17, no Borrower shall be required to pay any additional amounts
to  any  Bank  (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
Bank (or Transferee)  to  comply  with  the  provisions  of paragraph (e)
above.

     (g)  Any  Bank  (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  Borrowers 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 Bank,  be  otherwise  disadvantageous  to such
Bank (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  Bank
(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  3.1.   Representations  and  Warranties.  As of the Funding
Date and each other date upon which such representations  and  warranties
are  required  to  be  made  or  deemed  made pursuant to Section 6.1(i),
(i) FTX represents and warrants with respect  to  itself and (ii) FTX and
FRP jointly and severally represent and warrant with  respect  to FRP, in
each case to each of the Banks, as follows:

          (a)  Organization,   Powers.    Each   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.
     Each Borrower has the 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,  to borrow hereunder and to execute
     and  deliver  any Promissory Notes to  be  delivered  by  it.   Each
     Borrower has all  requisite  corporate or partnership 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 5.1(k))   and  the  other  Loan
     Documents to which each Borrower is or is to be,  a  party  and  the
     borrowings  hereunder (i) have been duly authorized by all requisite
     corporate or  partnership  and, if required, stockholder or partner,
     action  on  the part of each Borrower,  as  the  case  may  be,  and
     (ii) will  not   (A) violate   (x) any   Governmental  Rule  or  the
     certificate or articles of incorporation or  limited  partnership or
     other  constitutive documents or the By-laws, partnership  agreement
     or  regulations   of  such  Person  or  (y) any  provisions  of  any
     indenture, agreement  or  other instrument to which such Person is a
     party, or by which such Person or any of their respective 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  such Person, except as
     contemplated by the Security Agreements.

          (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  either  Borrower  of  this
     Agreement or any other  Loan Document to which it is, or is to be, a
     party or the borrowings hereunder  by  either  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 either
     Borrower,  such  Person 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 each  Borrower,  in  each  case enforceable in
     accordance with its respective terms (subject, as to the enforcement
     of   remedies   against   such  Person,  to  applicable  bankruptcy,
     reorganization, insolvency,  moratorium  and  similar laws affecting
     creditors' rights against such Person generally  in  connection with
     the  bankruptcy,  reorganization or insolvency of such Person  or  a
     moratorium or similar event relating to such Person).

          (e)  Financial  Statements.   FTX  has  heretofore furnished to
     each  of  the Banks consolidated balance sheets  and  statements  of
     operations  and changes in retained earnings and cash flow as of and
     for the fiscal  years  ended December 31, 1994 and 1995, all audited
     and   certified   by   Arthur   Andersen LLP,   independent   public
     accountants, included in  FTX's  Annual  Report on Form 10-K for the
     year ended December 31, 1995 (the "1995 Form 10-K"),  and  unaudited
     consolidated  balance  sheets and statements of operations and  cash
     flow as of and for the fiscal  quarter  ended June 30, 1996 included
     in FTX's Quarterly Report on Form 10-Q for  the  quarter  ended June
     30, 1996.  In addition, FRP has heretofore furnished to each  of the
     Banks  consolidated balance sheets and statements of operations  and
     cash flow  for FRP as of and for the fiscal years ended December 31,
     1994 and 1995,  all audited and certified by Arthur Andersen LLP and
     unaudited consolidated  balance  sheets and statements of operations
     and cash flow for FRP as of and for  the  fiscal  quarter ended June
     30, 1996.  All such balance sheets and statements of  operations and
     cash  flow  present  fairly  the financial condition and results  of
     operations  of  FTX  and  its  Subsidiaries   or   of  FRP  and  its
     Subsidiaries,  as  applicable, as of the dates and for  the  periods
     indicated.  Such financial statements and the notes thereto disclose
     all material liabilities,  direct  or  contingent,  of  FTX  and its
     Subsidiaries  or  of FRP and its Subsidiaries, as applicable, 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 3.1(e) have
     been prepared in accordance with GAAP.  There  has  been no material
     adverse  change since December 31, 1995, in the businesses,  assets,
     operations,  prospects  or  condition,  financial  or  otherwise, of
     (i) FTX, (ii) FRP, (iii) FTX and its Subsidiaries taken  as  a whole
     or (iv) FRP and its Subsidiaries taken as a whole.

          (f)  Litigation;  Compliance  with  Laws; etc.  (i)  Except  as
     disclosed in the 1995 Form 10-K and any subsequent  reports filed as
     of  20 days prior to the Closing Date with the SEC on  Form 10-Q  or
     Form 8-K  which  have  been  delivered  to  the  Banks, 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 Borrowers,
     threatened  against or affecting the Borrowers or any Subsidiary  or
     the businesses,  assets or rights of the Borrowers 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 any
     collateral  for the Loans 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  FTX  or  FRP  to  conduct   its   business
     substantially  as  now conducted, or materially and adversely affect
     the  businesses,  assets,   operations,   prospects   or  condition,
     financial  or  otherwise,  of FTX or FRP, or impair the validity  or
     enforceability of, or the ability  of  FTX  or  FRP  to  perform its
     obligations under, this Agreement or any of the other Loan Documents
     to which it is a party.

          (ii)  Neither the Borrowers 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 Borrowers 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
     following  discovery of commercially exploitable reserves),  in  the
     case of the  Borrowers  and  their Restricted Subsidiaries, free and
     clear  of  all  Liens  except  such   Liens   as  are  permitted  by
     Section 5.2(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   respective   Borrower  or  the  respective
     Restricted Subsidiary 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  of  the  Borrowers  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)  Each Borrower will use the proceeds of all Loans made to
     it to refinance borrowings by it under the Existing Credit Agreement
     and for its ongoing  general  corporate purposes and for acquisition
     transactions  permitted hereunder  (including  acquisitions  of  FRP
     units).

          (iv)  As of  the Funding Date (A) the collateral subject to the
     FTX Security Agreement  (1) constitutes  Margin Stock with a current
     market value (within the meaning of Regulation U)  at least equal to
     twice the aggregate amount of credit secured, directly or indirectly
     (within the meaning of Regulation U), by such Margin  Stock  on such
     date or (2) constitutes collateral which is not Margin Stock ("Other
     Collateral")  with  a  current  market  value (within the meaning of
     Regulation U) at least equal to twice the aggregate amount of credit
     secured,   directly   or   indirectly   (within   the   meaning   of
     Regulation U), by such Other Collateral (including, in each case, as
     credit secured for such purpose the entire amount of the Commitments
     to  make  Loans to FTX), and (B) there are no Liens on  such  Margin
     Stock or such Other Collateral, as the case may be (other than those
     created by the FTX Security Agreement).

          (i)  Taxes.   The  Borrowers 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 relevant Borrower
     or   Subsidiary   is   contesting  in  good  faith  by   appropriate
     proceedings, and with respect  to  which  the  relevant  Borrower or
     Subsidiary shall, to the extent required by GAAP, have set  aside on
     its books adequate reserves.

          (j)  Employee  Benefit  Plans.   Each of the Borrowers 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  Borrowers 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  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.

          (l)  Public Utility Holding Company Act.  Neither 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  Closing  Date or the date of any update
     thereof   required   by   Section 5.1(a)(5),   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 FTX in  each.   Each
     entity shown as a  parent  company owns on such date, free and clear
     of all Liens (other than the  Liens required or permitted by Section
     3.1(o) and Section 5.2(d)(iii),  (iv) and (viii)), 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  or
     operated by the Borrowers and their Subsidiaries  and  by IMC-Agrico
     (the  "Properties")  and  all operations of the Borrowers and  their
     Subsidiaries and IMC-Agrico 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  non-compliance 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  Borrowers  or  their
          Subsidiaries   or  IMC-Agrico,  which  Releases  or  threatened
          Releases, in the  aggregate,  could  reasonably  be expected to
          result in a Material Adverse Effect;

               (3)  neither  the  Borrowers nor any of their Subsidiaries
          nor IMC-Agrico has received  any  notice  of  an  Environmental
          Claim  in  connection with the Properties or the operations  of
          the Borrowers  or  their  Subsidiaries  or  IMC-Agrico  or with
          regard  to  any  Person  whose  liabilities  for  environmental
          matters  the Borrowers or their Subsidiaries or IMC-Agrico  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  do  the  Borrowers  or  their Subsidiaries have reason  to
          believe  that any such notice will  be  received  or  is  being
          threatened; and

               (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  have  the  Borrowers  or   their
          Subsidiaries  or  IMC-Agrico 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.

     The representations set forth in this Section 3.1(n) with respect to
     IMC-Agrico are given to the best knowledge after  due inquiry of the
     Borrowers and their Subsidiaries (which shall be deemed  to  include
     the actual knowledge of Crescent Technology, Inc.).

          (o)   Security  Documents.  (i)  The FTX Security Agreement  is
     effective to create in favor of the FTX  Collateral  Agent,  for the
     ratable benefit of the parties to the FTX Intercreditor Agreement, a
     legal,  valid  and  enforceable  security  interest  in  the  Shared
     Collateral  (as  defined  in the FTX Security Agreement); the Shared
     Collateral has been delivered  to  the  FTX  Collateral  Agent on or
     before the Funding Date and the FTX Security Agreement constitutes a
     fully  perfected first priority Lien on, and security interests  in,
     all right,  title  and  interest  of the pledgors thereunder in such
     Shared Collateral and the proceeds  thereof,  in each case prior and
     superior in right to any other Person subject to  the restriction on
     conversion of Unit Equivalents referred to in Section 5.2(d)(viii).

          (ii) At all times when it shall be required hereunder,  the FRP
     Security Agreement shall be effective to create in favor of the  FRP
     Collateral  Agent,  for  the  ratable benefit of the Banks, a legal,
     valid  and  enforceable security  interest  in  the  Collateral  (as
     defined in the  FRP  Security  Agreement)  and,  if  such  filing is
     required   under   applicable  law,  when  financing  statements  in
     appropriate form are  filed  in  the  appropriate  offices,  the FRP
     Security  Agreement shall constitute a fully perfected Lien on,  and
     security interest  in,  all right, title and interest of the grantor
     thereunder in such Collateral and the proceeds thereof, in each case
     prior  and superior in right  to  any  other  Person,  except,  with
     respect  to  the  FRP  Security  Agreement as in effect prior to the
     First Restatement Closing Date, as  provided  in Articles 34, 35 and
     36 of the FRP Security Agreement.

          (p)  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  either
     Borrower to the Administrative Agent or any Bank in connection  with
     this  Agreement  or  any  of  the  other  Loan Documents or included
     therein or any information provided to Cravath,  Swaine &  Moore  in
     connection  with  the preparation of the environmental due diligence
     summary  memorandum  referred  to  in  paragraph (m)  of  Article IV
     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 6.1,  the  Borrowers  may  not borrow Loans hereunder
until  the  first  date  (the  "Funding Date") upon which  the  following
conditions have been satisfied:

          (a)  Each Bank shall have received its duly executed Promissory
     Notes complying with the provisions of Section 2.4.

          (b)  The Administrative  Agent  and the Documentary Agent shall
     have received, on behalf of themselves  and  the  Banks, a favorable
     written opinion of (i) the General Counsel of FTX,  substantially to
     the  effect  set  forth  in  Exhibit H, (ii) Davis Polk &  Wardwell,
     counsel for the Borrowers, substantially  to the effect set forth in
     Exhibit I and (iii) Liskow & Lewis, special  Louisiana  counsel  for
     the  Borrowers,  substantially to the effect set forth in Exhibit J,
     in each case (A) dated the Funding Date, (B) addressed to the Agents
     and the Banks, and  (C)  covering such other matters relating to the
     Restructuring, the Loan Documents  and the transactions contemplated
     thereby as the Administrative Agent  and the Documentary Agent shall
     reasonably request, and the Borrowers  hereby  instruct such counsel
     to deliver such opinions.

