<PAGE>


                                                                  Execution Copy

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

                                IMC GLOBAL INC.,

                           THE GUARANTORS named herein

                                       and

                        THE BANK OF NEW YORK, as Trustee

                                   ----------

                                    INDENTURE

                            Dated as of May 17, 2001

                                   ----------

                          11.250% Senior Notes Due 2011

================================================================================
<PAGE>

                              CROSS-REFERENCE TABLE

  TIA                                                    Indenture
Section                                                   Section
-------                                                  ---------

310 (a)(1).........................................      7.10
    (a)(2).........................................      7.10
    (a)(3).........................................      N.A.
    (a)(4).........................................      N.A.
    (a)(5).........................................      N.A.
    (b)............................................      7.08; 7.10; 11.02
    (b)(1).........................................      7.10
    (c)............................................      N.A.
311 (a)............................................      7.11
    (b)............................................      7.11
    (c)............................................      N.A.
312 (a)............................................      2.06
    (b)............................................      11.03
    (c)............................................      11.03
313 (a)............................................      7.06
    (b)(1).........................................      N.A.
    (b)(2).........................................      7.06
    (c)............................................      7.06; 11.02
    (d)............................................      7.06
314 (a)............................................      4.06; 4.17; 11.02
    (b)............................................      N.A.
    (c)(1).........................................      11.04
    (c)(2).........................................      11.04
    (c)(3).........................................      N.A.
    (d)............................................      N.A.
    (e)............................................      11.05
    (f)............................................      N.A.
315 (a)............................................      7.01(b)
    (b)............................................      7.05; 11.02
    (c)............................................      7.01(a)
    (d)............................................      7.01(c)
    (e)............................................      6.12
316 (a) (last sentence)............................      2.10
    (a)(1)(A)......................................      6.05
    (a)(1)(B)......................................      6.04
    (a)(2).........................................      N.A.
    (b)............................................      6.08
    (c)............................................      8.04
317 (a)(1).........................................      6.09
    (a)(2).........................................      6.10
    (b)............................................      2.05; 7.12
318 (a)............................................      11.01

----------
N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture
<PAGE>

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.    Definitions...............................................1
SECTION 1.02.    Incorporation by Reference of Trust Indenture Act........32
SECTION 1.03.    Rules of Construction....................................32

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.    Amount of Notes..........................................33
SECTION 2.02.    Form and Dating..........................................33
SECTION 2.03.    Execution and Authentication.............................34
SECTION 2.04.    Registrar and Paying Agent...............................35
SECTION 2.05.    Paying Agent To Hold Money in Trust......................35
SECTION 2.06.    Noteholder Lists.........................................36
SECTION 2.07.    Transfer and Exchange....................................36
SECTION 2.08.    Replacement Notes........................................37
SECTION 2.09.    Outstanding Notes........................................37
SECTION 2.10.    Treasury Notes...........................................38
SECTION 2.11.    Temporary Notes..........................................38
SECTION 2.12.    Cancellation.............................................38
SECTION 2.13.    Defaulted Interest.......................................39
SECTION 2.14.    CUSIP Number.............................................39
SECTION 2.15.    Deposit of Moneys........................................39
SECTION 2.16.    Book-Entry Provisions for Global Notes...................40
SECTION 2.17.    Special Transfer Provisions..............................42
SECTION 2.18.    Computation of Interest..................................44

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.    Election To Redeem; Notices to Trustee...................44
SECTION 3.02.    Selection by Trustee of Notes To Be Redeemed.............45
SECTION 3.03.    Notice of Redemption.....................................45
SECTION 3.04.    Effect of Notice of Redemption...........................46


                                      -i-
<PAGE>

                                                                        Page
                                                                        ----

SECTION 3.05.    Deposit of Redemption Price..............................46
SECTION 3.06.    Notes Redeemed in Part...................................47

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.    Payment of Notes.........................................47
SECTION 4.02.    Maintenance of Office or Agency..........................47
SECTION 4.03.    Legal Existence..........................................48
SECTION 4.04.    [Intentionally Omitted]..................................48
SECTION 4.05.    Waiver of Stay, Extension or Usury Laws..................48
SECTION 4.06.    Compliance Certificate...................................49
SECTION 4.07.    [Intentionally Omitted]..................................49
SECTION 4.08.    Limitation on Incurrence of Additional Indebtedness......49
SECTION 4.09.    Limitation on Restricted Payments........................50
SECTION 4.10.    Limitation on Asset Sales................................53
SECTION 4.11.    Limitation on Dividend and Other Payment Restrictions
                   Affecting Subsidiaries.................................58
SECTION 4.12.    Limitation on Transactions with Affiliates...............60
SECTION 4.13.    Limitation on Designations of Unrestricted Subsidiaries..62
SECTION 4.14.    Conduct of Business......................................63
SECTION 4.15.    Limitations on Liens and Sale and Leaseback Transactions.63
SECTION 4.16.    Limitation on Guarantees by Restricted Subsidiaries......64
SECTION 4.17.    Reports to Holders.......................................64
SECTION 4.18.    Repurchase at the Option of Holders upon Change of
                   Control................................................65
SECTION 4.19.    Termination of Certain Covenants in Event of Investment
                   Grade Rating...........................................67

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.    Merger, Consolidation and Sale of Assets.................68
SECTION 5.02.    Successor Person Substituted.............................69


                                      -ii-
<PAGE>

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

                                                                        Page
                                                                        ----

SECTION 6.01.    Events of Default........................................70
SECTION 6.02.    Acceleration of Maturity; Rescission.....................72
SECTION 6.03.    Other Remedies...........................................73
SECTION 6.04.    Waiver of Past Defaults and Events of Default............73
SECTION 6.05.    Control by Majority......................................74
SECTION 6.06.    Limitation on Suits......................................74
SECTION 6.07.    No Personal Liability of Directors, Officers, Employees and
                   Stockholders...........................................74
SECTION 6.08.    Rights of Holders To Receive Payment.....................75
SECTION 6.09.    Collection Suit by Trustee...............................75
SECTION 6.10.    Trustee May File Proofs of Claim.........................75
SECTION 6.11.    Priorities...............................................76
SECTION 6.12.    Undertaking for Costs....................................76

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.    Duties of Trustee........................................77
SECTION 7.02.    Rights of Trustee........................................78
SECTION 7.03.    Individual Rights of Trustee.............................79
SECTION 7.04.    Trustee's Disclaimer.....................................79
SECTION 7.05.    Notice of Defaults.......................................80
SECTION 7.06.    Reports by Trustee to Holders............................80
SECTION 7.07.    Compensation and Indemnity...............................80
SECTION 7.08.    Replacement of Trustee...................................82
SECTION 7.09.    Successor Trustee by Consolidation, Merger, etc..........83
SECTION 7.10.    Eligibility; Disqualification............................83
SECTION 7.11.    Preferential Collection of Claims Against Company........83
SECTION 7.12.    Paying Agents............................................83

                                  ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01.    Without Consent of Noteholders...........................84
SECTION 8.02.    With Consent of Noteholders..............................84


                                     -iii-
<PAGE>

                                                                        Page
                                                                        ----

SECTION 8.03.    Compliance with Trust Indenture Act......................86
SECTION 8.04.    Revocation and Effect of Consents........................86
SECTION 8.05.    Notation on or Exchange of Notes.........................87
SECTION 8.06.    Trustee To Sign Amendments, etc..........................87

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.    Discharge of Indenture...................................87
SECTION 9.02.    Legal Defeasance.........................................89
SECTION 9.03.    Covenant Defeasance......................................89
SECTION 9.04.    Conditions to Defeasance or Covenant Defeasance..........90
SECTION 9.05.    Deposited Money and U.S. Government Obligations To Be Held
                   in Trust; Other Miscellaneous Provisions...............92
SECTION 9.06.    Reinstatement............................................92
SECTION 9.07.    Moneys Held by Paying Agent..............................93
SECTION 9.08.    Moneys Held by Trustee...................................93

                                   ARTICLE TEN

                               GUARANTEE OF NOTES

SECTION 10.01.   Note Guarantee...........................................94
SECTION 10.02.   Execution and Delivery of Note Guarantee.................95
SECTION 10.03.   Limitation of Note Guarantee.............................95
SECTION 10.04.   Additional Guarantors....................................96
SECTION 10.05.   Release of Guarantors....................................96
SECTION 10.06.   Waiver of Subrogation....................................97
SECTION 10.07.   Notice to Trustee........................................98

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01.   Trust Indenture Act Controls.............................98
SECTION 11.02.   Notices..................................................99
SECTION 11.03.   Communications by Holders with Other Holders............100
SECTION 11.04.   Certificate and Opinion as to Conditions Precedent......100
SECTION 11.05.   Statements Required in Certificate and Opinion..........101
SECTION 11.06.   Rules by Trustee and Agents.............................101


                                      -iv-
<PAGE>

                                                                        Page
                                                                        ----

SECTION 11.07.   Business Days; Legal Holidays...........................101
SECTION 11.08.   Governing Law...........................................101
SECTION 11.09.   No Adverse Interpretation of Other Agreements...........102
SECTION 11.10.   No Recourse Against Others..............................102
SECTION 11.11.   Successors..............................................102
SECTION 11.12.   Multiple Counterparts...................................102
SECTION 11.13.   Table of Contents, Headings, etc........................103
SECTION 11.14.   Separability............................................103

                                    EXHIBITS

Exhibit A.       Form of Note............................................A-1
Exhibit B.       Form of Legend for Rule 144A Notes and Other Notes That Are
                   Restricted Notes......................................B-1
Exhibit C.       Form of Legend for Regulation S Note....................C-1
Exhibit D.       Form of Legend for Global Note..........................D-1
Exhibit E.       Form of Certificate To Be Delivered in Connection with
                   Transfers to Non-QIB Accredited Investors.............E-1
Exhibit F.       Form of Certificate To Be Delivered in Connection with
                   Transfers Pursuant to Regulation S....................F-1
Exhibit G.       Form of Guarantee.......................................G-1


                                      -v-
<PAGE>

            INDENTURE, dated as of May 17, 2001, among IMC GLOBAL INC., a
Delaware corporation, as issuer (the "Company"), the Guarantors (as hereinafter
defined) and THE BANK OF NEW YORK, a New York banking corporation, as trustee
(the "Trustee").

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions.

      "Acquired Indebtedness" means Indebtedness of a Person or any of its
subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with the Company or any of
its Restricted Subsidiaries or assumed in connection with the acquisition of
assets from such Person and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation, except for Indebtedness of a Person or any of its subsidiaries
that is repaid at the time such Person becomes a Restricted Subsidiary of the
Company or at the time it merges or consolidates with the Company or any of its
Restricted Subsidiaries.

      "Additional Interest" means "Special Interest," as defined in the Exchange
and Registration Rights Agreement.

      "Affiliate" means, with respect to any specified Person, any other Person
who directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. The term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative of the foregoing.

      "Agent" means any Registrar, Paying Agent, or agent for service or notices
and demands.

      "amend" means amend, modify, supplement, restate or amend and restate,
including successively; and "amending" and "amended" have correlative meanings.

      "Argus Lease" means, collectively, (1) Facility Lease-Undivided Interest
(Searles Valley Trust 1996-A), dated as of July 15, 1996, between U.S. Trust
Company of California,
<PAGE>
                                      -2-


N.A., as Lessor, and North American Chemical Company, as Lessee, (2)
Participation Agreement (Searles Valley Trust 1996-A), dated as of July 15,
1996, among North American Chemical Company, Harris Chemical North America,
Inc., Phillip Morris Capital Corporation, and U.S. Trust Company of California,
N.A., (3) Facility Lease-Undivided Interest (Searles Valley Trust 1996-B), dated
as of July 15, 1996, between U.S. Trust Company of California, N.A., as Lessor,
and North American Chemical Company, as Lessee, and (4) Participation Agreement
(Searles Valley Trust 1996-B), dated as of July 15, 1996, among North American
Chemical Company, Harris Chemical North America, Inc., General Electric Capital
Corporation, and U.S. Trust Company of California, N.A.

      "asset" means any asset or property.

      "Asset Acquisition" means (a) an Investment by the Company or any of its
Restricted Subsidiaries in any other Person pursuant to which such Person shall
become a Restricted Subsidiary of the Company or shall be merged with or into
the Company or any of its Restricted Subsidiaries, or (b) the acquisition, other
than in the ordinary course of business, by the Company or any of its Restricted
Subsidiaries of the assets of any Person (other than a Restricted Subsidiary of
the Company) which constitute all or substantially all of the assets of such
Person or comprise any division or line of business of such Person or any other
assets of such Person.

      "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any sale and leaseback transaction) to
any Person other than the Company or any of its Restricted Subsidiaries of (x)
any Capital Stock of any Restricted Subsidiary of the Company; or (y) any other
assets of the Company or any of its Restricted Subsidiaries other than in the
ordinary course of business; provided, however, that Asset Sales shall not
include

      (1)   a transaction or series of related transactions for which the
            Company or any of its Restricted Subsidiaries receive aggregate
            consideration of less than $15.0 million,

      (2)   sales of accounts receivable of the type specified in the definition
            of "Qualified Securitization Transaction" to a Securitization Entity
            for the fair market value thereof to the extent such Securitization
            Entity incurs Indebtedness specified by clause (14) of the
            definition of "Permitted Indebtedness,"

      (3)   sales or grants of licenses to use the patents, trade secrets,
            know-how and other intellectual property of the Company or any of
            its Restricted Subsidiaries to the extent that such license does not
            prohibit the Company or any of its Restricted
<PAGE>
                                      -3-


            Subsidiaries from using the technologies licensed and does not
            require the Company or any of its Restricted Subsidiaries to pay any
            fees for any such use,

      (4)   the sale, lease, conveyance, disposition or other transfer (a) of
            all or substantially all of the assets of the Company as permitted
            under Section 5.01, (b) of any Capital Stock or other ownership
            interest in or assets of an Unrestricted Subsidiary or a Person
            which is not a Subsidiary, (c) pursuant to any foreclosure of assets
            or other remedy provided by applicable law by a creditor of the
            Company or any of its Subsidiaries with a Lien on such assets, which
            Lien is permitted under this Indenture, (d) involving only Cash
            Equivalents or inventory in the ordinary course of business or
            obsolete equipment or (e) including only the lease or sublease of
            any real or personal property in the ordinary course of business,
            and

      (5)   the consummation of any transaction covered by and effected in
            accordance with the terms of Section 4.09.

      "Bankruptcy Law" means Title 11 of the United States Code entitled
"Bankruptcy" or any other Law relating to bankruptcy, insolvency, winding up,
liquidation, reorganization or relief of debtors, whether in effect on the date
hereof or hereafter.

      "Board of Directors" means (1) as to any Person that is a corporation, the
board of directors of such Person or any duly authorized committee thereof and
(2) as to any other Person, the functionally comparable body of such Person or
any duly authorized committee thereof.

      "Capital Stock" means (a) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person and (b) with
respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person.

      "Capitalized Lease Obligation" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation will be the capitalized amount of such obligation determined in
accordance with such principles; and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior
to the first date upon which such lease may be terminated by the lessee without
payment of penalty.
<PAGE>
                                      -4-


      "Cash Equivalents" means:

      (1)   a marketable obligation, maturing within two years after issuance
            thereof, issued or guaranteed by the United States of America or an
            instrumentality or agency thereof;

      (2)   a certificate of deposit or banker's acceptance, maturing within one
            year after issuance thereof, issued by any lender under the Credit
            Agreement, or a U.S. national or state bank or trust company or a
            European, Canadian or Japanese bank, in each case having capital,
            surplus and undivided profits of at least $100.0 million and whose
            long-term unsecured debt has a rating of "A" or better by S&P, A2 or
            better by Moody's or the equivalent rating by any other nationally
            recognized rating agency (provided that the aggregate face amount of
            all Investments in certificates of deposit or bankers' acceptances
            issued by the principal offices of or branches of such European or
            Japanese banks located outside the United States shall not at any
            time exceed 33 1/3% of all Investments described in this
            definition);

      (3)   open market commercial paper, maturing within 270 days after
            issuance thereof, which has a rating of A-2 or better by S&P, P-2 or
            better by Moody's or the equivalent rating by any other nationally
            recognized rating agency;
(4)         repurchase agreements and reverse repurchase agreements with a term
            not in excess of one year with any financial institution which has
            been elected primary government securities dealers by the Federal
            Reserve Board or whose securities are rated AA- or better by S&P,
            Aa3 or better by Moody's or the equivalent rating by any other
            nationally recognized rating agency relating to marketable direct
            obligations issued or unconditionally guaranteed by the United
            States of America or any agency or instrumentality thereof and
            backed by the full faith and credit of the United States of America;

      (5)   "money market" preferred stock maturing within six months after
            issuance thereof or municipal bonds issued by a corporation
            organized under the laws of any state of the United States, which
            has a rating of "A" or better by S&P or Moody's or the equivalent
            rating by any other nationally recognized rating agency;

      (6)   tax exempt floating rate option tender bonds backed by letters of
            credit issued by a national or state bank whose long-term unsecured
            debt has a rating of AA or better by S&P, Aa2 or better by Moody's
            or the equivalent rating by any other nationally recognized rating
            agency; and
<PAGE>
                                      -5-


      (7)   shares of any money market mutual fund rated at least AAA or the
            equivalent thereof by S&P, at least Aaa or the equivalent thereof by
            Moody's or any other mutual fund at least 95% of whose assets
            consist of the type specified in clauses (1) through (6) above.

      "Change of Control" means the occurrence of the following:

      (1)   any "person" or "group" (as such terms are used in Sections 13(d)
            and 14(d) of the Exchange Act) is or becomes the "beneficial owner"
            (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
            that a Person shall be deemed to have "beneficial ownership" of all
            securities that such Person has the right to acquire, whether such
            right is exercisable immediately or only after the passage of time),
            directly or indirectly, of securities representing 50% or more of
            the voting power of all Voting Stock of the Company; or

      (2)   Continuing Directors shall cease to constitute at least a majority
            of the directors constituting the board of directors of the Company;
            or

      (3)   the sale, lease, transfer, conveyance or other disposition (other
            than by way of merger or consolidation), in one or a series of
            related transactions, of all or substantially all of the assets of
            the Company and its Restricted Subsidiaries taken as a whole to any
            "person" or "group" (as such terms are used in Sections 13(d) and
            14(d) of the Exchange Act); or

      (4)   the Company consolidates with, or merges with or into, any Person,
            or any Person consolidates with, or merges with or into, the
            Company, in any such event pursuant to a transaction in which any of
            the outstanding Voting Stock of the Company is converted into or
            exchanged for cash, securities or other property, other than any
            such transaction where the Voting Stock of the Company outstanding
            immediately prior to such transaction is converted into or exchanged
            for Voting Stock (other than Disqualified Capital Stock) of the
            surviving or transferee Person representing a majority of the voting
            power of all Voting Stock of such surviving or transferee Person
            immediately after giving effect to such issuance; or

      (5)   the adoption by the stockholders of the Company of a plan or
            proposal for the liquidation or dissolution of the Company.

      "Commission" means the Securities and Exchange Commission.
<PAGE>
                                      -6-


      "Commodity Agreement" means any commodity futures contract, commodity
option or other similar agreement or arrangement entered into by the Company or
any of its Restricted Subsidiaries.

      "Common Stock" of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of such Person's common stock, whether outstanding on the date of
issuance of the Notes or issued thereafter, and includes, without limitation,
all series and classes of such common stock.

      "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article Five of this
Indenture and thereafter means the successor.

      "Company Request" means any written request signed in the name of the
Company by the Chairman of the Board of Directors, the Chief Executive Officer,
the President, any Vice President, the Chief Financial Officer or the Treasurer
of the Company and attested to by the Secretary or any Assistant Secretary of
the Company.

      "Consolidated EBITDA" means, with respect to any Person, for any period,
the sum (without duplication) of

      (1)   Consolidated Net Income, and

      (2)   to the extent Consolidated Net Income has been reduced thereby, (a)
            all income taxes of such Person and its Restricted Subsidiaries paid
            or accrued in accordance with GAAP for such period (other than
            income taxes attributable to extraordinary gains or losses or taxes
            attributable to sales or dispositions outside the ordinary course of
            business if such gains, losses, sales or dispositions are excluded
            from the calculation of Consolidated Net Income), (b) Consolidated
            Interest Expense, (c) Consolidated Non-cash Charges less any
            non-cash items (other than accruals of revenues in accordance with
            GAAP) increasing Consolidated Net Income for such period, and (d)
            fees and expenses related to any offering by the Company of its
            Capital Stock

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

      "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of (x) Consolidated EBITDA of such Person during the four full
fiscal quarters for which financial statements are available (the "Four Quarter
Period") ending on or prior to the date of the transaction giving rise to the
need to calculate the Consolidated Fixed Charge Coverage
<PAGE>
                                      -7-


Ratio (the "Transaction Date") to (y) Consolidated Fixed Charges of such Person
for the Four Quarter Period.

      For purposes of this definition, "Consolidated EBITDA" and "Consolidated
Fixed Charges" shall be calculated after giving effect on a pro forma basis in
accordance with Regulation S-X under the Exchange Act to the incurrence or
repayment of any Indebtedness of such Person or any of its Restricted
Subsidiaries (and the application of the proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment of other
Indebtedness (and the application of the proceeds thereof), other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to working capital facilities, occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and prior to the Transaction Date, as if such incurrence or
repayment, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the Four Quarter Period.

      In addition, Investments (including any Designation of Unrestricted
Subsidiaries), Revocations, acquisitions, dispositions, mergers and
consolidations that have been made by the Company or any of its Restricted
Subsidiaries during the Four Quarter Period or subsequent to the Four Quarter
Period and on or prior to the Transaction Date shall be given effect on a pro
forma basis in accordance with Regulation S-X under the Exchange Act, to the
extent applicable, assuming that all such Investments, Revocations,
acquisitions, dispositions, mergers and consolidations (and the reduction or
increase of any associated Consolidated Interest Expense, and the change in
Consolidated EBITDA, resulting therefrom, including because of Pro Forma Cost
Savings) had occurred on the first day of the Four Quarter Period. If, since the
beginning of such period, any Person (that subsequently became a Restricted
Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of such period) shall have made any Investment, Revocation,
acquisition, disposition, merger or consolidation that would have required
adjustment pursuant to this definition, then the Consolidated Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect thereto for such
period as if such Investment, Revocation, acquisition, disposition, merger or
consolidation had occurred at the beginning of the applicable Four Quarter
Period.

      If such Person or any of its Restricted Subsidiaries directly or
indirectly guarantees Indebtedness of a Person other than the Company or a
Restricted Subsidiary, the preceding paragraph will give effect to the
incurrence of such guaranteed Indebtedness as if such Person or any Restricted
Subsidiary of such Person had directly incurred or otherwise assumed such
guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed
Charges" for purposes of determining the denominator (but not the numerator) of
this "Consolidated Fixed Charge Coverage Ratio,"
<PAGE>
                                      -8-


      (1)   interest on outstanding Indebtedness determined on a fluctuating
            basis as of the Transaction Date and which will continue to be so
            determined thereafter shall be deemed to have accrued at a fixed
            rate per annum equal to the weighted average rate of interest during
            the Four Quarter Period;

      (2)   if interest on any Indebtedness actually incurred on the Transaction
            Date may optionally be determined at an interest rate based upon a
            factor of a prime or similar rate, a eurocurrency interbank offered
            rate, or other rates, then the interest rate in effect on the
            Transaction Date will be deemed to have been in effect during the
            Four Quarter Period; and

      (3)   notwithstanding clause (1) above, interest on Indebtedness
            determined on a fluctuating basis, to the extent such interest is
            covered by agreements relating to Interest Swap Obligations, shall
            be deemed to accrue at the weighted average rate per annum during
            the Four Quarter Period resulting after giving effect to the
            operation of such agreements.

      "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of

      (1)   Consolidated Interest Expense, plus

      (2)   the product of (x) the amount of all dividend payments on any series
            of Preferred Stock of such Person and its Restricted Subsidiaries
            (other than dividends paid in Qualified Capital Stock and other than
            dividends paid to such Person or to a Restricted Subsidiary of such
            Person) paid, accrued or scheduled to be paid or accrued during such
            period times (y) a fraction, the numerator of which is one and the
            denominator of which is one minus the then current effective
            consolidated federal, state and local tax rate of such Person,
            expressed as a decimal.

      "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum of, without duplication:

      (1)   the aggregate of the interest expense of such Person and its
            Restricted Subsidiaries for such period determined on a consolidated
            basis in accordance with GAAP (net of interest income accrued on any
            escrow account holding funds to repay the Company's 6.625% senior
            notes due 2001, 7.40% notes due 2002 or the Polk County bonds),
            including without limitation, (a) any amortization of debt discount
            and amortization of deferred financing costs, (b) the net costs
            under Interest Swap Obligations, (c) all capitalized interest and
            (d) the interest portion of any deferred payment obligation; and
<PAGE>
                                      -9-


      (2)   the interest component of Capitalized Lease Obligations paid,
            accrued and/or scheduled to be paid or accrued by such Person and
            its Restricted Subsidiaries during such period as determined on a
            consolidated basis in accordance with GAAP.