          (c)   All  legal  matters  incident  to  this  Agreement,   the
     borrowings  and  extensions  of  credit hereunder and the other Loan
     Documents  shall  be  satisfactory to  the  Banks  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  or
     partnership certificate  (as  applicable),  including all amendments
     thereto,  of each 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 each Borrower as of a recent
     date, from such  Secretary  of  State;  (ii) a  certificate  of  the
     Secretary  or Assistant Secretary of each Borrower dated the Funding
     Date and certifying (A) that attached thereto is a true and complete
     copy of the by-laws or partnership agreement (as applicable) of such
     Borrower as  in  effect on the Funding 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  such Borrower
     (in the case of FRP, the Board of Directors of its managing  general
     partner) authorizing the execution, delivery and performance of  the
     Loan  Documents  to  which such Person 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 or partnership certificate
     and partnership agreement (as applicable)  of such 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  such
     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  (ii) above; and
     (iv) such  other documents as the Banks 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 Funding Date and signed by a
     Financial Officer of each Borrower, confirming  compliance  with the
     conditions  precedent  set  forth  in  paragraphs (i)  and  (iii) of
     Section 6.1.

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

          (g)  The FTX Security Agreement  shall  have been duly executed
     by the parties thereto and delivered to the FTX Collateral Agent and
     shall  be  in  full force and effect, and the Unit  Equivalents  (as
     defined in the FRP  Partnership  Agreement)  in FRP owned by FTX and
     required to be pledged under the FTX Security  Agreement  shall have
     been duly and validly pledged thereunder to the FTX Collateral Agent
     for  the  ratable  benefit  of  the parties to the FTX Intercreditor
     Agreement.

          (h)  The FRP Security Agreement  shall  have been duly executed
     by  the  parties thereto and shall have been delivered  to  the  FRP
     Collateral  Agent and shall be in full force and effect on such date
     and each document  (including each Uniform Commercial Code financing
     statement)  required   by   law   or  reasonably  requested  by  the
     Administrative Agent to be filed, registered or recorded in order to
     create in favor of the FRP Collateral  Agent  for the benefit of the
     Banks a valid, legal and perfected first-priority  security interest
     in  and lien on the Collateral described in such agreement  (subject
     only  to  the  Liens  described  in  Section 5.2(d)(viii) of the FRP
     Security Agreement and Articles 34, 35  and  36  of the FRP Security
     Agreement and Schedule A to the FRP Security Agreement)  shall  have
     been delivered to the FRP Collateral Agent.

          (i)  The Restructuring shall have been completed on a generally
     tax-free basis (subject to exceptions approved by the Administrative
     Agent   and   the  Documentary  Agent),  including  arrangements  in
     connection  with   the   Restructuring   with  respect  to  existing
     indebtedness of FTX, FRP, FCX and FI, all on terms substantially the
     same as those described in Schedule XI or  otherwise satisfactory to
     the  Required  Banks (including all tax, accounting,  corporate  and
     partnership  matters),   and   the   Administrative  Agent  and  the
     Documentary  Agent  shall  have received  satisfactory  opinions  of
     counsel  with  respect to the  Restructuring,  its  tax  status  and
     related matters as they shall reasonably request.

          (j)  In connection  with  the  Restructuring,  all  Debt of FTX
     shall  have  been  repaid  and  cancelled  (or,  in  the case of the
     Existing Credit Agreement, refunded by borrowings hereunder) and all
     Guarantees of Debt by FTX (other than the Guarantees referred  to in
     Section 5.2(g)(xi)) shall have been released.

          (k)   Closing  and  satisfaction  of  the conditions to initial
     borrowing  under  a  new  $200,000,000  Chemical/Chase  Bank  credit
     facility for FI and FCX and the amendment  and  restatement  of  the
     existing  $550,000,000  Chemical/Chase  Bank  credit facility for FI
     shall have occurred substantially simultaneously  with  the  Funding
     Date.

          (l)   All outstanding loans under the Existing Credit Agreement
     shall have been repaid in full and the Existing Credit Agreement and
     the  commitments   of  the  banks  party  thereto  shall  have  been
     terminated.

          (m)  The  Administrative   Agent   shall   have   received   an
     environmental  due  diligence  summary memorandum in form, scope and
     substance  reasonably  satisfactory  to  the  Banks,  from  Cravath,
     Swaine & Moore as to certain  environmental  hazards, liabilities or
     Remedial  Action  to  which  IMC-Agrico,  the  Borrowers   or  their
     Subsidiaries may be subject.

          (n)   The  Borrowers shall have delivered to the Administrative
     Agent statements  in  conformity  with  the  requirements of Federal
     Reserve Form U-1 referred to in Regulation U.

          (o)  The Stock Purchase Agreement shall be  in  full  force and
     effect in the form as in effect on the Closing Date or as amended as
     permitted by Section 5.2(t).


                            ARTICLE V

                            Covenants

     SECTION 5.1.  Affirmative Covenants of the Borrowers.  Each  of  the
Borrowers  covenants  and  agrees  with each Bank and Agent that from and
after the Funding 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 Banks otherwise provide prior written consent:

          (a)  Financial  Statements, etc.  The Borrowers  shall  furnish
     each Bank:

               (1) within 95 days  after  the  end of each fiscal year, a
          consolidated   balance   sheet   of  such  Borrower   and   its
          Subsidiaries and of IMC-Agrico as  at  the close of such fiscal
          year and consolidated statements of operation  and  changes  in
          retained  earnings or partners' capital and cash flow of it and
          its Subsidiaries  and  of  IMC-Agrico  for  such year, with the
          opinion thereon of Arthur Andersen LLP (Ernst  &  Young LLP, in
          the case of IMC-Agrico) or other independent public accountants
          of   national  standing  selected  by  it  or  IMC-Agrico,   as
          applicable,  to  the  effect  that  such consolidated financial
          statements fairly present the financial  condition  and results
          of  operations  of such Borrower and IMC-Agrico, as applicable,
          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 such Borrower and its Subsidiaries and of IMC-
          Agrico  as  at  the  end  of  such  quarter   and  consolidated
          statements  of income of it and its Subsidiaries  and  of  IMC-
          Agrico, for such  quarter and for the period from the beginning
          of the fiscal year to the end of such quarter, certified in the
          case of each Borrower  by  a Financial Officer of FTX as fairly
          presenting the financial condition and results of operations of
          the Borrowers 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
          such   Borrower   shall  have  sent  to  its  stockholders   or
          unitholders   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 Bank, copies  of  each  annual  report  filed  with  any
          Governmental  Authority  pursuant to ERISA with respect to each
          Plan of such Borrower or any of the Subsidiaries;

               (4) 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
          Borrowers or any of their Subsidiaries  or IMC-Agrico 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;

               (5) 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

               (6) from time to time, such further information  regarding
          the  business, affairs and financial condition of the Borrowers
          or any  Subsidiary  or  IMC-Agrico  as  any Bank may reasonably
          request.

     At the time the Borrowers furnish financial statements  pursuant  to
     the foregoing clauses (1) and (2), FRP will also furnish each Bank a
     certificate  signed  by  its Treasurer or other authorized Financial
     Officer setting forth the  calculation of:  (a) its current ratio as
     determined in accordance with  Section 5.2(e),  (b) its EBITDA Ratio
     as determined in accordance with Section 5.2(f) and  (c) its Debt to
     Capital Ratio determined in accordance with Section 5.2(h)  and  the
     Borrowers  will  furnish  a certificate by their Treasurers 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)  Taxes  and  Claims.  The Borrowers shall, and shall  cause
     each  of  its  Subsidiaries   to,   pay  and  discharge  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;
     provided that neither Borrower nor any Subsidiary  shall be required
     to  pay  any  such tax, assessment, charge or levy, the  payment  of
     which is being  contested  in  good  faith by proper proceedings and
     with respect to which such 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 a
     Lien.

          (c)  Maintenance  of  Existence;  Conduct  of  Business.   Each
     Borrower  shall  preserve and maintain its corporate or  partnership
     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 5.2(c).

          (d)  Compliance with Applicable Laws.  Each 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 such  Borrower  or  Subsidiary
     shall  have, to the extent required by GAAP, set aside on its  books
     adequate reserves.

          (e)  Litigation.   The  Borrowers  shall  promptly give to each
     Bank notice in writing of all litigation and all  proceedings before
     any Governmental Authority or arbitration authorities  affecting the
     Borrowers  or any Subsidiary or IMC-Agrico, 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 Borrowers  or IMC-Agrico or
     the  Borrowers' ability to comply with their obligations  under  the
     Loan Documents.

          (f)  ERISA.   Each  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 Borrowers 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 Borrowers 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 such
     Borrower setting forth details as to such ERISA Event and the action
     that such Borrower proposes to take with respect thereto.

          (g)   Compliance with Environmental Laws.  Each 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  none of the Borrowers or any of their
     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.

          (h)  Preparation of Environmental Reports.  If a default caused
     by reason of  a  breach  of  Section  3.1(n)  or  5.1(g)  shall have
     occurred  and  be  continuing, at the request of the Required  Banks
     through the Administrative  Agent,  the  Borrowers  shall provide to
     Banks  within  45  days  after such request, at the expense  of  the
     Borrowers,  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  Borrowers 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 Borrowers and each
     Subsidiary shall maintain financial records in accordance with GAAP,
     and, at all reasonable times and as often as any Bank may reasonably
     request, permit representatives of any Bank 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)  Further  Assurances.  Each Borrower shall, and shall cause
     its  Subsidiaries  to,   execute  any  and  all  further  documents,
     financing  statements, agreements  and  instruments,  and  take  all
     further actions  (including filing Uniform Commercial Code financing
     statements), which  may  be  required under applicable law, or which
     the  Required Banks, 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 and in order to grant,  preserve,  protect and perfect the
     validity and first priority of the security interests created by the
     Security Agreements.  The Borrowers agree to provide  such  evidence
     as  the  Collateral  Agents  shall  reasonably  request  as  to  the
     perfection  and  priority  status of each such security interest and
     Lien.

          (l)  Covenants Regarding  FRP.   FTX shall cause FRP to perform
     the covenants relating to FRP set forth in Sections 5.1 and 5.2.

     SECTION  5.2.   Negative Covenants of the  Borrowers.  Each  of  the
Borrowers covenants and  agrees  with  each Bank and Agent that, from and
after  the Funding 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, that, without the
prior written consent of the Required Banks:

          (a)  Conflicting Agreements.  Each 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 their obligations  under  any Loan
     Document  or  under  any  instrument or document delivered or to  be
     delivered by them hereunder  or thereunder or in connection herewith
     or therewith, (ii) would prohibit  or  restrict,  FRP  or  the other
     Restricted Subsidiaries or IMC-Agrico in the payment of dividends or
     other distributions or (iii) would prohibit or restrict the  ability
     of  FTX,  FRP,  the  other  Restricted Subsidiaries or IMC-Agrico to
     create Liens on any of their  assets  (other  than  assets which are
     subject to Liens permitted pursuant to paragraphs (ii), (iii), (iv),
     (vi), (vii) and (viii) of Section 5.2(d) and extensions and renewals
     and  replacements  thereof  to  the  extent  permitted  pursuant  to
     Section 5.2(d)(x) and the Liens permitted by paragraphs (ii) and (v)
     of  Section  5.2(r));  provided  that  IMC-Agrico may be subject  to
     negative pledge, dividend payment and financial  covenant provisions
     no  more restrictive than those in effect on the Closing  Date,  and
     FRP may  be  subject  to the limitations of Section 3.7 of the First
     Supplemental Indenture  dated as of February 14, 1996, to the Senior
     Indenture dated as of February 1, 1996, between FRP and Chemical, as
     trustee,  as  in  effect  on  March 1,  1996.   Notwithstanding  the
     limitations set forth in the immediately preceding sentence, FRP and
     any special purpose issuing  Restricted  Subsidiary  of  FRP may, in
     connection  with  the  placement  or  issuance  of  additional  Debt
     specifically  permitted  by  Section  5.2(g)(and any refinancings or
     replacements of or exchanges for such additional  Debt),  enter into
     agreements  containing a covenant essentially identical to that  set
     forth in Section 3.7 of the First Supplemental Indenture referred to
     in the immediately  preceding  sentence; provided that (w) a copy of
     such covenant be provided to the  Agents  prior  to  the issuance of
     such  Debt,  (x)  the placement or issuance of such additional  Debt
     does not contravene  any  other provision of any Loan Documents, (y)
     the terms of such covenant  are approved by the Agents if such terms
     are not identical to those set forth in such Section 3.7 and (z) the
     placement or issuance of such  additional  Debt  does not contravene
     any  provision of such First Supplemental Indenture  to  the  extent
     that the  Senior  Notes (as referred to in Section 3.7 of such First
     Supplemental Indenture)  are  not  wholly  or  permanently repaid in
     full.