      "Consolidated Net Income" means, with respect to any Person (the "Referent
Person"), for any period, the net income (or loss) of the Referent Person and
its Restricted Subsidiaries for such period on a consolidated basis, determined
in accordance with GAAP; provided that there shall be excluded from such net
income (loss), to the extent otherwise included therein, without duplication:

      (1)   gains or losses on sales, transfers or other dispositions of assets
            other than in the ordinary course of business or abandonments or
            reserves relating thereto, and the related tax effect according to
            GAAP;

      (2)   extraordinary gains or extraordinary losses determined in accordance
            with GAAP, and the related tax effect according to GAAP;

      (3)   the net income of any Person acquired in a "pooling of interests"
            transaction accrued prior to the date it becomes a Restricted
            Subsidiary of the Referent Person or is merged or consolidated with
            the Referent Person or any Restricted Subsidiary of the Referent
            Person;

      (4)   the net income (but not loss) of any Restricted Subsidiary of the
            Referent Person to the extent that the declaration of dividends or
            similar distributions by that Restricted Subsidiary of that income
            is restricted; provided that restrictions under the Argus Lease
            shall be excluded from operation of this clause;

      (5)   the net income or loss of any Person that is not a Restricted
            Subsidiary of the Referent Person except to the extent of cash
            dividends or distributions paid to the Referent Person or to a
            wholly owned Restricted Subsidiary of the Referent Person (subject,
            in the case of a dividend or distribution paid to a Restricted
            Subsidiary, to the limitation contained in clause (4) above);

      (6)   any restoration to income of any contingency reserve, except to the
            extent that provision for such reserve was made out of Consolidated
            Net Income accrued at any time following the Issue Date;

      (7)   income or loss attributable to discontinued operations, other than
            the Specified Discontinued Businesses prior to the sale thereof;
<PAGE>
                                      -10-


      (8)   in the case of a successor to the Referent Person by consolidation
            or merger or as a transferee of the Referent Person's assets, any
            earnings of the successor corporation prior to such consolidation,
            merger or transfer of assets;

      (9)   gains or losses from the cumulative effect of any change in
            accounting principles; and

      (10)  Non-Cash Asset Write-Downs;

provided, further, that Consolidated Net Income shall be reduced by the product
of (x) the amount of all dividends on Designated Preferred Stock (other than
dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid
or accrued during such period times (y) a fraction, the numerator of which is
one and the denominator of which is one minus the then current effective
consolidated federal, state and local tax rate of the Company, expressed as a
decimal.

      "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity (or equivalent) of such Person, determined on a
consolidated basis in accordance with GAAP, less (without duplication) amounts
attributable to (1) Disqualified Capital Stock of such Person and (2)
Unrestricted Subsidiaries.

      "Consolidated Non-cash Charges" means, with respect to any Person, for any
period, the aggregate depreciation, depletion, amortization and other non-cash
charges (other than Non-Cash Asset Write-Downs) of such Person and its
Restricted Subsidiaries reducing Consolidated Net Income of such Person and its
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP (excluding any such charges constituting an extraordinary
item or loss or any such charge which requires an accrual of or a reserve for
cash charges for any future period).

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who (a) was a member of such Board of
Directors on the Issue Date or (b) was nominated for election or elected to such
Board of Directors with the approval of a majority of the Continuing Directors
who were members of such board at the time of such nomination or election.

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office as of the date hereof is listed in Section 11.02.

      "Coverage Ratio Exception" has the meaning set forth in the first
paragraph of Section 4.08.
<PAGE>
                                      -11-


      "Credit Agreement" means one or more senior credit agreements, including
the Credit Agreement dated on or about the Issue Date by and among the Company
and certain of its domestic Subsidiaries, as borrowers, The Chase Manhattan
Bank, as administrative agent and collateral agent, Goldman Sachs Credit
Partners L.P., as syndication agent, and the lenders party thereto from time to
time, including any notes, guarantees, collateral and security documents
(including mortgages, pledge agreements and other security arrangements),
instruments and agreements executed in connection therewith, and in each case as
amended or Refinanced from time to time, including any agreement or agreements
extending the maturity of, Refinancing, replacing or otherwise restructuring
(including increasing the amount of borrowings or other Indebtedness outstanding
or available to be borrowed thereunder) all or any portion of the Indebtedness
under such agreement, and any successor or replacement agreement or agreements
with the same or any other agents, creditor, lender or group of creditors or
lenders.

      "Credit Agreement Guarantee" has the meaning set forth in Section
10.03(b).

      "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any of its Restricted Subsidiaries against fluctuations in currency
values.

      "Default" means an event or condition the occurrence of which is, or with
the lapse of time or the giving of notice or both would be, an Event of Default.

      "Depository" means, with respect to the Notes issued in the form of one or
more Global Notes, The Depository Trust Company or another Person designated as
Depository by the Company, which Person must be a clearing agency registered
under the Exchange Act.

      "Designated Preferred Stock" means preferred stock that is designated as
Designated Preferred Stock pursuant to an Officers' Certificate executed by the
principal executive officer and the principal financial officer of the Company
on the issuance date thereof, the Net Cash Proceeds of which are excluded from
the calculation set forth in clause (C) of the first paragraph of Section 4.09
and are not used for purposes of clause (2) or (3) of the second paragraph
thereof.

      "Disqualified Capital Stock" means any class or series of Capital Stock of
any Person that by its terms or otherwise is:

      (1)   required to be redeemed or is redeemable at the option of the holder
            of such class or series of Capital Stock at any time on or prior to
            the date that is 91 days after the stated maturity of the Notes; or

      (2)   convertible into or exchangeable at the option of the holder thereof
            for Capital Stock referred to in clause (1) above or Indebtedness
            having a scheduled ma-
<PAGE>
                                      -12-


            turity on or prior to the date that is 91 days after the stated
            maturity of the Notes.

Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Capital Stock solely because the holders of the Capital Stock have
the right to require the issuer thereof to repurchase such Capital Stock upon
the occurrence of a Change of Control will not constitute Disqualified Capital
Stock if the terms of such Capital Stock provide that the issuer may not
repurchase or redeem any such Capital Stock pursuant to such provisions prior to
the Company's purchase of such Notes as are required to be purchased pursuant to
the provisions of Section 4.18.

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
is not a Foreign Subsidiary.

      "Eligible Obligations" shall mean obligations as a result of the deposit
of which (along with the simultaneous deposit, if any, of money or U.S.
Government Obligations or both) the Notes will be rated in the highest generic
long-term debt rating category assigned by one or more nationally recognized
rating agencies to debt with respect to which the issuer thereof has been
released from its obligations to the same extent that the Company has been
released from its obligations under this Indenture pursuant to the provisions of
Article Nine.

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

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute or statutes thereto.

      "Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement dated as of the Issue Date among the Company, the
Guarantors named therein and the Initial Purchasers named therein with respect
to the Notes issued on the Issue Date.

      "Exchange Securities" has the meaning provided in the Exchange and
Registration Rights Agreement.

      "fair market value" means, with respect to any asset, the price which
could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair market value
shall be determined by the Board of Directors of the Company acting reasonably
and in good faith and shall be evidenced by a board resolution of the Board of
Directors of the Company delivered to the Trustee.

      "Fall-Away Event" has the meaning set forth in Section 4.19.
<PAGE>
                                      -13-


      "Foreign Subsidiary" means any Restricted Subsidiary of the Company
organized under the laws of, and conducting a substantial portion of its
business in, any jurisdiction other than the United States of America or any
state thereof or the District of Columbia.

      "Four Quarter Period" has the meaning set forth in the definition of
"Consolidated Fixed Charge Coverage Ratio."

      "Funded Debt" means indebtedness (including the Notes) maturing by the
terms thereof more than one year after the original creation thereof.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, consistently applied, that are applicable to
the circumstances as of the date of determination; provided that, for purposes
of calculating the Consolidated Net Worth of a Person (including all components
thereof), "GAAP" shall mean such generally accepted accounting principles as
described above in effect on August 1, 1998.

      "guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (1) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (2) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "guarantee"
used as a verb has a corresponding meaning.

      "Guarantors" means (1) each of the following Restricted Subsidiaries of
the Company:

      Carey Salt Company, a Delaware corporation;
      GSL Corporation, a Delaware corporation;
      Harris Chemical North America, Inc., a Delaware corporation;
      IMC Canada Ltd., a Canadian federal corporation;
      IMC Chemicals Inc., a Delaware corporation;
      IMC Global Operations Inc., a Delaware corporation;
      IMC Global Potash Holdings Inc., a Delaware corporation;
<PAGE>
                                      -14-


      IMC Inorganic Chemicals Inc., a Delaware corporation;
      IMC Kalium Ogden Corp., a Delaware corporation;
      IMC Phosphates Company, a Delaware general partnership;
      IMC Phosphates MP Inc., a Delaware corporation;
      IMC Potash Carlsbad Inc., a Delaware corporation;
      IMC Potash Colonsay Inc., a Delaware corporation;
      IMC Salt Inc., a Delaware corporation;
      IMC USA Inc., a Delaware corporation;
      KCL Holdings, Inc., a Delaware corporation;
      NAMSCO Inc., a Delaware corporation;
      NATI LLC, a Delaware limited liability company;
      Phosphate Resource Partners Limited Partnership, a Delaware
      limited partnership; and
      The Vigoro Corporation; a Delaware corporation;

and (2) each other Restricted Subsidiary of the Company that issues a Note
Guarantee pursuant to Section 4.16 or otherwise, in each case, so long as the
Note Guarantee of such Restricted Subsidiary is in full force and effect.

      "Holder" or "Noteholder" means the person in whose name a Note is
registered on the Registrar's books.

      "IMC Chemicals Business Unit" means the IMC Chemicals business unit as
defined for the purposes of the Company's consolidated financial statements for
the year ended December 31, 2000.

      "IMC Salt Business Unit" means the IMC Salt business unit as defined for
the purposes of the Company's consolidated financial statements for the year
ended December 31, 2000.

      "incur" means to create, incur, assume, guarantee, acquire, become liable,
contingently or otherwise, with respect to, or otherwise become responsible for
payment. The accretion of principal of a non-interest bearing or other discount
security or the accrual of interest shall not be deemed the incurrence of
Indebtedness.

      "Indebtedness" means with respect to any Person, without duplication,

      (1)   all obligations of such Person for borrowed money;

      (2)   all obligations of such Person evidenced by bonds, debentures, notes
            or other similar instruments;
<PAGE>
                                      -15-


      (3)   all Capitalized Lease Obligations of such Person;

      (4)   all obligations of such Person issued or assumed as the deferred
            purchase price of property, all conditional sale obligations and all
            obligations under any title retention agreement (but excluding trade
            accounts payable and other accrued liabilities arising in the
            ordinary course of business);

      (5)   all obligations for the reimbursement of any obligor on any letter
            of credit, banker's acceptance or similar credit transaction;

      (6)   guarantees in respect of Indebtedness referred to in clauses (1)
            through (5) above and clause (8) below;

      (7)   all obligations of any other Person of the type referred to in
            clauses (1) through (6) which are secured by any Lien on any asset
            of such Person, the amount of such obligation being deemed to be the
            lesser of the fair market value of such asset or the amount of the
            obligation so secured;

      (8)   all obligations under Currency Agreements, Interest Swap Agreements
            and Commodity Agreements of such Person;

      (9)   all Disqualified Capital Stock issued by such Person with the amount
            of Indebtedness represented by such Disqualified Capital Stock being
            equal to the greater of its voluntary or involuntary liquidation
            preference and its maximum fixed repurchase price; and

      (10)  all Preferred Stock of any Subsidiary of such Person not held by
            such Person or any Restricted Subsidiary of such Person with the
            amount of Indebtedness represented by such Preferred Stock being
            equal to the liquidation value thereof.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Capital Stock as if such
Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock.

      Notwithstanding the foregoing, "Indebtedness" shall not include (x)
advances paid by customers in the ordinary course of business for services or
products to be provided or delivered in the future or (y) deferred taxes.
<PAGE>
                                      -16-


      "Indenture" means this Indenture as amended, restated or supplemented from
time to time.

      "Independent Financial Advisor" means a firm (a) which does not, and whose
directors, officers or Affiliates do not, have a material financial interest in
the Company and (b) which, in the judgment of the Board of Directors of the
Company, is otherwise independent and qualified to perform the task for which it
is to be engaged.

      "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
promulgated under the Securities Act.

      "interest" means, with respect to the Notes, interest and Additional
Interest, if any.

      "Interest Swap Obligations" means the obligations of any Person pursuant
to any arrangement with any other Person, whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for payments made by such other Person calculated by applying
a fixed or a floating rate of interest on the same notional amount and shall
include, without limitation, interest rate swaps, caps, floors, collars and
similar agreements.

      "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. "Investment" excludes (1) extensions of trade credit by the
Company and its Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of the Company or such Restricted
Subsidiary, as the case may be, (2) any Restricted Payment described in clause
(2) of the definition thereof and (3) any purchase or acquisition of
Indebtedness of the Company or any of its Restricted Subsidiaries (other than
any Restricted Payment described in clause (3) of the definition thereof). If
the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Common Stock of any direct or indirect Restricted Subsidiary of
the Company such that, after giving effect to any such sale or disposition, the
Company no longer owns, directly or indirectly, greater than 50% of the
outstanding Common Stock of such Restricted Subsidiary, the Company will be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Capital Stock of such Restricted
Subsidiary not sold or disposed of.
<PAGE>
                                      -17-


      "Investment Grade Rating" means (1) with respect to S&P, any of the rating
categories from and including AAA to and including BBB- and (2) with respect to
Moody's, any of the rating categories from and including Aaa to and including
Baa3.

      "Issue Date" means May 17, 2001.

      "Liens" means any mortgage, pledge, security interest, encumbrance, lien,
charge or adverse claim affecting title or resulting in any encumbrance against
real or personal property or a security interest of any kind, including, without
limitation, any conditional sale or other title retention agreement or lease in
the nature thereof or any filing or agreement to file a financing statement as
debtor under the Uniform Commercial Code or any similar statute other than to
reflect ownership by a third party of property leased to the Company or any of
its Subsidiaries under a lease that is not in the nature of a conditional sale
or title retention agreement.

      "Maturity Date" when used with respect to any Note, means the date on
which the principal amount of such Note becomes due and payable as therein or
herein provided.

      "Moody's" means Moody's Investor's Services, Inc. or any successor
thereto.

      "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in
the form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents (other
than the portion of any such deferred payment constituting interest) received by
the Company or any of its Restricted Subsidiaries from such Asset Sale, net of
(a) all out-of-pocket expenses and fees relating to such Asset Sale (including
legal, accounting and investment banking fees and sales commissions), (b) taxes
paid or payable after taking into account any reduction in consolidated tax
liability due to available tax credits or deductions and any tax sharing
arrangements, (c) the decrease in proceeds from Qualified Securitization
Transactions which results from such Asset Sale and (d) appropriate amounts
provided by the Company or any Restricted Subsidiary as a reserve in accordance
with GAAP against any liabilities associated with such Asset Sale and retained
by the Company or any Restricted Subsidiary after such Asset Sale, including
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale.

      "Net Proceeds Offer" has the meaning set forth in the third paragraph of
Section 4.10.

      "Net Proceeds Offer Amount" has the meaning set forth in the third
paragraph of Section 4.10.

      "Non-Cash Asset Write-Down" means a non-cash write-down or write-off of an
asset (other than any such write-down or write-off that requires an accrual of
or a reserve for cash
<PAGE>
                                      -18-


charges for any future period); provided that upon the sale of such asset such
write-down or write-off shall not be taken into account in calculating
Consolidated Net Income, to the extent the gain from any such sale would
otherwise increase Consolidated Net Income.

      "Non-U.S. Person" means a Person who is not a U.S. person, as defined in
Regulation S.

      "Note Guarantee" means a guarantee of the Notes issued by the Guarantors
under Article Ten or issued pursuant to Section 4.16.

      "Notes" means the 11.250% Senior Notes Due 2011 issued by the Company,
including, without limitation, the Exchange Securities, treated as a single
class of securities, as amended from time to time in accordance with the terms
hereof, that are issued pursuant to this Indenture.

      "Officer", with respect to any Person (other than the Trustee), means the
Chairman of the Board of Directors, Chief Executive Officer, the President, any
Vice President or Assistant Vice President and the Chief Financial Officer, the
Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
of such Person, or any other officer of such Person designated by the Board of
Directors of such Person and set forth in an Officers' Certificate delivered to
the Trustee.

      "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman of the Board of Directors, the Chief Executive Officer or
the President and the Chief Financial Officer, the Treasurer or the Assistant
Treasurer of such Person that shall comply with applicable provisions of this
Indenture.

      "Ogden" means the solar evaporation facility located in Ogden, Utah, as
defined for the purposes of the Company's consolidated financial statements for
the year ended December 31, 2000.

      "Opinion of Counsel" means a written opinion from legal counsel (who may
be counsel to the Company or the Guarantors) stating the matters required by
Section 11.05 and delivered to the Trustee.

      "Other Indebtedness" has the meaning set forth in the third paragraph of
Section 4.10.

      "Permitted Indebtedness" means, without duplication, each of the
following:

      (1)   Indebtedness of the Company and its Restricted Subsidiaries
            outstanding on the Issue Date, including any such Indebtedness held
            by the Company or any of its Restricted Subsidiaries;
<PAGE>
                                      -19-


      (2)   the Notes issued on the Issue Date, the Exchange Securities and any
            Note Guarantees with respect thereto, and the 2008 Notes issued on
            the Issue Date, the "Exchange Securities" (as defined in the 2008
            Indenture) and any 2008 Note Guarantees with respect thereto;

      (3)   Indebtedness incurred by the Company or any of its Restricted
            Subsidiaries pursuant to the Credit Agreement in an aggregate
            principal amount not to exceed the greater of (x) $500.0 million at
            any time outstanding, less any repayments actually made thereunder
            with the Net Cash Proceeds of Asset Sales in accordance with Section
            4.10, and (y) the sum of 85% of the book value of accounts
            receivable and 50% of the book value of inventory of the Company and
            its Restricted Subsidiaries, calculated on a consolidated basis and
            in accordance with GAAP, less the amount of Indebtedness incurred
            and outstanding pursuant to clause (14) below;

      (4)   (x) Interest Swap Obligations of the Company relating to (a)
            Indebtedness of the Company or any of its Restricted Subsidiaries or
            (b) Indebtedness that the Company or any of its Restricted
            Subsidiaries reasonably intends to incur within six months; and (y)
            Interest Swap Obligations of any Restricted Subsidiary of the
            Company relating to (a) Indebtedness of such Restricted Subsidiary
            or (b) Indebtedness that such Restricted Subsidiary reasonably
            intends to incur within six months; provided any such Interest Swap
            Obligations under clause (x) or (y) will constitute "Permitted
            Indebtedness" only if they are entered into to protect the Company
            and its Restricted Subsidiaries from fluctuations in interest rates
            on Indebtedness permitted under this Indenture to the extent the
            notional principal amount of such Interest Swap Obligations, when
            incurred, do not exceed the principal amount of the Indebtedness to
            which such Interest Swap Obligations relate;

      (5)   Indebtedness by the Company or any of its Restricted Subsidiaries
            under Commodity Agreements and Currency Agreements; provided that
            (x) such agreements are entered into to protect the Company and its
            Restricted Subsidiaries from fluctuations in the price of
            commodities actually at that time used in the ordinary course of
            business of the Company and its Restricted Subsidiaries, in the case
            of Commodity Agreements, and from fluctuations in currency exchange
            rates, in the case of Currency Agreements, and (y) in the case of
            Currency Agreements which relate to Indebtedness, such Currency
            Agreements do not increase the Indebtedness of the Company and its
            Restricted Subsidiaries outstanding other than as a result of
            fluctuations in foreign currency exchange rates or by reason of
            fees, indemnities and compensation payable thereunder;
<PAGE>
                                      -20-


      (6)   Indebtedness of a Restricted Subsidiary of the Company owed to the
            Company or to a Restricted Subsidiary of the Company for so long as
            such Indebtedness is held by the Company or a Restricted Subsidiary
            of the Company, in each case subject to no Lien held by a Person
            other than the Company or a Restricted Subsidiary of the Company
            (other than Liens granted under the Credit Agreement); provided that
            if any Person other than the Company or a Restricted Subsidiary of
            the Company owns or holds any such Indebtedness or holds a Lien in
            respect of such Indebtedness (other than Liens granted under the
            Credit Agreement), the issuer of such Indebtedness shall be deemed
            to have incurred at such time Indebtedness not permitted by this
            clause (6);

      (7)   Indebtedness of the Company to a Restricted Subsidiary for so long
            as such Indebtedness is held by a Restricted Subsidiary, in each
            case subject to no Lien (other than Liens granted under the Credit
            Agreement); provided that (x) any Indebtedness of the Company to any
            Restricted Subsidiary (other than Indebtedness subject to Liens
            granted under the Credit Agreement) is unsecured and subordinated,
            pursuant to a written agreement, to the Company's obligations under
            the Notes and (y) if any Person other than a Restricted Subsidiary
            owns or holds any such Indebtedness or any Person holds a Lien in
            respect of such Indebtedness (other than Liens granted under the
            Credit Agreement), the Company shall be deemed to have incurred at
            such time Indebtedness not permitted by this clause (7);

      (8)   Indebtedness of the Company or any of its Restricted Subsidiaries
            arising from the honoring by a bank or other financial institution
            of a check, draft or similar instrument inadvertently (except in the
            case of daylight overdrafts) drawn against insufficient funds in the
            ordinary course of business; provided, however, that such
            Indebtedness is extinguished within two business days of incurrence;

      (9)   Indebtedness of the Company or any of its Restricted Subsidiaries
            represented by letters of credit for the account of the Company or
            such Restricted Subsidiary, as the case may be, in order to provide
            security for workers' compensation claims, payment obligations in
            connection with self-insurance or similar requirements in the
            ordinary course of business;

      (10)  Refinancing Indebtedness incurred to Refinance Indebtedness (x)
            incurred pursuant to the Coverage Ratio Exception or pursuant to
            clause (2) above or this clause (10) or (y) referred to in clause
            (1) above;

      (11)  indemnification, adjustment of purchase price or similar obligations
            of the Company or any of its Restricted Subsidiaries, in each case,
            incurred in con-
<PAGE>
                                      -21-


            nection with the disposition of any assets of the Company or any of
            its Restricted Subsidiaries (other than guarantees of Indebtedness
            incurred by any Person acquiring all or any portion of such assets
            for the purpose of financing such acquisition); provided that the
            maximum aggregate liability in respect of all such Indebtedness
            shall at no time exceed the net proceeds actually received by the
            Company and such Restricted Subsidiary from such disposition;

      (12)  obligations of the Company or any of its Restricted Subsidiaries in
            respect of performance bonds and completion, guarantee, surety and
            similar bonds in the ordinary course of business;

      (13)  Capitalized Lease Obligations and Purchase Money Indebtedness of the
            Company or any of its Restricted Subsidiaries, and Refinancing
            Indebtedness thereof, in an aggregate amount not to exceed $50.0
            million at any time outstanding;

      (14)  the incurrence by a Securitization Entity of Indebtedness in a
            Qualified Securitization Transaction that is not recourse (except
            for Standard Securitization Undertakings) to the Company or any of
            its Restricted Subsidiaries not to exceed $100 million at any time
            outstanding;

      (15)  Indebtedness consisting of take-or-pay obligations contained in
            supply agreements entered into in the ordinary course of business;

      (16)  industrial revenue bonds or similar tax-exempt Indebtedness of the
            Company or any of its Restricted Subsidiaries incurred to finance
            the construction or improvement of operations of the Company and its
            Restricted Subsidiaries in an aggregate principal amount not to
            exceed $50.0 million at any time outstanding;

      (17)  the guarantee by the Company or any of its Restricted Subsidiaries
            of Indebtedness incurred by the Company or any of its Restricted
            Subsidiaries that was permitted to be incurred by the Coverage Ratio
            Exception or another clause in this definition of "Permitted
            Indebtedness"; provided, that Section 4.16, to the extent
            applicable, has been complied with;

      (18)  Indebtedness of Foreign Subsidiaries in an aggregate amount not to
            exceed $25.0 million at any time outstanding; and

      (19)  additional Indebtedness of the Company or any of its Restricted
            Subsidiaries in an aggregate principal amount not to exceed $50.0
            million at any time outstanding.
<PAGE>
                                      -22-


      "Permitted Investments" means:

      (1)   Investments by the Company or any of its Restricted Subsidiaries in
            any Person that is or will become immediately after such Investment
            a Restricted Subsidiary of the Company or that will merge or
            consolidate into the Company or any of its Restricted Subsidiaries;
            provided that any Investment by the Company or any of its Restricted
            Subsidiaries (other than any Phosphates Entity) in any Phosphates
            Entity shall be in the form of Indebtedness, which shall increase
            the amount for which such Phosphates Entity is obligated under its
            Note Guarantee issued pursuant to Article Ten;

      (2)   Investments in the Company by any of its Restricted Subsidiaries;
            provided that any Indebtedness evidencing such Investment (other
            than Indebtedness subject to Liens granted under the Credit
            Agreement) is unsecured and subordinated, pursuant to a written
            agreement, to the Company's obligations with respect to the Notes;

      (3)   investments in cash and Cash Equivalents;

      (4)   loans and advances to employees and officers of the Company and its
            Restricted Subsidiaries in the ordinary course of business;

      (5)   Investments in joint ventures not to exceed $25.0 million; provided
            that (a) such joint ventures do not have any Indebtedness for
            borrowed money at any time on or after the date of such Investment
            (other than Indebtedness owing to the equity holders of such joint
            ventures), (b) the documentation governing any such joint venture
            does not contain a restriction on distributions to the Company or
            any of its Subsidiaries, and (c) each such joint venture is engaged
            only in the businesses in which the Company and its Restricted
            Subsidiaries are engaged in on the Issue Date and businesses
            similar, related or ancillary thereto;

      (6)   Investments in securities received pursuant to any plan of
            reorganization or similar arrangement upon the bankruptcy or
            insolvency of any debtors of the Company or its Restricted
            Subsidiaries;

      (7)   Investments received as consideration from an Asset Sale made in
            compliance with Section 4.10;

      (8)   Investments existing on the Issue Date;
<PAGE>
                                      -23-


      (9)   any Investment by the Company or a wholly owned Subsidiary of the
            Company in a Securitization Entity or any Investment by a
            Securitization Entity in any other Person in connection with a
            Qualified Securitization Transaction; provided that any Investment
            in a Securitization Entity is in the form of a purchase money note
            or an equity interest;

      (10)  any Indebtedness of the Company to any of its Subsidiaries incurred
            in connection with the purchase of accounts receivable and related
            assets by the Company from any such Subsidiary which assets are
            subsequently conveyed by the Company to a Securitization Entity in a
            Qualified Securitization Transaction;

      (11)  Investments in Interest Swap Obligations, Commodity Agreements and
            Currency Agreements of the type described in clauses (4) and (5) of
            the definition of "Permitted Indebtedness";

      (12)  any deemed Investment in all or a portion of the IMC Chemicals
            Business Unit occurring by operation of the last sentence of the
            definition of "Investment"; and

      (13)  additional Investments in an aggregate amount not to exceed $25.0
            million at any time outstanding.