          (b)   Hedge  Transactions.   The Borrowers and  the  Restricted
     Subsidiaries will 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.  Each Borrower shall not, and shall not permit any Restricted
     Subsidiary or IMC-Agrico  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)   the  investments   permitted   by
     Section 5.2(r),  (ii) dispositions  of   accounts   receivable   and
     dispositions  of  inventory  in  the  ordinary  course  of business,
     (iii) dispositions of obsolete or worn-out property, or real  estate
     not  used  or useful in its business, (iv) subject to Section 5.2(o)
     and (p), dispositions  of  assets  by  the Borrowers or a Restricted
     Subsidiary  to  another  Restricted  Subsidiary   or   a   Borrower,
     (v) subject  to Section 5.2(l), dispositions of assets by a Borrower
     or a Restricted  Subsidiary  to  a  Third  Party, (vi) to the extent
     permitted by Section 5.2(q), the payment of  dividends  in  cash  or
     kind  by  a  Borrower or any Restricted Subsidiary, (vii) subject to
     Section  2.7(b),   sale   and  leaseback  transactions,  (viii)  the
     transactions comprising the  Restructuring  and  (ix) investments in
     Permitted Investments and dispositions thereof; and except that:

               (x) the Borrowers or any Restricted Subsidiary  may  merge
          or  liquidate  any  other  Person (other than, in the case of a
          Restricted Subsidiary, FTX or FRP) into itself;

               (y) any Restricted Subsidiary  (other  than  FRP)  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  Sections 2.7(b) and 5.2(j), the Borrowers
          or any Restricted Subsidiary  may  sell or otherwise dispose of
          (including by merger or consolidation) any assets or securities
          of any Subsidiary (other than (A) a 50.1% ownership interest in
          FRP  on  a  fully diluted basis pledged  pursuant  to  the  FTX
          Security Agreement,  (B)  a 50.1% ownership interest on a fully
          diluted  basis  in Main Pass,  (C)  the  applicable  percentage
          ownership interest  on  a fully diluted basis in IMC-Agrico set
          forth on Schedule IX hereto  (provided  that  Agrico  LP may be
          replaced with another FRP Partner in accordance with the  terms
          of  this Agreement, including Section 5.2(r)(vi)), and (D) non-
          cash proceeds pledged as required by Section 2.7(b));

     provided,  however,  that  in  the  case  of  a  merger permitted by
     clause (x) above, immediately thereafter and giving  effect thereto,
     such 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 clause (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 respective 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.  It is understood and agreed that  no
     transaction  pursuant to a Deemed Lease (as in effect on the Closing
     Date or as amended  from  time  to  time  with  the  approval of the
     Administrative  Agent) shall be considered a disposition  of  assets
     within the meaning of this Section 5.2(c).

          (d)  Liens.   Each  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 its 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
          Closing  Date  by  a  Borrower  or  any  Restricted  Subsidiary
          securing  only purchase money Debt of  such  Borrower  or  such
          Restricted  Subsidiary  permitted by Section 5.2(g)(vii), 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 a
          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 a 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  such  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 in favor of the  Administrative  Agent  or  the
          Banks  or  in  favor of the FTX Collateral Agent as provided in
          the FTX Intercreditor Agreement and the FTX Security Agreement,
          Liens in favor of  TCB  and the Pel-Tex Lenders as permitted by
          the FTX Intercreditor Agreement,  and Liens in favor of the FRP
          Collateral Agent as provided in the FRP Security Agreement, all
          as contemplated by Section 3.1(o);

               (v) Liens   listed   on  Schedule VIII   hereto   securing
          obligations  of a Borrower or  a  Restricted  Subsidiary  under
          Deemed Leases  (as  in effect on the Closing Date or as amended
          from  time to time with  the  approval  of  the  Administrative
          Agent);

                (vi) Liens  (as  in  effect on the Closing Date) securing
          the Pennzoil Obligations on  only  the related assets purchased
          from Pennzoil Company;

               (vii) Liens  of  lessors of property  (in  such  capacity)
          leased by a 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;

               (viii)  the  reciprocal collateral mortgages and rights of
          first refusal granted  by FRP on Main Pass to its joint venture
          partners, the right of first offer granted by FRP on IMC-Agrico
          to IMC, and the restrictions  on conversion of Unit Equivalents
          into Depositary Units (as such  terms  are  defined  in the FRP
          Partnership Agreement) as in effect on the Closing Date  or  as
          modified with the consent of the Required Banks;

               (ix) 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 a Borrower or any of its Subsidiaries;

               (x) extensions,   renewals   and  replacements  of   Liens
          referred to in paragraphs (i), (ii),  (iv), (vii), (viii), (ix)
          and  (xi)  of  this  Section 5.2(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

               (xi)  Liens on equity or debt investments in Third Parties
          owned  by  FRP or FTX 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
          5.2(l).

          (e)  Current Ratio.   FRP shall not fail to maintain, as of the
     last day of each fiscal quarter,  consolidated current assets of FRP
     (excluding Nonrestricted Subsidiaries)  in  an amount at least equal
     to the amount of consolidated current liabilities  of FRP (excluding
     Nonrestricted  Subsidiaries).   For  purposes  hereof,  consolidated
     current  assets  and  consolidated  current  liabilities  shall   be
     determined  in  accordance with GAAP, except that (i) investments in
     shares of corporations  (other  than shares which are, and which are
     held  as,  marketable  securities)  and  advances  to  Nonrestricted
     Subsidiaries  and  other  firms or companies  in  which  FRP  has  a
     material investment, direct  or  indirect, or which have a direct or
     indirect  material  investment in FRP,  shall  not  be  included  in
     current  assets; (ii) current  assets  shall  be  increased  by  the
     available  portion of the Commitments which, under the terms of this
     Agreement, will,  if  not  sooner terminated or drawn down by either
     Borrower, remain outstanding  for  at  least twelve months following
     the time of determination; and (iii) the  current  portion  of long-
     term Debt shall not be included in current liabilities.

          (f)  EBITDA Ratio.  FRP shall not permit its EBITDA Ratio to be
     less than 1.25 to 1.00 at the end of any fiscal quarter.

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

               (i) the Loans;

               (ii)  $150,000,000 aggregate principal amount of FRP's  8-
          3/4%  Senior   Subordinated   Notes   due  2004,  but  not  any
          extensions, renewals, replacements or refunding  of  such Debt,
          and  $150,000,000 aggregate principal amount of the FRP  Senior
          Notes, but not any replacement or refunding of such Debt;

               (iii)   Debt   secured   by   the   Liens   permitted   by
          Section 5.2(d)(iii);  provided  that  such  Debt  is discharged
          within 180 days of the relevant acquisition or merger;

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

               (v) unsecured  loans  and  advances between the Restricted
          Subsidiaries and to the Restricted Subsidiaries from FRP;

               (vi) unsecured subordinated  loans  by  FTX  to FRP on the
          terms of Schedule X hereto so long as no Loans are  outstanding
          to FTX;

               (vii) purchase money Debt of FRP secured by Liens referred
          to in Section 5.2(d)(ii) not in excess of the purchase price of
          the related asset in each individual case and not in  excess of
          $25,000,000  principal amount for all such outstanding purchase
          money Debt in the aggregate;

               (viii) unsecured  Debt of FRP 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  $15,000,000,  and  unsecured  Debt of  FTX  with  a
          maturity  less  than 90 days pursuant to uncommitted  lines  of
          credit with an outstanding  principal amount not at any time in
          excess of $15,000,000;

               (ix) subject to Section 2.7(b), additional Debt (including
          Guarantees of any Debt of a Third  Party  and Capitalized Lease
          Obligations)  of  FRP  with an outstanding aggregate  principal
          amount not at any time in  excess  of  $75,000,000 which shall,
          except for Liens of Capitalized Lease Obligations  permitted by
          Section 5.2(d)(ii) or (vii), be unsecured;

               (x) additional Debt of FRP fully subordinated to the Loans
          on terms approved by the Administrative Agent, the net proceeds
          of  which  shall,  to  the  extent  required by Section 2.7(b),
          permanently reduce the Commitments and  be applied to repay any
          outstanding Loans;

               (xi) the Guarantee of the FM Properties  Indebtedness (not
          in  excess  of $73,000,000 aggregate principal amount)  by  FTX
          pursuant to the  FTX  Guaranty  Agreement  and FTX's own direct
          non-principal  and  interest obligations (including  joint  and
          several liability with  FM  Properties)  under  the  FM  Credit
          Agreement   and  the  documentation  evidencing  the  other  FM
          Properties Indebtedness;

               (xii)  Debt  consisting  of  a  pledge  of  investments in
          Nonrestricted  Subsidiaries  permitted  by  Section 5.2(d)(xi);
          provided that such Debt is recourse solely to the investment so
          pledged; and

               (xiii)  Debt of FTX resulting solely from  its position as
          general partner of FRP with respect to Debt of FRP permitted by
          this Section 5.2(g).

          (h)  Debt to Capital Ratio.  FRP shall not permit  its  Debt to
     Capital Ratio to exceed 65% at the end of any fiscal quarter.

          (i)  Subordinated   Debt   Payments.   The  Borrowers  and  the
     Restricted Subsidiaries shall not,  directly or indirectly, make any
     principal  payment  on,  or  repurchase of,  any  subordinated  debt
     referred to in clauses (ii) and  (x) of Section 5.2(g) with proceeds
     of the Loans.

          (j)  Ownership of Subsidiaries.   FTX  shall  not  at  any time
     directly  or  indirectly  own  shares  or  units  of voting stock or
     interests  having  on  a  fully  diluted  basis less than  (x) 50.1%
     ownership  interest  in FRP and (y) such voting  power  as  provides
     effective control of the policy and direction of FRP.  FRP shall not
     at any time directly have  less  than  a  50.1%  interest on a fully
     diluted basis in Main Pass or directly or indirectly  have less than
     the applicable ownership percentage on a fully diluted basis of IMC-
     Agrico set forth on Schedule IX hereto.  FTX shall own its interests
     in FRP and IMC-Agrico (including its interest in the FRP Partner, if
     applicable), and FRP shall own its interests in Main Pass  and  IMC-
     Agrico  (including  its interest in the FRP Partner, if applicable),
     free  and  clear  of  all   Liens,   except   as   contemplated   by
     Section 3.1(o)   and   Section 5.2(d)(viii).   The  Borrowers  shall
     promptly notify the Administrative  Agent  in the event there occurs
     any significant decrease in such ownership of FRP by FTX and of Main
     Pass and IMC-Agrico by FRP below that indicated  in  the most recent
     version  of Schedule III and of any decrease in such voting  control
     or  ownership  percentage  interest  below  50.1%  or  the  required
     percentage  set  forth on Schedule IX hereto, as applicable, in each
     case on a fully diluted  basis.   The  ownership  by  FTX  of equity
     interests  in  FRP  shall  be direct and not through any intervening
     entity. The ownership by FRP  of its interests in Main Pass shall be
     direct and not through any intervening entity.  The ownership by FRP
     of its interests in IMC-Agrico shall either be direct or through the
     FRP Partner and/or IMC-Agrico MP,  Inc.,  and  if  through  the  FRP
     Partner and/or IMC-Agrico MP, Inc., the ownership by the FRP Partner
     of its interests in IMC-Agrico shall be direct, except for the .001%
     ownership interest of IMC-Agrico MP, Inc., and the ownership by IMC-
     Agrico  MP,  Inc. of its interests in IMC-Agrico shall be direct and
     not through any intervening entity.

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

          (l)  Investments in Nonrestricted  Subsidiaries and Persons Not
     Subsidiaries.  The Borrowers and their Restricted Subsidiaries shall
     not make or permit to exist (x) any Guarantee  by it or a Restricted
     Subsidiary or IMC-Agrico of the Debt of any Person which is not IMC-
     Agrico (but in the case of IMC-Agrico, only to the  extent permitted
     by   Section   5.2(r))   or   a   Restricted  Subsidiary,  including
     Nonrestricted Subsidiaries, FCX and  FI  (each  such  Person being a
     "Third  Party")  in  excess  of  available  amounts  of Debt of  FRP
     permitted under Section 5.2(g)(ix), 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  $75,000,000  the  largest aggregate  amount
     thereof  outstanding  at  any time in FTX's preceding  fiscal  year;
     provided that, notwithstanding the provisions of clauses (x) and (y)
     above, (i) FTX (but not any  Restricted  Subsidiary,  including FRP,
     nor  IMC-Agrico)  may Guarantee (or be jointly and severally  liable
     with FM Properties  for) the FM Properties Indebtedness as permitted
     by Section 5.2(g)(xi)  on  the  terms of the agreements set forth on
     Schedule VII hereto and provide an  environmental indemnity pursuant
     to the FM Credit Agreement, (ii) the  Borrowers  and  the Restricted
     Subsidiaries may make investments as permitted under Section 5.2(r),
     (iii) FTX may make term loans of up to $10,000,000 to FM  Properties
     and (iv) the Borrowers and the Restricted Subsidiaries may invest in
     Permitted  Investments  all  of  which shall not be included in  the
     calculation of such $75,000,000 annual limit.

          (m)  Federal Reserve Regulations.   The Borrowers will not, and
     will cause their 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
     Borrowers will not, and will cause their  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 3.1(h)  at  any  time to be other than true and correct.  In
     the event that the Borrowers at any time believe that there exists a
     reasonable possibility that  they  will  become  unable  to make the
     representation  set  forth  in  Section  3.1(h)(iv), and alternative
     methods for complying the Margin Regulations in connection with this
     Agreement are available, the banks and the  Borrowers shall promptly
     enter into negotiations with a view to amending  this  Agreement  to
     provide for such alternative methods of compliance.

          (n)  Certain Debt Agreements.  FRP shall not, without the prior
     written  consent thereto of the Required Banks, amend, supplement or
     change in any material manner, any of the terms or provisions of any
     agreement,  note  or other instrument governing or evidencing its 8-
     3/4% Senior Subordinated  Notes  Due  2004  which  would shorten the
     maturity, change the amortization schedule  or increase  the cost of
     such Debt to FRP.

          (o)  FRP  Transfers.   FRP  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.

          (p)  Transactions with Affiliates.  Other than the transactions
     constituting the Restructuring, the Borrowers  and  their 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 Borrowers or any Restricted Subsidiary may engage in
     any of the foregoing  transactions  (i) in the case of a transaction
     between a Borrower or a Restricted Subsidiary  of  a  Borrower and a
     non-Wholly-Owned  Restricted  Subsidiary, the relevant Borrower,  or
     such Restricted Subsidiary, as  the case may be, has determined that
     such transaction is in the best interests  of such Borrower, or such
     Restricted Subsidiary, as the case may be, and  (ii) in  the case of
     any  other transaction between a 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)  a  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.

          (q)  Equity Payments.  The Borrowers 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).

          (r)  Covenants Regarding  IMC-Agrico.   (i)  The  Borrowers and
     their Restricted Subsidiaries shall not make or permit to  exist any
     loans  or  advances  to, or purchase any stock, other securities  or
     evidences of indebtedness  of,  or  permit  to  exist any investment
     whatsoever in or make any Guarantee with respect  to any such loans,
     advances, purchases, investments or acquisitions of interest made by
     any Person with respect to, or any other payment for the benefit of,
     IMC-Agrico the aggregate outstanding amount of which exceeds by more
     than $50,000,000 the largest aggregate amount thereof outstanding at
     any time in FTX's preceding fiscal year.

          (ii)  FRP shall not permit IMC-Agrico to incur  Debt  in excess
     of $237,000,000 at any time outstanding, of which Debt owing  to any
     Persons  other  than  FRP, any Restricted Subsidiary of FRP, IMC and
     any Subsidiary of IMC ("Third Party Debt") (x) shall not at any time
     exceed  $180,000,000  and  (y)  may  be  secured  only  by  accounts
     receivable  and inventory  of  IMC-Agrico;  provided  that  (A)  the
     $27,140,000 principal amount of Parish of St. James, Louisiana, 7.7%
     Solid Waste Disposal  Revenue  Bonds, Series 1992 (and any refunding
     thereof) may be secured by the assets  securing such Bonds as of the
     Closing Date and (B) other Third Party Debt  of  IMC-Agrico  not  in
     excess  of  $50,000,000 aggregate principal amount may be secured by
     any other assets  of  IMC-Agrico;  provided  further  that  the Debt
     incurred  by IMC-Agrico to finance the transactions contemplated  by
     and on terms  and conditions consistent with and as set forth in (1)
     the Agreement for  Real  Estate  Purchase Option dated as of July 7,
     1994,  between Mississippi Chemical  Corporation  ("MCC")  and  IMC-
     Agrico, (2) the Agreement for Real Estate Repurchase Option dated as
     of July  7,  1994,  between MCC and IMC-Agrico and (3) the Agreement
     for Real Estate Put Option  dated  as  of July 7, 1994,  between MCC
     and IMC-Agrico, (the documents described  in  the  foregoing clauses
     (1)  through  (3), together with any other documents or  instruments
     executed or to  be  executed  in  connection  therewith  or pursuant
     thereto being collectively referred to as the "MCC Documents") shall
     not  exceed  $57,000,000  at any time outstanding and, in connection
     with the incurrence of such  Debt, IMC-Agrico may grant Liens on the
     Property and the Adjacent Property (as defined in the MCC Documents)
     and may agree not to further encumber  the Property and the Adjacent
     Property, all on terms and conditions consistent  with  and  as  set
     forth in the MCC Documents.

          (iii)   FRP  (A) shall  not  permit  the  FRP Partner to agree,
     without  the  prior  written consent of the Required  Banks,  (x) to
     amend Section 6.04(a),  (b) or (d) or Section 6.07 of the IMC-Agrico
     Partnership Agreement or  any  defined  term included in either such
     Section  or  (y) to enter into any agreement  which  conflicts  with
     either Section  which  would in the case of either (x) or (y) dilute
     the control of FRP Partner  or  narrow  the  scope  of the decisions
     subject to vote or approval by FRP Partner, (B) shall not consent to
     any  material  change  in the nature of business conducted  by  IMC-
     Agrico, (C) shall notify  the  Administrative  Agent of any proposed
     amendment  to  any  of the IMC-Agrico Partnership Agreement  or  any
     other material agreement  relating to IMC-Agrico and shall provide a
     copy of any such proposed amendment  to the Administrative Agent and
     (D) shall not, and shall not permit its  Subsidiaries  to,  in  each
     case  without the prior written consent of the Required Banks, agree
     to amend any such agreement if, in the opinion of the Administrative
     Agent,  such  amendment  could reasonably be expected to result in a
     Material  Adverse  Effect;  provided   that,   subject   to  Section
     5.2(r)(vi)  below, any dissolution, merger or liquidation of  Agrico
     LP into FRP,  FTX  or  a  newly  formed Person which is a Restricted
     Subsidiary with no Debt or Liens at  the  time  of such dissolution,
     merger or liquidation (provided that FTX's direct or indirect (other
     than through FRP) ownership interests in IMC-Agrico shall not exceed
     its  ownership  interests  in Agrico LP as of the First  Restatement
     Closing Date) shall be specifically  permitted  hereby  and shall be
     deemed to not be expected to result in a Material Adverse Effect.

          (iv)  Neither FTX nor FRP shall permit its accounting  for IMC-
     Agrico  to  be  other  than as a proportional consolidating interest
     unless  the  Borrowers and  the  Required  Banks  have  agreed  upon
     mutually acceptable amendments to the financial covenants herein.

          (v)  FTX  and  FRP shall, to the full extent of their direct or
     indirect  rights  and approvals  under  the  IMC-Agrico  Partnership
     Agreement,  their direct  or  indirect   membership  on  the  Policy
     Committee for  IMC-Agrico  and otherwise pursuant to their ownership
     interests in IMC-Agrico and IMC-Agrico MP, use their best efforts to
     cause IMC-Agrico to comply (and  shall not approve or consent to any
     non-compliance  by  IMC-Agrico)  with  the  provisions  of  Sections
     5.1(b), 5.1(c), 5.1(d), 5.1(g), 5.1(i), 5.1(j), 5.2(a), 5.2(d) (with
     the  liens  securing  third-party Debt  of  IMC-Agrico  pursuant  to
     Section 5.2(r)(ii)(y) permitted  and  excluding  clauses (ii), (iv),
     (v),  (vi) and (viii) from Section 5.2(d) as applied  to  IMC-Agrico
     pursuant to this Section 5.2(r)(v)) and 5.2(p) as if IMC-Agrico were
     a Restricted  Subsidiary;  provided that, subject to Section 7.1(g),
     (h), (i), (j) and (k), neither FRP nor FTX shall be in Default under
     this Section 5.2(r)(v) if IMC  causes  IMC-Agrico  to fail to comply
     with such Sections and FRP or FTX has not approved or  consented  to
     such non-compliance.

          (vi)   FRP  shall  not  alter  or  modify  the structure of its
     ownership interest in IMC-Agrico unless and until  it  shall deliver
     to  the Agents an opinion of counsel satisfactory to the  Agents  to
     the  effect   that,  after  giving  effect  to  such  alteration  or
     modification, FRP would be able to grant to the Banks a Lien on such
     ownership interest  without  any  requirement to equally and ratably
     secure the FRP Senior Notes (or any  other  Debt)  with  such  Lien;
     provided that nothing herein shall be deemed to require the creation
     of any such Lien in favor of the Banks on such ownership interests.

          (s)  Scope  of  FRP's Business.  FRP shall not materially alter
     the nature of the business  and activities in which it is engaged as
     of the Closing Date.


                            ARTICLE VI

                   Conditions to Credit Events

     SECTION  6.1.  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 FTX and
     FRP 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 2.3;

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

          (iv) the Loans to be made by the  Banks  on  such date, and the
     use   of   the   proceeds  thereof  and  the  security  arrangements
     contemplated hereby shall not result in a violation of Regulation U,
     Regulation G 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,  FTX  shall  have  delivered  to  the  Bank 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   the  Certificate  of  Limited  Partnership,  as
     applicable,  or  to  the   By-laws   or  Partnership  Agreement,  as
     applicable,  of  FTX  or  FRP  since the date  of  the  Certificates
     furnished  by  the  Borrowers  on  the   Funding  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  FTX   or  FRP  or  any  proceeding  to  revoke  the
     Certificate of Incorporation  of  FTX  or to rescind the partnership
     agreement  of  FRP  or  its  respective  corporate   or  partnership
     existence,  which is pending or, to the knowledge of the  Borrowers,
     threatened against or affecting FTX or FRP.

     SECTION 6.2.   Representations and Warranties with Respect to Credit
Events.  Each Credit  Event shall be deemed a representation and warranty
by the Borrowers that the  conditions  precedent  to  such  Credit Event,
unless   otherwise   waived  in  accordance  herewith,  shall  have  been
satisfied.