      "Permitted Liens" means, with respect to any Person:

      (1)   Liens existing as of August 1, 1998;

      (2)   Liens on assets of, or any Capital Stock of or secured debt of, any
            Person existing at the time such Person becomes a Restricted
            Subsidiary of the Company or at the time such Person is merged into
            the Company or any of its Restricted Subsidiaries;

      (3)   Liens in favor of the Company or any of its Restricted Subsidiaries;

      (4)   Liens in favor of governmental bodies to secure progress or advance
            payments;

      (5)   Liens securing industrial revenue or pollution control bonds;

      (6)   Liens on property to secure Indebtedness incurred for the purpose of
            (x) financing all or any part of the purchase price of such property
            incurred prior to, at the time of, or within 180 days after, the
            acquisition of such property or (y) financing all or any part of the
            cost of construction, improvement, development or expansion of any
            such property;
<PAGE>
                                      -24-


      (7)   statutory liens or landlords', carriers', warehousemen's,
            mechanics', suppliers', materialmen's, repairmen's or other like
            Liens arising in the ordinary course of business and with respect to
            amounts not yet delinquent or being contested in good faith by
            appropriate proceedings, if a reserve or other appropriate
            provision, if any, as shall be required in conformity with GAAP
            shall have been made therefor;

      (8)   Liens on current assets of Restricted Subsidiaries securing
            Indebtedness of such Restricted Subsidiaries; and

      (9)   any extensions, substitutions, replacements or renewals in whole or
            in part of a Lien (an "existing Lien") enumerated in clauses (1)
            through (8) above; provided that (x) the Lien may not extend beyond
            the assets or Indebtedness subject to the existing Lien and (y)
            improvements and construction on such assets and the Indebtedness
            secured by the Lien may not exceed the Indebtedness secured at the
            time by the existing Lien.

      "Person" means an individual, partnership, corporation, limited liability
company, unincorporated organization, trust or joint venture or a governmental
agency or political subdivision thereof.

      "Phosphates Entities" means PLP; IMC Phosphates Company, a Delaware
general partnership; IMC Phosphates MP Inc., a Delaware corporation; and their
respective Subsidiaries.

      "Physical Notes" means certificated Notes in registered form in
substantially the form set forth in Exhibit A.

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

      "Preferred Stock" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

      "Principal Property" means any manufacturing plant or warehouse owned or
leased by the Company or any Subsidiary of the Company, whether owned or leased
as of August 1, 1998 or thereafter, the gross book value of which exceeds 1% of
Consolidated Net Worth, other than manufacturing plants and warehouses which the
Board of Directors of the Company by resolution declares are not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries as an entirety and which, when taken together with all other plants
and warehouses as to which such a declaration has been so made, is so
<PAGE>
                                      -25-


declared by the Board of Directors of the Company to be not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries as an entirety.

      "Private Placement Legend" means the legend initially set forth on the
Rule 144A Notes and Other Notes that are Restricted Notes in the form set forth
in Exhibit B.

      "Pro Forma Cost Savings" means, with respect to any period ended on any
Transaction Date, the reductions in costs with respect to the applicable Four
Quarter Period that are directly attributable to any Investments, acquisitions,
dispositions, mergers, consolidations or discontinued operations and calculated
on a basis that is consistent with Article 11 of Regulation S-X under the
Securities Act.

      "Purchase Money Indebtedness" means Indebtedness of the Company or any of
its Restricted Subsidiaries incurred for the purpose of financing all or any
part of the purchase price, or the cost of construction or improvement, of any
assets to be used in the ordinary course of business by the Company or any of
its Restricted Subsidiaries; provided, however, that (1) the aggregate principal
amount of such Indebtedness shall not exceed such purchase price or cost, (2)
such Indebtedness shall be incurred no later than 180 days after the acquisition
of such assets or completion of such construction or improvement and (3) such
Indebtedness shall not be secured by any assets of the Company or any of its
Restricted Subsidiaries other than the assets so acquired and improvements
thereon.

      "Qualified Capital Stock" means any Capital Stock of the Company that is
not Disqualified Capital Stock.

      "Qualified Institutional Buyer" or "QIB" shall have the meaning specified
in Rule 144A promulgated under the Securities Act.

      "Qualified Securitization Transaction" means any transaction or series of
transactions that may be entered into by the Company, any of its Restricted
Subsidiaries or a Securitization Entity pursuant to which the Company or such
Restricted Subsidiary or that Securitization Entity may, pursuant to customary
terms, sell, convey or otherwise transfer to, or grant a security interest in
for the benefit of, (1) a Securitization Entity or the Company or any of its
Restricted Subsidiaries which subsequently transfers to a Securitization Entity
(in the case of a transfer by the Company or such Restricted Subsidiary) and (2)
any other Person (in the case of transfer by a Securitization Entity), any
accounts receivable (whether now existing or arising or acquired in the future)
of the Company or any of its Restricted Subsidiaries which arose in the ordinary
course of business of the Company and its Restricted Subsidiaries, and any
assets related thereto, including, without limitation, all collateral securing
such accounts receivable, all contracts and contract rights and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets (including contract rights) which are
customarily transferred or in respect of which security interests are
custom-
<PAGE>
                                      -26-


arily granted in connection with asset securitization transactions involving
accounts receivable.

      "Rating Agency" means each of (a) S&P and (b) Moody's.

      "Redemption Date" when used with respect to any Note to be redeemed means
the date fixed for such redemption pursuant to the terms of the Notes.

      "Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

      "Refinancing Indebtedness" means, with respect to any Indebtedness,
Indebtedness incurred to Refinance such Indebtedness that does not

      (1)   result in an increase in the aggregate principal amount of
            Indebtedness being Refinanced as of the date of such proposed
            Refinancing (plus the amount of any premium required to be paid
            under the terms of the instrument governing such Indebtedness and
            plus the amount of reasonable expenses incurred by the Company in
            connection with such Refinancing) or

      (2)   create Indebtedness with (a) a Weighted Average Life to Maturity
            that is less than the Weighted Average Life to Maturity of the
            Indebtedness being Refinanced or (b) a final maturity earlier than
            the final maturity of the Indebtedness being Refinanced;

provided that (x) if the Indebtedness being Refinanced is subordinate or junior
to the Notes, then such Refinancing Indebtedness shall be subordinate to the
Notes at least to the same extent and in the same manner as the Indebtedness
being Refinanced and (y) if the obligors on the Indebtedness being Refinanced
include only the Company and/or one or more Guarantors, the obligors on the
Refinancing Indebtedness thereof shall not include any Person other than the
Company and/or one or more Guarantors.

      "Regulation S" means Regulation S promulgated under the Securities Act.

      "Responsible Officer" when used with respect to the Trustee, means an
officer or assistant assigned to the corporate trust department of the Trustee
(or any successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.
<PAGE>
                                      -27-


      "Restricted Note" has the same meaning as "Restricted Security" set forth
in Rule 144(a)(3) promulgated under the Securities Act; provided, that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of
Counsel with respect to whether any Note is a Restricted Note.

      "Restricted Payment" means to

      (1)   declare or pay any dividend or make any distribution on or in
            respect of the Company's Capital Stock to holders of such Capital
            Stock, other than dividends or distributions payable in Qualified
            Capital Stock of the Company,

      (2)   purchase, redeem or otherwise acquire or retire for value any
            Capital Stock of the Company or any warrants, options or other
            rights to purchase or acquire any Capital Stock of the Company,

      (3)   make any principal payment on, purchase, defease, redeem, prepay,
            decrease or otherwise acquire or retire for value, prior to any
            scheduled final maturity, scheduled repayment or scheduled sinking
            fund payment, any Indebtedness of the Company or any Guarantor that
            is subordinate or junior in right of payment to the Notes or the
            Note Guarantee of such Guarantor or

      (4)   make any Investment other than Permitted Investments.

      "Restricted Subsidiary" of any Person means any Subsidiary of such Person
which at the time of determination is not an Unrestricted Subsidiary.

      "Revocation" has the meaning set forth in Section 4.13.

      "Rule 144" means Rule 144 promulgated under the Securities Act.

      "Rule 144A" means Rule 144A promulgated under the Securities Act.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.

      "Sale and Leaseback Transaction" has the meaning set forth in Section
4.15(b).

      "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

      "Securitization Entity" means a wholly owned Subsidiary of the Company (or
another Person in which the Company or any Subsidiary of the Company makes an
Investment and to which the Company or any Subsidiary of the Company transfers
accounts receivable) which
<PAGE>
                                      -28-


engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below) as a Securitization Entity

      (1)   no portion of the Indebtedness or any other obligations (contingent
            or otherwise) of which (a) is guaranteed by the Company or any
            Subsidiary of the Company (other than the Securitization Entity)
            (excluding guarantees of obligations (other than the principal of,
            and interest on, Indebtedness)) pursuant to Standard Securitization
            Undertakings, (b) is recourse to or obligates the Company or any
            Subsidiary of the Company (other than the Securitization Entity) in
            any way other than pursuant to Standard Securitization Undertakings
            or (c) subjects any asset of the Company or any Subsidiary of the
            Company (other than the Securitization Entity), directly or
            indirectly, contingently or otherwise, to the satisfaction thereof,
            other than pursuant to Standard Securitization Undertakings and
            other than any interest in the accounts receivable (whether in the
            form of an equity interest in such assets or subordinated
            indebtedness payable primarily from such financed assets) retained
            or acquired by the Company or any Subsidiary of the Company,

      (2)   with which neither the Company nor any Subsidiary of the Company has
            any material contract, agreement, arrangement or understanding other
            than on terms no less favorable to the Company or such Subsidiary
            than those that might be obtained at the time from Persons that are
            not Affiliates of the Company, other than fees payable in the
            ordinary course of business in connection with servicing receivables
            of such entity, and

      (3)   to which neither the Company nor any Subsidiary of the Company has
            any obligation to maintain or preserve such entity's financial
            condition or cause such entity to achieve certain levels of
            operating results.

Any such designation by the Board of Directors of the Company shall be evidenced
to the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions.

      "Significant Subsidiary" means any Restricted Subsidiary of the Company
which, at the date of determination, is a "significant subsidiary" as such term
is defined in Regulation S-X under the Exchange Act.

      "Specified Discontinued Businesses" means the IMC Chemicals Business Unit,
the IMC Salt Business Unit and Ogden.
<PAGE>
                                      -29-


      "Standard Securitization Undertakings" means representations, warranties,
covenants and indemnities entered into by the Company or any Subsidiary of the
Company which are reasonably customary in an accounts receivable securitization
transaction.

      "Stated Maturity" when used with respect to any security or any
installment of interest thereon, means the date specified in such security as
the fixed date on which the principal of such security or such installment of
interest is due and payable.

      "Subsidiary" of any Person means (1) any Person of which more than 50% of
the total voting power of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the Restricted Subsidiaries of that Person or a
combination thereof, and (2) any partnership, joint venture or other Person in
which such Person or one or more of the Restricted Subsidiaries of that Person
or a combination thereof has the power to control by contract or otherwise the
board of directors or equivalent governing body or otherwise controls such
entity.

      "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.03 hereof).

      "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

      "2008 Exchange and Registration Rights Agreement" means "Exchange and
Registration Rights Agreement," as defined in the 2008 Indenture.

      "2008 Indenture" means the indenture entered into between the Company, the
Guarantors and the Trustee, dated the Issue Date, with respect to the 10.875%
Senior Notes Due 2008 of the Company.

      "2008 Note Guarantees" means "Note Guarantees," as defined in the 2008
Indenture.

      "2008 Notes" means "Notes," as defined in the 2008 Indenture.

      "Unrestricted Subsidiary" of any Person means:

      (1)   for purposes of Section 4.15 and related definitions only (a) any
            Subsidiary of the Company that at the time of determination has been
            designated an "Unrestricted Subsidiary" under this Indenture by the
            Board of Directors in the manner provided below and (b) any
            Subsidiary of such an "Unrestricted Subsidiary."
<PAGE>
                                      -30-


            The Board of Directors of the Company may designate any Subsidiary
            of the Company (including any newly acquired or newly formed
            Subsidiary) to be an "Unrestricted Subsidiary" for purposes of
            Section 4.15 and related definitions unless such Subsidiary owns any
            Capital Stock of, or owns or holds any property of, the Company or
            any other Subsidiary of the Company that is not a Subsidiary of the
            Subsidiary so designated; provided, however, that (x) the Subsidiary
            to be so designated has total assets of $5,000 or less and (y) the
            following Subsidiaries may not be designated Unrestricted
            Subsidiaries: IMC Global Operations, Inc., a Delaware corporation;
            International Minerals & Chemical (Canada) Global Limited, a
            Canadian federal company; IMC Phosphates Company, a Delaware general
            partnership; and any intermediate holding company between any of the
            foregoing and the Company. Any such designation by the Board of
            Directors shall be evidenced to the Trustee by promptly filing with
            the Trustee a copy of the board resolutions giving effect to such
            designation and an Officers' Certificate certifying that such
            designation complied with the foregoing provisions; and

      (2)   for all other purposes of this Indenture (a) any Subsidiary of such
            Person that at the time of determination has been designated an
            Unrestricted Subsidiary, and has not been redesignated a Restricted
            Subsidiary, in accordance with Section 4.13 and (b) any Subsidiary
            of such an Unrestricted Subsidiary.

      "U.S. Government Obligations" shall mean securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as full faith and
credit obligation by the United States of America, that, in either case, are not
callable or redeemable at the option of the issuer thereof and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligations or a specific payment of
interest on or principal of any such U.S. Government Obligations held by such
custodian for the account of the holder of a depository receipt; provided, that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt for
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of interest on or principal of the U.S.
Government Obligations evidenced by such depository receipt.

      "Value" means an amount equal to the greater of the net proceeds of the
sale or transfer of the property leased pursuant to a Sale and Leaseback
Transaction, or the fair value as determined by the Board of Directors of the
Company of the leased property at the time of entering into such Sale and
Leaseback Transaction.
<PAGE>
                                      -31-


      "Voting Stock" means, with respect to any Person, Capital Stock of such
Person entitling the holders thereof, under ordinary circumstances, to vote in
the election of the Board of Directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

      (1)   the then outstanding aggregate principal amount of such Indebtedness
            into

      (2)   the sum of the total of the products obtained by multiplying (x) the
            amount of each then remaining installment, sinking fund, serial
            maturity or other required payment of principal, including payment
            at final maturity, in respect thereof, by (y) the number of years
            (calculated to the nearest one-twelfth) that will elapse between
            such date and the making of such payment.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

            "indenture securities" means the Notes.

            "indenture securityholder" means a Holder or Noteholder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor on the indenture securities" means the Company, the
      Guarantors or any other obligor on the Notes.

            All other terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by Commission rule
have the meanings therein assigned to them.

SECTION 1.03.     Rules of Construction.

            Unless the context otherwise requires:

            (1) a term has the meaning assigned to it herein, whether defined
      expressly or by reference;
<PAGE>
                                      -32-


            (2) "or" is not exclusive;

            (3) words in the singular include the plural, and in the plural
      include the singular;

            (4) words used herein implying any gender shall apply to both
      genders;

            (5) "herein," "hereof" and other words of similar import refer to
      this Indenture as a whole and not to any particular Article, Section or
      other subsection;

            (6) unless otherwise specified herein, all accounting terms used
      herein shall be interpreted, all accounting determinations hereunder shall
      be made, and all financial statements required to be delivered hereunder
      shall be prepared in accordance with GAAP as in effect from time to time,
      applied on a basis consistent with the most recent audited consolidated
      financial statements of the Company;

            (7) "$," "U.S. Dollars" and "United States Dollars" each refer to
      United States dollars, or such other money of the United States that at
      the time of payment is legal tender for payment of public and private
      debts; and

            (8) whenever in this Indenture there is mentioned, in any context,
      principal, interest or any other amount payable under or with respect to
      any Note, such mention shall be deemed to include mention of the payment
      of Additional Interest to the extent that, in such context, Additional
      Interest is, was or would be payable in respect thereof.

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01. Amount of Notes.

            The Trustee shall initially authenticate Notes for original issue on
the Issue Date in an aggregate principal amount of $200,000,000 upon a written
order of the Company in the form of an Officers' Certificate of the Company
(other than as provided in Section 2.08). The Trustee shall authenticate Notes
thereafter in unlimited amount (so long as permitted by the terms of this
Indenture, including, without limitation, Section 4.08) for original issue upon
a written order of the Company in the form of an Officers' Certificate in
aggregate principal amount as specified in such order (other than as provided in
Section 2.08). Each such written order shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated.
<PAGE>
                                      -33-


SECTION 2.02. Form and Dating.

            The Notes and the Trustee's certificate of authentication with
respect thereto shall be substantially in the form set forth in Exhibit A, which
is incorporated in and forms a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rule or usage to which the
Company is subject. Without limiting the generality of the foregoing, Notes
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
("Rule 144A Notes") shall bear the legend and include the form of assignment set
forth in Exhibit B, Notes offered and sold in offshore transactions in reliance
on Regulation S ("Regulation S Notes") shall bear the legend and include the
form of assignment set forth in Exhibit C, and Notes offered and sold to
Institutional Accredited Investors in transactions exempt from registration
under the Securities Act not made in reliance on Rule 144A or Regulation S
("Other Notes") may be represented by a Restricted Global Note or, if such an
investor may not hold an interest in the Restricted Global Note, a Physical
Note, in each case, bearing the Private Placement Legend. Each Note shall be
dated the date of its authentication.

            The terms and provisions contained in the Notes shall constitute,
and are expressly made, a part of this Indenture and, to the extent applicable,
the Company, the Guarantors and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and agree to be
bound thereby.

            The Notes may be presented for registration of transfer and exchange
at the offices of the Registrar.

SECTION 2.03. Execution and Authentication.

            Two Officers shall sign, or one Officer shall sign and one Officer
(each of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to, the Notes for the Company by manual or
facsimile signature.

            If an Officer whose signature is on a Note was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to
<PAGE>
                                      -34-


have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

            The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Notes. Unless otherwise provided
in the appointment, an authenticating agent may authenticate the Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.
Each Paying Agent is designated as an authenticating agent for purposes of this
Indenture.

            The Notes shall be issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof.

SECTION 2.04. Registrar and Paying Agent.

            The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (the "Registrar"), and an
office or agency where Notes may be presented for payment (the "Paying Agent")
and an office or agency where notices and demands to or upon the Company, if
any, in respect of the Notes and this Indenture may be served. The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may have one or more additional Paying Agents. The term "Paying Agent"
includes any additional Paying Agent. Neither the Company nor any Affiliate
thereof may act as Paying Agent.

            The Company shall enter into an appropriate agency agreement, which
shall incorporate the provisions of the TIA, with any Agent that is not a party
to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

            The Company initially appoints the Trustee as Registrar, Paying
Agent and Agent for service of notices and demands in connection with the Notes
and this Indenture.

SECTION 2.05. Paying Agent To Hold Money in Trust.

            Each Paying Agent shall hold in trust for the benefit of the
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Notes (whether such money has been
paid to it by the Company or any other obligor on the Notes or the Guarantors),
and the Company and the Paying Agent shall notify the
<PAGE>
                                      -35-


Trustee of any default by the Company (or any other obligor on the Notes) in
making any such payment. Money held in trust by the Paying Agent need not be
segregated except as required by law and in no event shall the Paying Agent be
liable for any interest on any money received by it hereunder. The Company at
any time may require the Paying Agent to pay all money held by it to the Trustee
and account for any funds disbursed and the Trustee may at any time during the
continuance of any Event of Default specified in Section 6.01(1) or (2), upon
written request to the Paying Agent, require such Paying Agent to pay forthwith
all money so held by it to the Trustee and to account for any funds disbursed.
Upon making such payment, the Paying Agent shall have no further liability for
the money delivered to the Trustee.

SECTION 2.06. Noteholder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Noteholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least five Business Days before each Interest Payment Date,
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Noteholders.

SECTION 2.07. Transfer and Exchange.

            Subject to Sections 2.16 and 2.17, when Notes are presented to the
Registrar with a request from the Holder of such Notes to register a transfer or
to exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer as requested. Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or his attorneys duly authorized in writing. To permit registrations of
transfers and exchanges, the Company shall issue and execute and the Trustee
shall authenticate new Notes (and the Guarantors shall execute the guarantee
thereon) evidencing such transfer or exchange at the Registrar's request. No
service charge shall be made to the Noteholder for any registration of transfer
or exchange. The Company may require from the Noteholder payment of a sum
sufficient to cover any transfer taxes or other governmental charge that may be
imposed in relation to a transfer or exchange, but this provision shall not
apply to any exchange pursuant to Section 2.11, 3.06, 4.10, 4.18 or 8.05 (in
which events the Company shall be responsible for the payment of such taxes).
The Registrar shall not be required to exchange or register a transfer of any
Note for a period of 15 days immediately preceding the mailing of notice of
redemption of Notes to be redeemed or of any Note selected, called or being
called for redemption except the unredeemed portion of any Note being redeemed
in part.

            Any Holder of the Global Note shall, by acceptance of such Global
Note, agree that transfers of the beneficial interests in such Global Note may
be effected only through a
<PAGE>
                                      -36-


book entry system maintained by the Holder of such Global Note (or its agent),
and that ownership of a beneficial interest in the Global Note shall be required
to be reflected in a book entry.

            Each Holder of a Note agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Note in violation of any provision of this Indenture
and/or applicable U.S. Federal or state securities law.

            Except as expressly provided herein, neither the Trustee nor the
Registrar shall have any duty to monitor the Company's compliance with or have
any responsibility with respect to the Company's compliance with any Federal or
state securities laws.

SECTION 2.08. Replacement Notes.

            If a mutilated Note is surrendered to the Registrar or the Trustee,
or if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Note (and the Guarantors shall execute the guarantee thereon) if the
Holder of such Note furnishes to the Company and the Trustee evidence reasonably
acceptable to them of the ownership and the destruction, loss or theft of such
Note and if the requirements of Section 8-405 of the New York Uniform Commercial
Code as in effect on the date of this Indenture are met. If required by the
Trustee or the Company, an indemnity bond shall be posted, sufficient in the
judgment of both to protect the Company, the Guarantors, the Trustee or any
Paying Agent from any loss that any of them may suffer if such Note is replaced.
The Company may charge such Holder for the Company's reasonable out-of-pocket
expenses in replacing such Note and the Trustee may charge the Company for the
Trustee's expenses (including, without limitation, attorneys' fees and
disbursements) in replacing such Note. Every replacement Note shall constitute a
contractual obligation of the Company.

SECTION 2.09. Outstanding Notes.

            The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Company or one of its Affiliates holds the Note.
<PAGE>
                                      -37-


            If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Company.

            If the Paying Agent holds, in its capacity as such, on any Maturity
Date, money sufficient to pay all accrued interest and principal with respect to
the Notes payable on that date and is not prohibited from paying such money to
the Holders thereof pursuant to the terms of this Indenture, then on and after
that date such Notes cease to be outstanding and interest on them ceases to
accrue.

SECTION 2.10. Treasury Notes.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any declaration of acceleration or notice of default
or direction, waiver or consent or any amendment, modification or other change
to this Indenture, Notes owned by the Company or any other Affiliate of the
Company shall be disregarded as though they were not outstanding, except that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent or any amendment, modification
or other change to this Indenture, only Notes as to which a Responsible Officer
of the Trustee has actually received an Officers' Certificate stating that such
Notes are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledgee established to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Notes and that the pledgee is not the Company, a Guarantor, any other obligor on
the Notes or any of their respective Affiliates.

SECTION 2.11. Temporary Notes.

            Until definitive Notes are prepared and ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.

SECTION 2.12. Cancellation.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall (subject to the
record-retention requirements of the Exchange Act) dispose of such canceled
<PAGE>
                                      -38-


Notes in its customary manner. The Company may not reissue or resell, or issue
new Notes to replace, Notes that the Company has redeemed or paid, or that have
been delivered to the Trustee for cancellation.

SECTION 2.13. Defaulted Interest.

            If the Company defaults on a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent permitted by law) any
interest payable on the defaulted interest, in accordance with the terms hereof,
to the Persons who are Noteholders on a subsequent special record date, which
date shall be at least five Business Days prior to the payment date. The Company
shall fix such special record date and payment date in a manner satisfactory to
the Trustee. At least 10 days before such special record date, the Company shall
mail to each Noteholder a notice that states the special record date, the
payment date and the amount of defaulted interest, and interest payable on
defaulted interest, if any, to be paid. The Company may make payment of any
defaulted interest in any other lawful manner not inconsistent with the
requirements (if applicable) of any securities exchange on which the Notes may
be listed and, upon such notice as may be required by such exchange, if, after
written notice given by the Company to the Trustee of the proposed payment
pursuant to this sentence, such manner of payment shall be deemed practicable by
the Trustee.

SECTION 2.14. CUSIP Number.

            The Company in issuing the Notes may use a "CUSIP" number, and if
so, such CUSIP number shall be included in notices of redemption or exchange as
a convenience to Holders; provided, that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any such CUSIP number used by the Company in
connection with the issuance of the Notes and of any change in the CUSIP number.

SECTION 2.15. Deposit of Moneys.

            Prior to 10:00 a.m., New York City time, on each Interest Payment
Date and Maturity Date, the Company shall have deposited with the Paying Agent
in immediately available funds money sufficient to make cash payments, if any,
due on such Interest Payment Date or Maturity Date, as the case may be, in a
timely manner which permits the Trustee to remit payment to the Holders on such
Interest Payment Date or Maturity Date, as the case may be. The principal and
interest on Global Notes shall be payable to the Depository or its nominee, as
the case may be, as the sole registered owner and the sole Holder of the Global
Notes represented thereby. The principal and interest on Physical Notes shall be
payable, either in person or by mail, at the office of the Paying Agent.
<PAGE>
                                      -39-


SECTION 2.16. Book-Entry Provisions for Global Notes.