                           ARTICLE VII

                        Events of Default

     SECTION 7.1.  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; or

          (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; or

          (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 Banks 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; or

          (d) default by FTX or FRP in the due observance or  performance
     of  any  covenant, condition or agreement in Section 5.1(a)(4)  with
     respect to  notices  of  Defaults  or  Events  of Default, 5.1(c) or
     5.1(k) of this Agreement, other than the covenant  to  preserve  and
     maintain  all  of  such  Person's  rights, privileges and franchises
     desirable in the normal conduct of its business; or

          (e) default by the Borrowers or  any  Restricted  Subsidiary in
     the  due  observance  or  performance of any covenant, condition  or
     agreement   in   Section 5.2   of    this   Agreement   other   than
     Section 5.2(k); or

          (f) default by the Borrowers 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 Bank; or

          (g) either Borrower  or any Restricted Subsidiary or IMC-Agrico
     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 such Borrower or such Restricted  Subsidiary or
     IMC-Agrico  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 debt as they
     become due or (vii) take any action for the purpose of effecting any
     of the foregoing; or

          (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 either Borrower or any
     Restricted Subsidiary or IMC-Agrico, or of a substantial part of the
     property  or  assets of either Borrower or any Restricted Subsidiary
     or IMC-Agrico,  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 either Borrower or any Restricted Subsidiary or
     IMC-Agrico or for a substantial  part  of  the  property  of  either
     Borrower  or  any  Restricted  Subsidiary or IMC-Agrico or (iii) the
     winding-up or liquidation of a Borrower or any Restricted Subsidiary
     or  IMC-Agrico;  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; or

          (i) default  shall  be  made  with  respect to (x) the Pennzoil
     Obligations  or  (y)  Hedge Agreements or (z)  any  Debt  of  either
     Borrower or any Restricted Subsidiary or IMC-Agrico 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  either  Borrower  or a
     Restricted  Subsidiary  or  of  IMC-Agrico,  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); or

          (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
     either Borrower and/or any Restricted Subsidiary  and the Borrowers'
     ERISA  Affiliates  in  an aggregate amount exceeding $25,000,000  or
     requires payments exceeding $10,000,000 in any year; or

          (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  either  Borrower  or any Restricted
     Subsidiary or IMC-Agrico 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
     either Borrower or any Restricted Subsidiary  to  enforce  any  such
     judgment; or

          (l) any  security  interest  purported  to be created by either
     Security Agreement shall cease to be, or shall  be  asserted  by the
     Borrowers  or any of their Affiliates not to be, a valid, perfected,
     first priority  security  interest  in  the  securities,  assets  or
     properties  covered thereby, except to the extent that any such loss
     of perfection  or  priority  results  from  the  failure  of the FTX
     Collateral  Agent or the FRP Collateral Agent to maintain possession
     of certificates  representing  securities pledged under the Security
     Agreements  to  the  extent  that  such   pledged   securities   are
     certificated securities; or

          (m) there shall have occurred a Change in Control;

     then,  and  in  any  such event (other than an event with respect to
     either Borrower described in paragraph (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 Banks
     shall,  by written, telecopied, telex or telegraphic notice  to  the
     Borrowers,  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;
     (ii) declare  the  Loans  and  all  other  sums  then  owing  by the
     Borrowers  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 Borrowers 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 each Borrower,  anything  contained  herein  or in any Promissory
     Note to the contrary notwithstanding or (iii) exercise  any  or  all
     the remedies then available under the Security Agreements; provided,
     however,  that  upon  the  occurrence  of  any  event  described  in
     paragraph (g)  or  (h) of this Section 7.1 as to which a Borrower is
     the entity involved,  the  Commitments  will forthwith terminate and
     all  sums  then  owing  by  the  Borrowers  to the  Banks  upon  the
     Promissory   Notes  or  otherwise  hereunder  shall,   without   any
     declaration or  other  action  by  any  Bank  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 each
     Borrower,  anything  contained  herein  or in any Promissory Note or
     other  Loan  Document  to  the  contrary notwithstanding.   Promptly
     following  the making of any such  declaration,  the  Administrative
     Agent shall  give  notice thereof to the Borrowers but failure to do
     so shall not impair the effect of such declaration.


                           ARTICLE VIII

                            The Agents

     SECTION 8.1.  The Agents.   (a)  For  convenience  of administration
and to expedite the transactions contemplated by this Agreement, Chase is
hereby appointed as Administrative Agent, FTX Collateral  Agent  and  FRP
Collateral  Agent  for  the  Banks  under this Agreement and the Security
Agreements, and Chase is hereby appointed  as  the  Documentary Agent for
the Banks under this Agreement.  None of the Agents shall have any duties
or responsibilities with respect hereto except those  expressly set forth
herein  or in the other Loan Documents.  Each Bank, and  each  subsequent
holder  of   any  Promissory  Note  by  its  acceptance  thereof,  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 Banks,
without hereby limiting any implied  authority,  (a) to receive on behalf
of the Banks all payments of principal of and interest  on  the Loans and
all other amounts due to the Banks hereunder, and promptly to  distribute
to  each  Bank its proper share of each payment so received; (b) to  give
notice on behalf  of  the  Banks to the Borrowers 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 Banks; and (c) to  distribute  to each Bank copies of all
notices,  financial  statements  and  other materials  delivered  by  the
Borrowers pursuant to this Agreement as  received  by  the Administrative
Agent.  Without limiting the generality of the foregoing,  the Collateral
Agents  are hereby expressly authorized to execute any and all  documents
(including  releases)  with  respect to the collateral under the Security
Agreements and the rights of the secured parties with respect thereto, as
contemplated by and in accordance  with  the provisions of this Agreement
and the Security Agreements.  Each of the Agent and the Collateral Agents
may exercise any of its duties hereunder by  or  through their respective
agents, officers or employees.  In addition, each Bank hereby irrevocably
authorizes and directs the Collateral Agents to enter,  on behalf of each
of  them, into the FTX Intercreditor Agreement (in the case  of  the  FTX
Collateral  Agent)  and the Security Agreements, as contemplated pursuant
to this Agreement.

     (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
Borrowers 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  Banks  or  the  holders  of the Notes for  the  due
execution, genuineness, validity, enforceability or effectiveness of this
Agreement, the Notes or any other Loan Documents  or other instruments or
agreements.  The Administrative Agent may deem and treat the payee of any
Promissory  Note as the owner thereof for all purposes  hereof  until  it
shall have received  from the payee of such Promissory Note notice, given
as  provided  herein,  of   the   transfer  thereof  in  compliance  with
Section 9.3.  The Agents shall in all cases be fully protected in acting,
or refraining from acting, in accordance with written instructions signed
by  the  Required Banks and, except as  otherwise  specifically  provided
herein, such  instructions  and  any  action or inaction pursuant thereto
shall  be  binding on all the Banks and each  subsequent  holder  of  any
Promissory Note.   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  Borrowers  or  any  other  party on account of the
failure of or delay in performance or breach by any  Bank  of  any of its
obligations  hereunder  or  to  any Bank on account of the failure of  or
delay in performance or breach by  any other Bank or the Borrowers 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 Banks 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 Banks.

     (c)  To the extent that any Agent  shall  not  be  reimbursed by the
Borrowers  for  any  costs,  liabilities  or  expenses incurred  in  such
capacity, each Bank 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 Banks by the Agents, including  counsel  fees  and
compensation of agents and employees paid for services rendered on behalf
of  the  Banks 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  Bank  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 and the
Promissory Notes issued to it, each Agent in its individual  capacity and
not as Agent shall have the same rights and powers as any other  Bank 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  Borrowers 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  Banks  and  the  Borrowers.   Upon  any  such
resignation, the Required  Banks shall have the right to appoint, and the
Borrowers shall have the right  to  approve  (such  approval  not  to  be
unreasonably  withheld  or delayed) a successor Administrative Agent, FTX
Collateral Agent, FRP Collateral  Agent or Documentary Agent, as the case
may  be.  If no successor Agent, FTX  Collateral  Agent,  FRP  Collateral
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 Banks, appoint a successor
Administrative  Agent, FTX Collateral  Agent,  FRP  Collateral  Agent  or
Documentary Agent,  as  the  case  may  be, which shall be a Bank 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 Bank.  Upon the acceptance
of any appointment as Administrative Agent,  FTX  Collateral  Agent,  FRP
Collateral   Agent   or   Documentary  Agent  hereunder  by  a  successor
Administrative  Agent, FTX Collateral  Agent,  FRP  Collateral  Agent  or
Documentary Agent,  as  the  case  may  be, such successor Administrative
Agent, FTX Collateral Agent, FRP Collateral  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,  FTX Collateral Agent,  FRP  Collateral  Agent  or
Documentary Agent, as applicable, the provisions of this Article VIII and
Section 9.4 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, FTX
Collateral  Agent,  FRP  Collateral  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.   In  addition,  the
Administrative Agent shall assist the FTX  Collateral  Agent  and the FRP
Collateral  Agent  in  the performance of its duties as may be reasonably
requested by the FTX Collateral  Agent  or  the FRP Collateral Agent from
time to time.

     (g)  The obligations of the Administrative Agent, the FTX Collateral
Agent,  the  FRP  Collateral  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)  Without the prior written consent of  the  Required  Banks, the
Administrative Agent and the FTX Collateral Agent will not consent to any
modification, supplement or waiver of the FTX Intercreditor Agreement or,
except to the extent required by the FTX Intercreditor Agreement, the FTX
Security Agreement and the FRP Collateral Agent will not consent  to  any
modification, supplement or waiver of the FRP Security Agreement.

     (i)  Each  Bank  acknowledges that it has, independently and without
reliance upon the Agents  or  any  other Bank and based on such documents
and  information  as  it  has deemed appropriate,  made  its  own  credit
analysis and decision to enter  into  this  Agreement.   Each  Bank  also
acknowledges  that  it  will, independently and without reliance upon the
Agents or any other Bank  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 9.1.  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;  provided  that notices by or to FRP may be given
by or to FTX as its general partner, and notices stated to be given by or
to the "Borrowers" may be given by or to FTX on behalf of both Borrowers.
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 9.1 or in  accordance  with  the  latest unrevoked direction
from such party.

     SECTION 9.2.  Survival of Agreement.    All  covenants,  agreements,
representations  and warranties made by the Borrowers 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 Banks and the Agents and shall survive the
making by the Banks  of  the  Loans and the execution and delivery to the
Banks of the Promissory Notes evidencing  such  Loans  regardless  of any
investigation made by the Banks or on their behalf, and shall continue in
full force and effect as long as the principal of or any accrued interest
on  any Note, 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 9.3.   Successors  and  Assigns;  Participation;  Purchasing
Banks.   (a)   This  Agreement  shall  be  binding  upon and inure to the
benefit  of FTX, FRP, the Banks, the Agents, all future  holders  of  the
Promissory  Notes,  and  their  respective successors and assigns, except
that neither FTX nor FRP may assign,  delegate  or  transfer  any  of its
rights  or  obligations  under  this  Agreement without the prior written
consent of each Bank.  Any Bank may at  any  time pledge or assign all or
any portion of its rights under this Agreement  and  the Promissory Notes
issued to it to a Federal Reserve Bank to secure extensions  of credit by
such Federal Reserve Bank to such Bank; provided that no such  pledge  or
assignment  shall release a Bank from any of its obligations hereunder or
substitute any such Federal Reserve Bank for such Bank as a party hereto.

     (b)  Any  Bank  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
Bank, any Promissory Note held by such  Bank, any Commitment of such Bank
or any other interest of such Bank hereunder.   In  the event of any such
sale by a Bank of participating interests to a Participant,  such  Bank's
obligations  under  this Agreement to the other parties to this Agreement
shall remain unchanged, such Bank shall remain solely responsible for the
performance thereof,  such  Bank  shall  remain  the  holder  of any such
Promissory  Note  for all purposes under this Agreement and the Borrowers
and the Agents shall  continue to deal solely and directly with such Bank
in  connection  with  such  Bank's  rights  and  obligations  under  this
Agreement.  The Borrowers  agree  that  if amounts outstanding under this
Agreement and the Promissory Notes 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  and any Promissory Note to the same  extent  as  if  the
amount of its participating  interest were owing directly to it as a Bank
under this Agreement or any Promissory  Note; provided that such right of
setoff shall be subject to the obligation  of  such  Participant to share
with  the Banks, and the Banks agree to share with such  Participant,  as
provided in Section 2.15.  The Borrowers also agree that each Participant
shall be  entitled  to  the  benefits of Sections 2.11, 2.12, 2.13, 2.15,
2.17 and 9.5 with respect to its participation in the Commitments and the
Loans outstanding from time to  time  as if it were a Bank; provided that
no Participant shall be entitled to receive  any greater payment pursuant
to such Sections than the transferor Bank would  have  been  entitled  to
receive in respect of the amount of the participation transferred by such
transferor  Bank 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, changing  or  extending the Commitments or release
of all or substantially all the collateral for the Loans.

     (c)  Any Bank may, in accordance  with applicable law and subject to
Section 9.3(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  and the
Promissory  Notes  held  by it) (I) to any Bank or any Affiliate thereof,
without the Borrowers' 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 Bank") with the consent of the  Administrative
Agent and the Borrowers, such consent not to be unreasonably withheld (it
being understood  that  the  Borrowers  may  withhold  their consent to a
Purchasing  Bank (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 Bank  would  not  be  entitled  to claim as of such date),
pursuant to a Commitment Transfer Supplement in  the  form  of Exhibit D,
executed  by such Purchasing Bank and such transferor Bank (and,  in  the
case of a Purchasing  Bank  that  is  not  then  a  Bank  or an Affiliate
thereof,  by  the Borrowers and the Administrative Agent), and  delivered
for its recording  in  the Register to the Administrative Agent, together
with the Promissory Notes  subject  to  such assignment, the registration
and  processing  fee  required by Section 9.3(e)  and  an  Administrative
Questionnaire for the Purchasing  Bank  if  it  is  not  already  a Bank.
Assignments shall be by novation only and a proportionate interest in the
Loans  and  Commitments  to  both FRP and FTX (and the related Promissory
Notes) must be assigned.  Upon  such  execution,  delivery  and recording
(and,  if  required,  consent  of  the  Borrowers  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 Bank
thereunder  shall (if not already a party hereto) be a party  hereto  and
have the rights  and obligations of a Bank hereunder with a Commitment as
set forth in such  Commitment Transfer Supplement, and (y) the transferor
Bank 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 Bank's rights and obligations under
this Agreement, such transferor  Bank  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 Bank (if not
already  a  party  hereto)  and the resulting  adjustment  of  Applicable
Percentages arising from the purchase by such Purchasing Bank of all or a
portion of the rights and obligations  of such transferor Bank under this
Agreement  and  the  Promissory  Notes.  On  or  prior  to  the  Transfer
Effective  Date  determined  pursuant   to   such   Commitment   Transfer
Supplement,  each Borrower, at its own expense, shall execute and deliver
to the Administrative  Agent  in  exchange for the surrendered Promissory
Note a new Promissory Note to the order  of  such  Purchasing  Bank in an
amount  equal to the Commitment assumed by it pursuant to such Commitment
Transfer   Supplement  (in  the  case  of  FTX,  such  Purchasing  Bank's
Applicable Percentage  of  the  lesser  of  (A)  $150,000,000 and (B) the
portion  of the then effective Total Commitment which  may  be  used  for
borrowings  by FTX) and, if the transferor Bank has retained a Commitment
hereunder, a  new  Promissory Note to the order of the transferor Bank in
an amount equal to the  Commitment  retained by it hereunder (in the case
of FTX, such  transferor Bank's Applicable  Percentage  of  the lesser of
(X)  $150,000,000  and  (Y)  the  portion  of  the  then  effective Total
Commitment which may be used for borrowings by FTX).  Such new Promissory
Notes shall be dated the Closing Date and shall otherwise be  in the form
of   the   Promissory  Notes  replaced  thereby.   The  Promissory  Notes
surrendered   by   the   transferor   Bank   shall  be  returned  by  the
Administrative Agent to the Borrowers marked "canceled".

     (d)  The Administrative Agent, acting solely  for this purpose as an
agent of the Borrowers, 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 Banks and the Commitment of, and principal amount of the
Loans owing to, each Bank 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  Bank  and  a  Purchasing  Bank  (and, in the case of a
Purchasing Bank that is not then a Bank or an affiliate  thereof,  by the
Borrowers  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 Banks and the Borrowers.

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

     (g)   If,  pursuant  to  this  Section 9.3,  any  interest  in  this
Agreement  or any Promissory Note 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  Bank  (x) 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 Bank or Transferee  shall indemnify and hold
harmless the Borrowers and the Administrative Agent  from and against any
tax,  interest,  penalty  or  other  expense that the Borrowers  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 Bank thereunder  and  the Purchasing Bank thereunder shall
be deemed to confirm to and agree with  each  other and the other parties
hereto  as follows:  (i) such transferor Bank 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 Bank 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  Borrowers  or  any  Subsidiary or the performance  or
observance by the Borrowers 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 Bank represents
and warrants that it is legally authorized to enter into  such Commitment
Transfer  Supplement;  (iv) such  Purchasing  Bank 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 5.1
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  Bank will independently  and
without reliance upon the Agents, such transferor  Bank or any other Bank
and based on such documents and information as it shall  deem appropriate
at the time, continue to make its own credit decisions in  taking  or not
taking  action  under  this Agreement; (vi) such Purchasing Bank 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 Bank 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 Bank.

     SECTION 9.4.  Expenses of the  Banks; Indemnity.  (a)  The Borrowers
agree,  jointly  and  severally,  to  pay   all   out-of-pocket  expenses
reasonably incurred by the Agents in connection with  the preparation and
administration of this Agreement, the Promissory Notes 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 Bank 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  or the Promissory Notes issued 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 Bank.   The Borrowers further jointly and severally agree
that they shall indemnify  the  Banks  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,  any  of the
Promissory  Notes  or  any  of  the  other  Loan Documents.  Further, the
Borrowers jointly and severally agree to pay,  and  to protect, indemnify
and  save  harmless  each  Bank, each Agent and each of their  respective
officers, directors, shareholders,  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 Bank or 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 Restructuring) or (ii) the
use  of  the  proceeds  of the Loans; and the Borrowers also jointly  and
severally agree to pay, and  to protect, indemnify and save harmless each
Bank,  each  Agent  and  each of their  respective  officers,  directors,
shareholders, 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
Bank or Agent shall be designated  a party thereto) of any nature arising
from  or  relating  to  any  actual or alleged  presence  or  Release  of
Hazardous Materials on any property  owned or operated by IMC-Agrico, the
Borrowers or any of the Subsidiaries,  or any Environmental Claim related
in any way to IMC-Agrico, the Borrowers  or  the  Subsidiaries or arising
from  or  in  connection  with  the  environmental due diligence  summary
memorandum referred to in paragraph (m)  of Article IV; 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  non  appealable 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  Bank,  Agent or other Person
indemnified or intended to be indemnified pursuant to  this  Section 9.4,
the  Borrowers,  to  the  extent  and  in  the  manner  directed  by such
indemnified party, will resist and defend such action, suit or proceeding
or  cause  the same to be resisted and defended by counsel designated  by
the Borrowers (which counsel shall be satisfactory to such Bank, Agent or
other  Person  indemnified  or  intended  to  be  indemnified).   If  the
Borrowers 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 Borrowers
contained in this Agreement shall be breached, any Bank 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 Bank or  Agent shall be repayable to it by the
Borrowers immediately upon such Bank's or such Agent's demand therefor.

     (b)  The provisions of this Section 9.4  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 or any Promissory Notes, the
invalidity  or  unenforceability   of  any  term  or  provision  of  this
Agreement,  any  other  Loan Document or  any  Promissory  Note,  or  any
investigation made by or on behalf of any Bank or any Agent.  All amounts
due under this Section 9.4 shall be payable on written demand therefor.

     SECTION 9.5.  Right  of  Setoff.   If an Event of Default shall have
occurred and be continuing and the Loans  shall  have been accelerated or
any  Bank shall have requested the Administrative Agent  to  declare  the
Loans immediately due and payable pursuant to Article VII, then each Bank
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 Bank to or for the
credit or the account  of  either  Borrower  against  any  of and all the
obligations  of  such  Borrower  now  or  hereafter  existing under  this
Agreement  and  the Promissory Notes held by such Bank,  irrespective  of
whether or not such  Bank shall have made any demand under this Agreement
or such Promissory Notes  and although such obligations may be unmatured.
Each Bank agrees promptly to  notify  the Borrowers after any such setoff
and application made by such Bank, but  the  failure  to give such notice
shall not affect the validity of such setoff and application.  The rights
of each Bank under this Section 9.5 are in addition to  other  rights and
remedies  (including,  without limitation, other rights of setoff)  which
such Bank may have.

     SECTION 9.6.  APPLICABLE  LAW.   THIS  AGREEMENT  AND THE PROMISSORY
NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED  BY  THE LAWS OF
THE STATE OF NEW YORK.

     SECTION 9.7.  Waivers; Amendments.  (a)  No failure or delay  of any
Bank 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
Banks  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
Promissory Note or any other such document or agreement or consent to any
departure  by  any  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 any
Borrower in  any case shall entitle such Borrower to any other or further
notice or demand  in  similar or other circumstances.  Each holder of any
of the Promissory Notes  shall  be  bound by any amendment, modification,
waiver or consent authorized as provided  herein,  whether  or  not  such
Promissory  Note  shall  have  been  marked  to  indicate such amendment,
modification, waiver or consent.

     (b)   This  Agreement  and  the Security Agreements  (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 Borrowers and  the  Required  Banks;  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 2.7(b), which  may  be  amended  by  the  Required  Banks) of any
principal  of  or  interest  on, any Promissory Note (including,  without
limitation, any such payment pursuant  to Section 2.7(c) or paragraph (a)
or (b) of Section 2.9), or waive or excuse  any  such payment or any part
thereof, or change the rate of interest on any Promissory  Note,  without
the  written  consent  of  each  holder  affected thereby, (ii) change or
extend the Commitment of any Bank without  the  written  consent  of such
Bank,  or  change  any  fees  to  be  paid to any Bank or Agent hereunder
without the written consent of such Bank  or  the  Agent,  as applicable,
(iii) amend  or  modify  the provisions of this Section 9.7, Sections 2.8
through  2.15 or Section 9.4  or  the  definition  of  "Required  Banks",
without the  written  consent of each Bank or (iv) release the collateral
granted as security under  the  Security  Agreements (except as expressly
required hereby or thereby), without the written  consent  of  each Bank;
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.  Each Bank and holder  of  any  Promissory
Note shall be bound by any modification or amendment authorized  by  this
Section 9.7 regardless of whether its Promissory Notes shall be marked to
make  reference  thereto,  and  any  consent  by  any Bank or holder of a
Promissory  Note  pursuant  to  this  Section  shall  bind   any   Person
subsequently  acquiring  a  Promissory  Note from it, whether or not such
Promissory Note shall be so marked.

     SECTION 9.8.  Severability.  In the  event  any  one  or more of the
provisions contained in this Agreement or in the Promissory  Notes 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 9.9.  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 Borrowers.

     SECTION 9.10.  Headings.  Article and Section headings and the Table
of Contents used 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 Borrowers  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  Bank  has  represented,  expressly or otherwise, that
such  Bank 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 or in the Promissory  Notes  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  Bank,  shall exceed the
maximum  lawful  rate  (the "Maximum Rate") which may be contracted  for,
charged, taken, received  or  reserved  by  such  Bank in accordance with
applicable law, the rate of interest in respect of such Loan hereunder or
payable under the Promissory Note held by such Bank,  together  with  all
Charges  payable  to such Bank, 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  Bank  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
Bank.