            (a) Rule 144A Notes initially shall be represented by one or more
notes in registered, global form without interest coupons (collectively, the
"Restricted Global Note"). Regulation S Notes initially shall be represented by
one or more notes in registered, global form without interest coupons
(collectively, the "Regulation S Global Note," and, together with the Restricted
Global Note and any other global notes representing Notes, the "Global Notes").
The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes
initially shall (i) be registered in the name of the Depository or the nominee
of such Depository, in each case for credit to an account of an Agent Member
(or, in the case of the Regulation S Global Notes, of Euroclear System
("Euroclear") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee
as custodian for such Depository and (iii) bear legends as set forth in Exhibit
B with respect to Restricted Global Notes and Exhibit C with respect to
Regulation S Global Notes.

            Members of, or direct or indirect participants in, the Depository
("Agent Members") shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Notes, and the Depository may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of the Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Note.

            (b) Transfers of Global Notes shall be limited to transfer in whole,
but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes in accordance with the rules and procedures of the
Depository and the provisions of Section 2.17. In addition, a Global Note shall
be exchangeable for Physical Notes if (i) the Depository (x) notifies the
Company that it is unwilling or unable to continue as depository for such Global
Note and the Company thereupon fails to appoint a successor depository or (y)
has ceased to be a clearing agency registered under the Exchange Act, (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of such Physical Notes or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Notes. In all cases, Physical
Notes delivered in exchange for any Global Note or beneficial interests therein
shall be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Depository (in accordance with its customary
procedures).
<PAGE>
                                      -40-


            (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall upon receipt of a written order from the
Company authenticate and make available for delivery, one or more Physical Notes
of like tenor and amount.

            (d) In connection with the transfer of Global Notes as an entirety
to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depository in writing in exchange for its beneficial
interest in the Global Notes, an equal aggregate principal amount of Physical
Notes of authorized denominations.

            (e) Any Physical Note constituting a Restricted Note delivered in
exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d)
shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section
2.17, bear the Private Placement Legend or, in the case of the Regulation S
Global Note, the legend set forth in Exhibit C, in each case, unless the Company
determines otherwise in compliance with applicable law.

            (f) On or prior to the 40th day after the later of the commencement
of the offering of the Notes represented by the Regulation S Global Note and the
issue date of such Notes (such period through and including such 40th day, the
"Restricted Period"), a beneficial interest in a Regulation S Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
corresponding Restricted Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is
being made (i)(a) to a Person that the transferor reasonably believes is a
Qualified Institutional Buyer in a transaction meeting the requirements of Rule
144A or (b) pursuant to another exemption from the registration requirements
under the Securities Act which is accompanied by an opinion of counsel regarding
the availability of such exemption and (ii) in accordance with all applicable
securities laws of any state of the United States or any other jurisdiction.

            (g) Beneficial interests in the Restricted Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee a
written certificate to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Restricted Period, the
interest transferred will be held immediately thereafter through Euroclear or
CEDEL.
<PAGE>
                                      -41-


            (h) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note shall, upon transfer, cease to be an interest in such Global Note
and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

            (i) The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.

SECTION 2.17. Special Transfer Provisions.

            (a) Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Restricted Note
to any Institutional Accredited Investor which is not a QIB or to any Non-U.S.
Person:

            (i) the Registrar shall register the transfer of any Note
      constituting a Restricted Note, whether or not such Note bears the Private
      Placement Legend, if (x) the requested transfer is after May 17, 2003 or
      such other date as such Note shall be freely transferable under Rule 144
      as certified in an Officers' Certificate or (y) (1) in the case of a
      transfer to an Institutional Accredited Investor which is not a QIB
      (excluding Non-U.S. Persons), the proposed transferee has delivered to the
      Registrar a certificate substantially in the form of Exhibit E hereto or
      (2) in the case of a transfer to a Non-U.S. Person (including a QIB), the
      proposed transferor has delivered to the Registrar a certificate
      substantially in the form of Exhibit F hereto; provided that in the case
      of any transfer of a Note bearing the Private Placement Legend for a Note
      not bearing the Private Placement Legend, the Registrar has received an
      Officers' Certificate authorizing such transfer; and

            (ii) if the proposed transferor is an Agent Member holding a
      beneficial interest in a Global Note, upon receipt by the Registrar of (x)
      the certificate, if any, required by paragraph (i) above and (y)
      instructions given in accordance with the Depository's and the Registrar's
      procedures,

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in a Global Note to be transferred,
and (b) the Registrar shall reflect on its books and records the date and an
increase in the principal amount of a Global Note in an amount equal to the
prin-
<PAGE>
                                      -42-


cipal amount of the beneficial interest in the Global Note transferred or the
Company shall execute and the Trustee shall authenticate and make available for
delivery one or more Physical Notes of like tenor and amount.

            (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration or any proposed registration of transfer of a Note
constituting a Restricted Note to a QIB (excluding transfers to Non-U.S.
Persons):

            (i) the Registrar shall register the transfer if such transfer is
      being made by a proposed transferor who has checked the box provided for
      on such Holder's Note stating, or has otherwise advised the Company and
      the Registrar in writing, that the sale has been made in compliance with
      the provisions of Rule 144A to a transferee who has signed the
      certification provided for on such Holder's Note stating, or has otherwise
      advised the Company and the Registrar in writing, that it is purchasing
      the Note for its own account or an account with respect to which it
      exercises sole investment discretion and that it and any such account is a
      QIB within the meaning of Rule 144A, and is aware that the sale to it is
      being made in reliance on Rule 144A and acknowledges that it has received
      such information regarding the Company as it has requested pursuant to
      Rule 144A or has determined not to request such information and that it is
      aware that the transferor is relying upon its foregoing representations in
      order to claim the exemption from registration provided by Rule 144A; and

            (ii) if the proposed transferee is an Agent Member, and the Notes to
      be transferred consist of Physical Notes which after transfer are to be
      evidenced by an interest in the Global Note, upon receipt by the Registrar
      of instructions given in accordance with the Depository's and the
      Registrar's procedures, the Registrar shall reflect on its books and
      records the date and an increase in the principal amount of the Global
      Note in an amount equal to the principal amount of the Physical Notes to
      be transferred, and the Trustee shall cancel the Physical Notes so
      transferred.

            (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) it has received the Officers' Certificate
required by paragraph (a)(i)(y) of this Section 2.17, (ii) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Company and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act and the Registrar has received
an Officers' Certificate from the Company to such effect.
<PAGE>
                                      -43-


            (d) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

            The Registrar shall retain for a period of two years copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Company shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18. Computation of Interest.

            Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

            If the Company elects to redeem Notes pursuant to paragraph 5 of the
Notes, at least 45 days prior to the Redemption Date (unless a shorter notice
shall be agreed to in writing by the Trustee) but not more than 65 days before
the Redemption Date, the Company shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the redemption
price, and deliver to the Trustee an Officers' Certificate stating that such
redemption will comply with the conditions contained in paragraph 5 of the
Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be
revoked after the time that notice is given to Noteholders pursuant to Section
3.03.

SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

            In the event that fewer than all of the Notes are to be redeemed,
the Trustee shall select the Notes to be redeemed, if the Notes are listed on a
national securities exchange, in accordance with the rules of such exchange or,
if the Notes are not so listed, either on a pro rata basis or by lot, or such
other method as the Trustee shall deem fair and appropriate. The Trustee shall
promptly notify the Company of the Notes selected for redemption and, in the
case of any Notes selected for partial redemption, the principal amount thereof
to be redeemed. The Trustee may select for redemption portions of the principal
of the Notes that
<PAGE>
                                      -44-


have denominations larger than $1,000. Notes and portions thereof the Trustee
selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For
all purposes of this Indenture unless the context otherwise requires, provisions
of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption.

            At least 30 days, and no more than 60 days, before a Redemption
Date, the Company shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.04 hereof.

            The notice shall identify the Notes to be redeemed (including the
CUSIP numbers thereof) and shall state:

            (1) the Redemption Date;

            (2) the redemption price and the amount of premium and accrued
      interest to be paid;

            (3) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      Redemption Date and upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion will be issued;

            (4) the name and address of the Paying Agent;

            (5) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (6) that unless the Company defaults in making the redemption
      payment, interest on Notes called for redemption ceases to accrue on and
      after the Redemption Date;

            (7) the provision of paragraph 5 of the Notes, as the case may be,
      pursuant to which the Notes called for redemption are being redeemed; and

            (8) the aggregate principal amount of Notes that are being redeemed.

            At the Company's written request made at least five Business Days
prior to the date on which notice is to be given, the Trustee shall give the
notice of redemption in the Company's name and at the Company's sole expense.
<PAGE>
                                      -45-


SECTION 3.04. Effect of Notice of Redemption.

            Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including any premium, plus interest accrued to the
Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at
the redemption price, including any premium, plus interest accrued to the
Redemption Date, provided that if the Redemption Date is after a regular record
date and on or prior to the Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Notes registered on the relevant record
date, and provided, further, that if a Redemption Date is a Legal Holiday,
payment shall be made on the next succeeding Business Day and no interest shall
accrue for the period from such Redemption Date to such succeeding Business Day.

SECTION 3.05. Deposit of Redemption Price.

            On or prior to 10:00 A.M., New York City time, on each Redemption
Date, the Company shall deposit with the Paying Agent in immediately available
funds money sufficient to pay the redemption price of, including premium, if
any, and accrued interest on all Notes to be redeemed on that date other than
Notes or portions thereof called for redemption on that date which have been
delivered by the Company to the Trustee for cancellation.

            On and after any Redemption Date, if money sufficient to pay the
redemption price of, including premium, if any, and accrued interest on Notes
called for redemption shall have been made available in accordance with the
preceding paragraph, the Notes called for redemption will cease to accrue
interest and the only right of the Holders of such Notes will be to receive
payment of the redemption price of and, subject to the first proviso in Section
3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any
Note surrendered for redemption shall not be so paid, interest will be paid,
from the Redemption Date until such redemption payment is made, on the unpaid
principal of the Note and any interest not paid on such unpaid principal, in
each case at the rate and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

            Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for the Holder thereof a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.
<PAGE>
                                      -46-


                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. Payment of Notes.

            The Company shall pay the principal of and interest (including all
Additional Interest as provided in the Exchange and Registration Rights
Agreement) on the Notes on the dates and in the manner provided in the Notes and
this Indenture. An installment of principal or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment.

            The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Notes.

SECTION 4.02. Maintenance of Office or Agency.

            The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

            The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

            The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.04.
<PAGE>
                                      -47-


SECTION 4.03. Legal Existence.

            Subject to Article Five hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
legal existence, and the corporate, partnership or other existence of each
Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Restricted
Subsidiary and the material rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries; provided that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Restricted
Subsidiaries if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders.

SECTION 4.04. [Intentionally Omitted]

SECTION 4.05. Waiver of Stay, Extension or Usury Laws.

            Each of the Company and each of the Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon, or
plead (as a defense or otherwise) or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
which would prohibit or forgive any of the Company and the Guarantors from
paying all or any portion of the principal of, premium, if any, and/or interest
on the Notes as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that they may lawfully do so) each of the Company
and the Guarantors hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

SECTION 4.06. Compliance Certificate.

            The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during such fiscal year has been
made under the supervision of the signing Officers with a view to determining
whether the Company and the Guarantors have kept, observed, performed and
fulfilled their obligations under this Indenture, and further stating, as to
each such Officer signing such certificate, that to the best of his or her
knowledge, the Company and the Guarantors have kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and are not in
default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default shall have occurred, describing all such
Defaults of which he or she may have knowledge and what action they are taking
or pro-
<PAGE>
                                      -48-


pose to take with respect thereto) and that to the best of his or her knowledge
no event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action the
Company and the Guarantors are taking or propose to take with respect thereto.

            The Company will deliver to the Trustee, within 15 days after the
occurrence thereof, an Officers' Certificate detailing any Default of which it
is aware, its status and what action the Company is taking or proposes to take
with respect to such Default.

            The Company's fiscal year currently ends on December 31. The Company
will provide written notice to the Trustee of any change in its fiscal year.

SECTION 4.07. [Intentionally Omitted]

SECTION 4.08. Limitation on Incurrence of Additional Indebtedness.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, incur any Indebtedness other than
Permitted Indebtedness; provided, however, that if no Default has occurred and
is continuing at the time of or would occur as a consequence of the incurrence
of any such Indebtedness, the Company or any Guarantor may incur Indebtedness
(including Acquired Indebtedness), and Restricted Subsidiaries which are not
Guarantors may incur Acquired Indebtedness, in each case if, after giving effect
to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the
Company is at least 2.0 to 1.0 (the "Coverage Ratio Exception").

            The Company will not, directly or indirectly, in any event incur any
Indebtedness that purports to be by its terms (or by the terms of any agreement
governing such Indebtedness) subordinated to any other Indebtedness of the
Company unless such Indebtedness is also by its terms (or by the terms of any
agreement governing such Indebtedness) subordinated to the Notes to the same
extent and in the same manner as such Indebtedness is subordinated to such other
Indebtedness of the Company.

            No Guarantor will, directly or indirectly, in any event incur any
Indebtedness that purports to be by its terms (or by the terms of any agreement
governing such Indebtedness) subordinated to any other Indebtedness of such
Guarantor unless such Indebtedness is also by its terms (or by the terms of any
agreement governing such Indebtedness) subordinated to the Note Guarantee of
such Guarantor to the same extent and in the same manner as such Indebtedness is
subordinated to such other Indebtedness of such Guarantor.