     SECTION   9.14.   JURISDICTION;  CONSENT  TO  SERVICE  OF   PROCESS.
(A)  EACH 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 BANK 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)  EACH 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 9.1.  NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY  TO  THIS  AGREEMENT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     SECTION  9.15.  Confidentiality.  Each Bank agrees (which  agreement
shall  survive  the   termination   of  this  Agreement)  that  financial
information,  information  from the Borrowers'  and  their  Subsidiaries'
books  and  records, information  concerning  the  Borrowers'  and  their
Subsidiaries'  trade  secrets  and  patents  and  any  other  information
received  from  the  Borrowers and their Subsidiaries hereunder shall  be
treated as confidential  by  such  Bank,  and each Bank 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
Bank 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  a
     Borrower;

          (ii)  disclosure  of information (other than that received from
     the  Borrowers  and  their  Subsidiaries  prior  to  or  under  this
     Agreement) already known  by,  or  in  the  possession of, such Bank
     without  restrictions on the disclosure thereof  at  the  time  such
     information   is  supplied  to  such  Bank  by  a  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 in connection with the transaction  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 Bank 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 INC.,

                                       by
                                          /s/ R. Foster Duncan 
                                          ------------------------------
                                          Name:  R. Foster Duncan
                                          Title: Vice President and Treasurer

                                          1615 Poydras Street
                                          New Orleans, Louisiana 70112

                                          Attention:  R. Foster Duncan
                                                      Treasurer

                                          Telex:  8109515386
                                          Telephone:  504-582-4628
                                          Telecopy:   504-582-4511

<PAGE>

                                       FREEPORT-McMoRan RESOURCE PARTNERS,
                                         LIMITED PARTNERSHIP,

                                       by FREEPORT McMoRan Inc.,
                                          its Administrative Managing
                                          General Partner,

                                       by
                                          /s/ R. Foster Duncan
                                          -----------------------------     
                                          Name:  R. Foster Duncan
                                          Title: Vice President and Treasurer

                                          1615 Poydras Street
                                          New Orleans, Louisiana 70112

                                          Attention:  R. Foster Duncan
                                                      Treasurer

                                          Telex:  8109515386
                                          Telephone:  504-582-4628
                                          Telecopy:   504-582-4511

<PAGE>

                                       THE CHASE MANHATTAN BANK (successor
                                       by merger to Chemical Bank and  The
                                       Chase   Manhattan  Bank  ( National
                                       Association)), individually and  as
                                       Administrative Agent, FTX Collateral
                                       Agent, FRP Collateral Agent, and
                                       Documentary Agent,

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

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       One Chase Manhattan Plaza (5th Floor)
                                       New York, NY 10081

                                       Attention:  James H. Ramage
                                                   Vice President

                                       Telephone:  212-552-7784
                                       Telecopy:   212-552-5555
 

                                       ADDRESS FOR NOTICES:

                                       Argent Bank Services
                                       140 East 45th Street
                                       New York, New York  10017

                                       Attention:  Hilma Gabbidon

                                       Telephone:  212-622-0693
                                       Telex: 353006 ABSCNYK
                                       Telecopy:   212-622-0002


<PAGE>

                                       ABN AMRO Bank N.V., Houston Agency

                                       by  ABN AMRO North America, Inc.,
                                           as agent

                                       by
                                          /s/ H. Gene Shiels
                                          -----------------------------
                                          Name:  H. Gene Shiels
                                          Title: Vice President and Director

                                       by
                                          /s/ Michael N. Oakes
                                          -----------------------------
                                          Name:  Michael N. Oakes
                                          Title: Vice President and Director

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       Three Riverway, Suite 1700
                                       Houston, TX  77056

                                       Attention:  Mr. Gene Shiels

                                       Telephone:  713-964-3326
                                       Telecopy:   713-621-5801

                                       ADDRESS FOR NOTICES:

                                       Three Riverway, Suite 1700
                                       Houston, TX  77056

                                       Attention:  Mr. Gene Shiels

                                       Telephone:  713-964-3326
                                       Telecopy:   713-621-5801


<PAGE>

                                       BARCLAYS BANK PLC,

                                       by
                                          /s/ Monica M. Bonar
                                          -----------------------------
                                          Name:  Monica M. Bonar
                                          Title: Associate Director

                                       DOMESTIC OFFICE AND LIBOR OFFICE

                                       222 Broadway
                                       New York, NY 10038

                                       Attention:  Ms. Carol A. Cowan

                                       Telephone:  212-412-2956
                                       Telecopy:   212-412-7589

                                       ADDRESS FOR NOTICES:

                                       222 Broadway
                                       New York, NY 10038

                                       Attention:  Ms. Carol A. Cowan

                                       Telephone:  212-412-2956
                                       Telecopy:   212-412-7589


<PAGE>

                                       THE FUJI BANK, LIMITED, HOUSTON AGENCY,

                                       by
                                          /s/ Yoshiaki Inoue
                                          ------------------------------
                                          Name:  Yoshiaki Inoue
                                          Title: Vice President and Manager

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       1221 McKinney Street, Suite 4100
                                       Houston, TX  77010

                                       Attention:  Mr. Charles vanRavenswaay

                                       Telephone:     713-759-1800
                                       Telecopy:      713-759-0048

                                       ADDRESS FOR NOTICES:

                                       1221 McKinney Street, Suite 4100
                                       Houston, TX  77010

                                       Attention:  Mr. Charles vanRavenswaay

                                       Telephone:     713-759-1800
                                       Telecopy:      713-759-0048


<PAGE>

                                       NATIONAL WESTMINSTER BANK PLC,

                                       by
                                          /s/ Ian M. Plester
                                          ------------------------------
                                          Name:  Ian M. Plester
                                          Title: Vice President

                                       NATIONAL WESTMINSTER BANK PLC
                                       (NASSAU BRANCH),

                                       by
                                          /s/ Ian M. Plester
                                          ------------------------------
                                          Name:  Ian M. Plester
                                          Title: Vice President

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       175 Water Street
                                       New York, NY 10038-4924

                                       Attention:  Ms. Donna Weiss

                                       Telephone:     212-602-4317
                                       Telecopy:      212-602-4118

                                       ADDRESS FOR NOTICES:

                                       175 Water Street
                                       New York, NY  10038-4924

                                       Attention:  Mr. Ian Plester

                                       Telephone:     212-602-4332
                                       Telecopy:      212-602-4500


<PAGE>

                                       THE LONG-TERM CREDIT BANK OF JAPAN,
                                       LIMITED,

                                       by
                                          /s/ Satoru Otsubo
                                          ------------------------------
                                          Name:  Satoru Otsubo
                                          Title: Joint General Manager

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       165 Broadway
                                       New York, NY 10006

                                       Attention:  Mr. Robert Pacifici

                                       Telephone:     212-335-4801
                                       Telecopy:      212-608-3452

                                       ADDRESS FOR NOTICES:

                                       165 Broadway
                                       New York, NY 10006

                                       Attention:  Robert Pacifici

                                       Telephone:     212-335-4801
                                       Telecopy:      212-608-3452

                                       cc:  2200 Ross Avenue
                                            Suite 4700 West
                                            Dallas, Texas  75201

                                       Attention:     Mr. Doug A. Whiddon
                                       Telephone:     214-969-5352
                                       Telecopy:      214-969-5357


<PAGE>

                                       MELLON BANK

                                       by
                                          /s/ A. J. Sabatelle
                                          ------------------------------
                                          Name:  A. J. Sabatelle
                                          Title: First Vice President

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       Three Mellon Bank Center, Room 2304
                                       Pittsburgh, PA 15259

                                       Attention:  Mr. Andrew Plonsky

                                       Telephone:     412-234-5767
                                       Telecopy:      412-236-2027

                                       ADDRESS FOR NOTICES:

                                       Three Mellon Bank Center, Room 2304
                                       Pittsburgh, PA 15259

                                       Attention:  Mr. Andrew Plonsky

                                       Telephone:     412-234-5767
                                       Telecopy:      412-236-2027


<PAGE>

                                       THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                       NEW YORK BRANCH

                                       by
                                          /s/ Akijiro Yoshino
                                          ------------------------------
                                          Name:   Akijiro Yoshino
                                          Title:  Executive Vice President
                                                  Houston Office

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       245 Park Avenue, 23rd Floor
                                       New York, NY 10167-0037

                                       Attention:  Mr. Atsushi Kwai
                                                   Credit Admin. Dept.
                                       Telephone:  212-309-6521
                                       Telecopy:   212-949-0134

                                       ADDRESS FOR NOTICES:

                                       245 Park Avenue, 23rd Floor
                                       New York, NY 10167-0037

                                       Attention:  Mr. Atsushi Kwai
                                                   Credit Admin. Dept.
                                       Telephone:  212-309-6521
                                       Telecopy:   212-949-0134

                                       COPY OF NOTICES:

                                       Three Allen Center #4850
                                       333 Clay Street
                                       Houston, TX 77002

                                       Attention:  Mr. David Fox
                                       Telephone:  713-651-9444 (Ext. 102)
                                       Telecopy:   713-751-9209


<PAGE>

                                       THE BANK OF NOVA SCOTIA,

                                       by
                                          /s/ A. S. Norsworthy
                                          ------------------------------
                                          Name:  A. S. Norsworthy
                                          Title: Sr. Team Leader - Loan
                                                 Operations

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

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

                                       Attention:     Mr. Claude Ashby

                                       Telephone:     404-877-1500
                                       Telecopy:      404-888-8998

                                       ADDRESS FOR NOTICES:

                                       1100 Louisiana, Suite 3000
                                       Houston, TX 77002

                                       Attention:     Mr. Paul Gonin

                                       Telephone:     713-752-0900
                                       Telecopy:      713-752-2425


<PAGE>

                                       BANK OF AMERICA ILLINOIS,

                                       by
                                          /s/ Robert W. Bolt
                                          ------------------------------
                                          Name:  Robert W. Bolt
                                          Title: Vice President

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       231 S. LaSalle Street, 10th Floor
                                       Chicago, IL  60697

                                       Attention:  Mr. Thomas Pearson

                                       Telephone:     312-828-3100
                                       Telecopy:      312-987-5614

                                       ADDRESS FOR NOTICES:

                                       213 S. LaSalle Street, 10th Floor
                                       Chicago, IL  60697

                                       Attention:  Mr. Thomas Pearson

                                       Telephone:     312-828-3100
                                       Telecopy:      312-987-5614


<PAGE>

                                       BANK OF MONTREAL,

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

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       430 Park Avenue
                                       New York, NY  10022

                                       Attention:  Mr. Michael P. Sassos

                                       Telephone:     212-605-1645
                                       Telecopy:      212-605-1451

                                       ADDRESS FOR NOTICES:

                                       430 Park Avenue
                                       New York, NY  10022

                                       Attention:  Mr. Michael P. Sassos

                                       Telephone:     212-605-1645
                                       Telecopy:      212-605-1451


<PAGE>

                                       CIBC INC.,

                                       by
                                          /s/ Aleksandra K. Dymanus
                                          ------------------------------
                                          Name:  Aleksandra K. Dymanus
                                          Title: Authorized Signatory

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       2727 Paces Ferry Road
                                       Suite 1200, 2 Paces West
                                       Atlanta, GA  30339

                                       Attention:  Ms. Adrienne Burch

                                       Telephone:     770-319-4835
                                       Telecopy:      770-319-4950

                                       ADDRESS FOR NOTICES:

                                       2727 Paces Ferry Road
                                       Suite 1200, 2 Paces West
                                       Atlanta, GA  30339

                                       Attention:  Ms. Adrienne Burch

                                       Telephone:     770-319-4835
                                       Telecopy:      770-319-4950


<PAGE>

                                       CoBANK, ACB,

                                       by
                                          /s/ Mary K. McBride
                                          ------------------------------
                                          Name:  Mary K. McBride
                                          Title: Senior Vice President

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       5500 South Quebec Street
                                       Greenwood Village, CO 80111

                                       Attention:  Mr. James Papai

                                       Telephone:     303-740-4312
                                       Telecopy:      303-694-5830

                                       ADDRESS FOR NOTICES:

                                       500 South Quebec Street
                                       Greenwood Village, CO 80111

                                       Attention:  Mr. James Papai

                                       Telephone:     303-740-4312
                                       Telecopy:      303-694-5830


<PAGE>

                                       COOPERATIEVE CENTRALE RAIFFEISEN
                                       -BOERENLEENBANK B.A. RABOBANK
                                       NEDERLAND, NEW YORK BRANCH,

                                       by
                                          /s/ J. Scott Taylor
                                          ------------------------------
                                          Name:  J. Scott Taylor
                                          Title: Vice President

                                       by
                                          /s/ W. Jeffrey Vollack
                                          ------------------------------
                                          Name:  W. Jeffrey Vollack
                                          Title: Vice President, Manager

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       Corporate Services
                                       245 Park Avenue
                                       New York, NY  10167

                                       Attention:  Ms. Brenda Lyew

                                       Telephone:     212-916-7928
                                       Telecopy:      212-916-7930

                                       ADDRESS FOR NOTICES:

                                       13355 Noel Road, Suite 1000, LB 69
                                       Dallas, TX  75240-6645

                                       Attention:  Mr. J. Scott Taylor

                                       Telephone:     912-419-5274
                                       Telecopy:      912-419-6315


<PAGE>

                                       SOCIETE GENERALE, SOUTHWEST AGENCY,

                                       by
                                          /s/ Elizabeth W. Hunter
                                          ------------------------------
                                          Name:  Elizabeth W. Hunter
                                          Title: Vice President

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       2001 Ross Avenue
                                       Trammell Crow Center, Suite 4800
                                       Dallas, TX  75201

                                       Attention:  Ms. Tequlla English

                                       Telephone:     214-979-2777
                                       Telecopy:      214-979-1104

                                       ADDRESS FOR NOTICES:

                                       1111 Bagby, Suite 2020
                                       Houston, TX  77002

                                       Attention:  Elizabeth W. Hunter

                                       Telephone:     713-759-6330
                                       Telecopy:      713-650-0824


<PAGE>

                                       THE FIRST NATIONAL BANK OF CHICAGO,

                                       by
                                          /s/ George R. Schanz
                                          ------------------------------
                                          Name:  George R. Schanz
                                          Title: Vice President

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       One First National Plaza
                                       Mail Suite 0363-1-10
                                       Chicago, IL  60670

                                       Attention:  Mr. George Schanz

                                       Telephone:     312-732-1214
                                       Telecopy:      312-732-3055

                                       ADDRESS FOR NOTICES:

                                       One First National Plaza
                                       Mail Suite 0363-1-10
                                       Chicago, IL  60670

                                       Attention:  Mr. George Schanz

                                       Telephone:     312-732-1214
                                       Telecopy:      312-732-3055


<PAGE>

                                       HIBERNIA NATIONAL BANK,

                                       by
                                          /s/ Steven D. Nance
                                          ------------------------------
                                          Name:  Steven D. Nance
                                          Title: Banking Officer


                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       313 Carondelet Street
                                       New Orleans, LA  70130

                                       Attention:  Mr. Steven Nance

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


                                       ADDRESS FOR NOTICES:

                                       313 Carondelet Street
                                       New Orleans, LA  70130

                                       Attention:  Mr. Steven Nance

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


<PAGE>

                                       NATIONAL BANK OF CANADA,

                                       by
                                          /s/ Larry L. Sears
                                          ------------------------------
                                          Name:  Larry L. Sears
                                          Title: Group Vice President

                                       by
                                          /s/ William Handly
                                          ------------------------------
                                          Name:  William Handly
                                          Title: Vice President

                                       
                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       125 West 55th Street
                                       New York, New York 10019-5366

                                       Attention:  Ms. Christina Tang

                                       Telephone:     212-632-8566
                                       Telecopy:      212-632-8736


                                       ADDRESS FOR NOTICES:

                                       2121 San Jacinto, Suite 1850
                                       Dallas, Texas  75201

                                       Attention:     Mr. Larry L. Sears

                                       Telephone:     214-871-1208
                                       Telecopy:      214-871-2015


<PAGE>

                                       COMMERZBANK Aktiengesellschaft,
                                       Atlanta Agency,

                                       by
                                          /s/ Andreas Bremer
                                          ------------------------------
                                          Name:  Andreas Bremer
                                          Title: SVP and Manager

                                       by
                                          /s/ Mark Wortmann
                                          ------------------------------
                                          Name:  Mark Wortmann
                                          Title: Assistant Vice President


                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       Promenade 2, Suite 3500
                                       1230 Peachtreet Street, N.E.
                                       Atlanta, GA  30309

                                       Attention:  Mr. Harry Yergey

                                       Telephone:     404-888-6533
                                       Telecopy:      404-888-6539

                                       ADDRESS FOR NOTICES:

                                       Promenade 2, Suite 3500
                                       1230 Peachtreet Street, N.E.
                                       Atlanta, GA  30309

                                       Attention:  Mr. Harry Yergey

                                       Telephone:     404-888-6533
                                       Telecopy:      404-888-6539


<PAGE>

                                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                       Houston Agency

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


                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       1100 Louisiana Street, Suite 2800
                                       Houston, TX  77002-5216

                                       Attention:  Mr. David Denbina

                                       Telephone:     713-655-3805
                                       Telecopy:      713-658-0116

                                       ADDRESS FOR NOTICES:

                                       1100 Louisiana Street, Suite 2800
                                       Houston, TX  77002-5216

                                       Attention:  Ms. Barrie Hogue

                                       Telephone:     713-655-3845
                                       Telecopy:      713-658-0116


<PAGE>

                                       CHRISTIANIA BANK,

                                       by
                                          /s/ William S. Phillips
                                          ------------------------------
                                          Name:  William S. Phillips
                                          Title: Vice President

                                       by
                                          /s/ Peter M. Dodge
                                          ------------------------------
                                          Name:  Peter M. Dodge
                                          Title: First Vice President

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       11 West 42nd Street, 17th Floor
                                       New York, NY 10036

                                       Attention:  Mr. Jahn Roising

                                       Telephone:     212-827-4837
                                       Telecopy:      212-827-4888

                                       ADDRESS FOR NOTICES:

                                       11 West 42nd Street, 17th Floor
                                       New York, NY 10036

                                       Attention:  Mr. Jahn Roising

                                       Telephone:     212-827-4837
                                       Telecopy:      212-827-4888


<PAGE>

                                       WESTDEUTSCHE LANDESBANK GIROZENTRALE,

                                       by
                                          /s/ Richard R. Newman
                                          ------------------------------
                                          Name:  Richard R. Newman
                                          Title: Vice President

                                       by
                                          /s/ Michael F. McWalters
                                          ------------------------------
                                          Name:  Michael F. McWalters
                                          Title: Managing Director

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       1211 Avenue of the Americas
                                       New York, New York 10036

                                       Attention:     Mr. Richard Newman

                                       Telephone:     212-852-6120
                                       Telecopy:      212-852-6307

                                       ADDRESS FOR NOTICES:

                                       1211 Avenue of the Americas
                                       New York, New York 10036

                                       Attention:     Mr. Richard Newman

                                       Telephone:     212-852-6120
                                       Telecopy:      212-852-6307


<PAGE>

                                       FIRST NATIONAL BANK OF COMMERCE,

                                       by
                                          /s/ J. Charles Freel, Jr.
                                          ------------------------------
                                          Name:  J. Charles Freel, Jr.
                                          Title: Vice President


                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       210 Baronne Street
                                       New Orleans, LA  70112

                                       Attention:  Mr. Joshua C. Cummings

                                       Telephone:     504-561-1361
                                       Telecopy:      504-561-1316

                                       ADDRESS FOR NOTICES:

                                       210 Baronne Street
                                       New Orleans, LA  70112

                                       Attention:  Mr. Joshua C. Cummings

                                       Telephone:     504-561-1361
                                       Telecopy:      504-561-13161100


<PAGE>

                                       BANK AUSTRIA AKTIENGESELLSCHAFT

                                       by
                                          /s/ J. Anthony Seay
                                          ------------------------------
                                          Name:  J. Anthony Seay
                                          Title: Vice President

                                       by
                                          /s/ Paul Deerin
                                          ------------------------------
                                          Name:  Paul Deerin
                                          Title: Vice President

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       565 Fifth Avenue
                                       New York, NY  10017

                                       Attention:     Mr. Paul Deerin

                                       Telephone:     212-880-1033
                                       Telecopy:      212-880-1040

                                       ADDRESS FOR NOTICES:

                                       565 Fifth Avenue
                                       New York, NY  10017

                                       Attention:     Mr. Paul Deerin

                                       Telephone:     212-880-1033
                                       Telecopy:      212-880-1040


<PAGE>

                                       BANK OF SCOTLAND,

                                       by
                                          /s/ Elizabeth Wilson
                                          ------------------------------
                                          Name:  Elizabeth Wilson
                                          Title: Vice President and Branch
                                                 Manager

                                       DOMESTIC OFFICE AND LIBOR OFFICE:

                                       565 Fifth Avenue
                                       New York, NY  10017

                                       Attention:     Ms. Janet Taffe

                                       Telephone:     212-450-0852
                                       Telecopy:      212-557-9460

                                       ADDRESS FOR NOTICES:

                                       565 Fifth Avenue
                                       New York, NY  10017

                                       Attention:     Ms. Janet Taffe

                                       Telephone:     212-450-0852
                                       Telecopy:      212-557-9460

                                       1750 Two Allen Center
                                       Houston, TX 77002-4312

                                       Attention:     Mr. Russell Parker

                                       Telephone:     713-651-1870
                                       Telecopy:      713-651-9714


<PAGE>

                                                             SCHEDULE I

      
                     APPLICABLE MARGIN FOR LOANS
                         AND COMMITMENT FEES


FRP
---

                      Libor           ABR            Fee
Ratings              Spread         Spread       Percentage
-----------------    ------         ------       ----------
BBB/Baa2 or above    0.500%         0.000%         0.175%

BBB-/Baa3            0.625%         0.000%         0.200%

BB+/Ba1              0.875%         0.000%         0.300%

BB/Ba2               1.250%         0.250%         0.375%

BB-/Ba3 or below     1.500%         0.500%         0.500%

 

FTX
---
                      Libor          ABR            Fee
Ratings              Spread         Spread       Percentage
-----------------    ------         ------       ----------
BBB/Baa2 or above    0.625%         0.000%         0.175%

BBB-/Baa3            0.750%         0.000%         0.200%

BB+/Ba1              1.125%         0.125%         0.300%

BB/Ba2               1.500%         0.500%         0.375%

BB-/Ba3 or below     1.750%         0.750%         0.500%


<PAGE>    
                                                             SCHEDULE II
                                                             
                                           Applicable       
          Bank                             Percentage         Commitment
          ----                             ----------         ----------
                                         
THE CHASE MANHATTAN BANK                      6.429          $ 22,500,000

BANK OF AMERICA ILLINOIS                      5.071          $ 17,750,000

BANK OF MONTREAL                              5.071          $ 17,750,000

BANK OF TOKYO-MITSUBISHI, LTD.,               5.071          $ 17,750,000

HOUSTON AGENCY

CoBANK, ACB                                   5.071          $ 17,750,000

COOPERATIVE CENTRALE RAIFFEISEN-              5.071          $ 17,750,000
BOERENLEENBANK B.A. RABOBANK
NEDERLAND, NEW YORK BRANCH

THE FUJI BANK, LIMITED, HOUSTON AGENCY        5.071          $ 17,750,000

MELLON BANK                                   5.071          $ 17,750,000

ABN AMRO BANK                                 4.000          $ 14,000,000

THE BANK OF NOVA SCOTIA                       4.000          $ 14,000,000

BARCLAYS BANK PLC                             4.000          $ 14,000,000

CIBC, INC.                                    4.000          $ 14,000,000

INDUSTRIAL BANK OF JAPAN, LIMITED             4.000          $ 14,000,000

THE LONG TERM CREDIT BANK OF JAPAN,           4.000          $ 14,000,000
LIMITED

NATIONAL WESTMINSTER BANK, PLC                4.000          $ 14,000,000

THE FIRST NATIONAL BANK OF CHICAGO            3.643          $ 12,750,000

HIBERNIA NATIONAL BANK                        3.643          $ 12,750,000

NATIONAL BANK OF CANADA                       3.643          $ 12,750,000

SOCIETE GENERALE, SOUTHWEST AGENCY            3.643          $ 12,750,000

WESTDEUTSCHE LANDESBANK GIROZENTRALE          3.643          $ 12,750,000

BANK AUSTRIA                                  2.429          $  8,500,000

COMMERZBANK AKTIENGESELLSCHAFT                2.429          $  8,500,000
ATLANTA AGENCY

CHRISTIANIA BANK                              2.429          $  8,500,000

FIRST NATIONAL BANK OF COMMERCE               2.429          $  8,500,000

BANK OF SCOTLAND                              2.143          $  7,500,000
                                            -------         -------------
                TOTAL:                      100.000         $ 350,000,000


<PAGE>

                                                           SCHEDULE VII

      
                      List of FM Properties Debt
                              other than
                       the FM Credit Agreement
      

                                                      ($000's)
                                                      --------
Amended and Restated Note Agreement among FM
   Properties Operating Co., Freeport-McMoRan
   Inc., Burke Oil Co., Chanier Oil Company,
   Inc., Burke and Pel-Tex Oil Company, Inc.,
   d/b/a Burmont Company, Earl P. Burke, Jr.,
   Fay Stouder Burke (as Sellers) originally           $68,000
   dated 12/31/85, Amended and Restated 6/11/92,
   as the same may be amended or replaced from
   time to time
Credit Agreement dated as of February 6, 1992,
   by and between Circle C Land Corp. as the
   Borrower and Texas Commerce Bank National           $40,811
   Association as the Bank, as the same may be        --------
   amended or replaced from time to time
   
Total                                                 $108,811
                                                      ========