            Notwithstanding any other provision in this Section 4.08, the
maximum amount of Indebtedness that the Company or any Restricted Subsidiary may
incur pursuant to
<PAGE>
                                      -49-


this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations
in the exchange rates of currencies. For purposes of determining compliance with
this Section 4.08:

            (a) the outstanding principal amount of any particular Indebtedness
      shall be counted only once and any obligation arising under any guarantee,
      Lien, letter of credit or similar instrument supporting such Indebtedness
      shall be disregarded; and

            (b) in the event that an item of Indebtedness meets the criteria of
      more than one of the categories of Permitted Indebtedness described in
      clauses (3) through (19) of the definition of "Permitted Indebtedness" or
      is entitled to be incurred pursuant to the Coverage Ratio Exception, the
      Company shall, in its sole discretion, classify such item of Indebtedness
      in any manner that complies with this Section 4.08 (provided that all
      outstanding Indebtedness under the Credit Agreement on the Issue Date
      shall be deemed to have been incurred pursuant to clause (3) of the
      definition of "Permitted Indebtedness") and may later reclassify such item
      into any one or more of the categories of Permitted Indebtedness described
      in clauses (3) through (19) of the definition of "Permitted Indebtedness"
      (provided that at the time of reclassification it meets the criteria in
      such category or categories).

            This Section 4.08 will not apply after the Fall-Away Event.

SECTION 4.09. Limitation on Restricted Payments.

            The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment
if at the time of such Restricted Payment or immediately after giving effect
thereto,

      (A)   a Default has occurred and is continuing;

      (B)   the Company is not able to incur at least $1.00 of additional
            Indebtedness pursuant to the Coverage Ratio Exception; or

      (C)   the aggregate amount of Restricted Payments made after the Issue
            Date, including the fair market value as reasonably determined in
            good faith by the Board of Directors of the Company of non-cash
            amounts constituting Restricted Payments, shall exceed the sum of,
            without duplication,

            (1)   50% of the cumulative Consolidated Net Income (or if
                  cumulative Consolidated Net Income shall be a loss, minus 100%
                  of such loss) of the Company from the beginning of the fiscal
                  quarter in which the Issue Date occurs through the last day of
                  the most recently ended fiscal quarter for which internal
                  financial statements are available at the time
<PAGE>
                                      -50-


                  of the Restricted Payment (treating such period as a single
                  accounting period); plus

            (2)   100% of the aggregate net cash proceeds received by the
                  Company from any Person (other than a Subsidiary of the
                  Company) from the issuance and sale subsequent to the Issue
                  Date of Qualified Capital Stock of the Company; plus

            (3)   the amount by which Indebtedness of the Company or any of its
                  Restricted Subsidiaries incurred after the Issue Date is
                  reduced on the Company's consolidated balance sheet upon the
                  conversion or exchange (other than by a Subsidiary of the
                  Company) of such Indebtedness into Qualified Capital Stock
                  plus the net proceeds (including the fair market value of
                  assets other than cash) received by the Company from the
                  issuance and sale of convertible or exchangeable Disqualified
                  Capital Stock that has been converted into or exchanged for
                  Qualified Capital Stock (other than Disqualified Capital Stock
                  sold to a Subsidiary of the Company), in each case, less the
                  amount of any cash, or the fair market value of any other
                  assets, distributed by the Company or any of its Restricted
                  Subsidiaries upon such conversion or exchange; plus

            (4)   to the extent not otherwise included in the calculation of
                  Consolidated Net Income for purposes of clause (1) above, 100%
                  of the aggregate net proceeds (including the fair market value
                  of assets other than cash) received by the Company or any of
                  its Restricted Subsidiaries upon the sale or other disposition
                  of any Investment made by the Company and its Restricted
                  Subsidiaries since the Issue Date; provided, however, that the
                  foregoing sum shall not exceed, in the case of any investee,
                  the aggregate amount of Investments previously made (and
                  treated as a Restricted Payment) by the Company or any of its
                  Restricted Subsidiaries in such investee subsequent to the
                  Issue Date; plus

            (5)   to the extent not otherwise included in the calculation of
                  Consolidated Net Income for purposes of clause (1) above, an
                  amount equal to the sum of (x) the net reduction in
                  Investments in Unrestricted Subsidiaries of the Company
                  resulting from dividends, repayments of loans or advances or
                  other transfers of assets, in each case to the Company or any
                  of its Restricted Subsidiaries from Unrestricted Subsidiaries
                  of the Company, and (y) the fair market value of the net
                  assets of an Unrestricted Subsidiary of the Company at the
                  time such Unrestricted Subsidiary is designated a Restricted
                  Subsidiary multiplied by the Com-
<PAGE>
                                      -51-


                  pany's proportionate interest in such Subsidiary; provided,
                  however, that the foregoing sum shall not exceed, in the case
                  of any Unrestricted Subsidiary, the aggregate amount of
                  Investments previously made (and treated as a Restricted
                  Payment) by the Company or any of its Restricted Subsidiaries
                  in such Unrestricted Subsidiary subsequent to the Issue Date.

            Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

      (1)   the payment of any dividend within 90 days after the date of
            declaration of such dividend if the dividend would have been
            permitted on the date of declaration;

      (2)   the acquisition of any Capital Stock of the Company, either (A)
            solely in exchange for Qualified Capital Stock of the Company or (B)
            if no Default has occurred and is continuing, through the
            application of the net proceeds of a substantially concurrent
            issuance and sale for cash (other than to a Subsidiary of the
            Company) of Qualified Capital Stock of the Company;

      (3)   the acquisition of any Indebtedness of the Company or any Guarantor
            that is subordinate or junior in right of payment to the Notes or
            the Note Guarantee of such Guarantor, as the case may be, either (A)
            solely in exchange for Qualified Capital Stock of the Company or
            Refinancing Indebtedness in respect of such Indebtedness, or (B) if
            no Default has occurred and is continuing, through the application
            of net proceeds of a substantially concurrent sale or incurrence for
            cash (other than to a Subsidiary of the Company) of (x) Qualified
            Capital Stock of the Company or (y) Refinancing Indebtedness in
            respect of such Indebtedness;

      (4)   if no Default has occurred and is continuing or would occur as a
            consequence thereof, the declaration and payment of dividends to
            holders of any class or series of Designated Preferred Stock (other
            than Disqualified Capital Stock) issued on or after the Issue Date;
            provided that, at the time of such issuance, the Company, after
            giving effect to such issuance on a pro forma basis, would be able
            to incur at least $1.00 of additional Indebtedness pursuant to the
            Coverage Ratio Exception;

      (5)   repurchases of Capital Stock deemed to occur upon the exercise of
            stock options if such Capital Stock represents a portion of the
            exercise price thereof and repurchases of Capital Stock deemed to
            occur upon the withholding of a
<PAGE>
                                      -52-


            portion of the Capital Stock granted or awarded to an employee to
            pay for the taxes payable by such employee upon such grant or award;
            and

      (6)   additional Restricted Payments in an aggregate amount not to exceed
            $60.0 million since the Issue Date.

Issuances of Capital Stock pursuant to any clause in this paragraph shall not
increase the amount available for Restricted Payments under clause (C) of the
immediately preceding paragraph.

            Not later than the date of making any Restricted Payment pursuant to
clause (C) of the second preceding paragraph, the Company shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment complies
with this Indenture and setting forth in reasonable detail the basis upon which
the required calculations were computed. This Section 4.09 will not apply after
the Fall-Away Event.

SECTION 4.10. Limitation on Asset Sales.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

      (1)   the Company or the applicable Restricted Subsidiary receives
            consideration at the time of such Asset Sale at least equal to the
            fair market value of the assets that are sold or otherwise disposed
            of, as reasonably determined in good faith by the Company's Board of
            Directors; and

      (2)   at least 75% of the consideration received by the Company or the
            applicable Restricted Subsidiary from the Asset Sale is in the form
            of cash or Cash Equivalents; provided that in the case of the sale
            of all of the IMC Salt Business Unit and Ogden, in the alternative,
            up to 35% of the consideration received by the Company or the
            applicable Restricted Subsidiary in the sale may be in the form of
            Capital Stock of the Person that will hold the IMC Salt Business
            Unit and Ogden following the Asset Sale if the remainder is in the
            form of cash or Cash Equivalents; provided, further, that the
            requirement in this clause (2) shall not apply in the case of the
            sale of all or any part of the IMC Chemicals Business Unit.

For the purposes of clause (2) above, the amount of any Indebtedness shown on
the most recent applicable balance sheet of the Company or the applicable
Restricted Subsidiary, other than Indebtedness that is by its terms subordinated
to the Notes or any Note Guarantee, that is assumed by the transferee of any
such assets will be deemed to be cash.
<PAGE>
                                      -53-


            Additionally, the Company or such Restricted Subsidiary, as the case
may be, must apply the Net Cash Proceeds from each Asset Sale to:

      (1)   repay Indebtedness under the Credit Agreement;

      (2)   repay (including by purchase) secured obligations;

      (3)   repay (including by purchase) any Indebtedness of any Restricted
            Subsidiary that is not a Guarantor;

      (4)   make an investment in or expenditures for assets (including Capital
            Stock of any entity) that replace the assets that were the subject
            of the Asset Sale or in assets (including Capital Stock of any
            entity) that will be used in the business of the Company and its
            Subsidiaries as existing on the Issue Date or in businesses
            reasonably related thereto ("Replacement Assets"); and/or

      (5)   in the case of Net Cash Proceeds from the sale of any of the
            Specified Discontinued Businesses only, repay (including by
            purchase) the Company's outstanding 7.40% notes due 2002, 6.50%
            notes due 2003, 6.55% notes due 2005 and/or 7.625% notes due 2005,
            or place into escrow funds that will be used solely to repay such
            notes.

            Any Net Cash Proceeds that the Company does not apply, or decides
not to apply, in accordance with the preceding paragraph will constitute a "Net
Proceeds Offer Amount." The 366th day after an Asset Sale or any earlier date on
which the Board of Directors of the Company determines not to apply the Net Cash
Proceeds in accordance with the preceding paragraph is a "Net Proceeds Offer
Trigger Date." When the aggregate Net Proceeds Offer Amount is equal to or
exceeds $25.0 million, the Company must make an offer to purchase (the "Net
Proceeds Offer") on a date that is not less than 30 days nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date, from

      (a)   all Holders of Notes and

      (b)   all holders of other Indebtedness ("Other Indebtedness") that (x) is
            not, by its terms, expressly subordinated in right of payment to the
            Notes and (y) contains provisions requiring that an offer to
            purchase such Other Indebtedness be made with the proceeds from the
            Asset Sale,

on a pro rata basis, the maximum principal amount of Notes and Other
Indebtedness that may be purchased with the Net Proceeds Offer Amount. The offer
price for Notes in any Net Proceeds Offer will be equal to 100% of the principal
amount of the Notes to be purchased, plus any accrued and unpaid interest on
such Notes, if any, to the date of purchase.
<PAGE>
                                      -54-


            The following events will be deemed to constitute an Asset Sale and
the Net Cash Proceeds from such Asset Sale must be applied in accordance with
this Section 4.10:

      (1)   in the event any non-cash consideration received by the Company or
            any Restricted Subsidiary of the Company in connection with any
            Asset Sale is converted into or sold or otherwise disposed of for
            cash (other than interest received with respect to any such non-cash
            consideration), or

      (2)   in the event of the transfer of substantially all, but not all, of
            the assets of the Company and its Restricted Subsidiaries as an
            entirety to a Person in a transaction permitted under Section 5.01,
            and as a result thereof the Company is no longer an obligor on the
            Notes, the successor corporation shall be deemed to have sold the
            assets of the Company and its Restricted Subsidiaries not so
            transferred for purposes of this Section 4.10, and shall comply with
            the provisions of this Section 4.10 with respect to such deemed sale
            as if it were an Asset Sale. In addition, the fair market value of
            such assets of the Company or its Restricted Subsidiaries deemed to
            be sold shall be deemed to be Net Cash Proceeds for purposes of this
            Section 4.10.

            Notwithstanding the provisions described in the immediately
preceding paragraphs, the Company and its Restricted Subsidiaries may consummate
an Asset Sale without complying with such provisions to the extent that (a) at
least 75% of the consideration for such Asset Sale constitutes Replacement
Assets and (b) such Asset Sale is for fair market value. Any cash consideration
that does not constitute Replacement Assets that is received by the Company or
any of its Restricted Subsidiaries in connection with any Asset Sale permitted
under this paragraph will constitute Net Cash Proceeds and will be subject to
the provisions described in the preceding paragraphs.

            The Company shall mail a notice of a Net Proceeds Offer by
first-class mail, postage prepaid, to the record Holders as shown on the
register of Holders within 30 days following the Net Proceeds Offer Trigger
Date, with a copy to the Trustee, containing all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds
Offer and shall state the following terms:

      (1)   that the Net Proceeds Offer is being made pursuant to this Section
            4.10, that all Notes tendered will be accepted for payment;
            provided, however, that if the aggregate principal amount of Notes
            and Other Indebtedness tendered in a Net Proceeds Offer plus accrued
            interest at the expiration of such offer exceeds the aggregate
            amount of the Net Proceeds Offer, the Company shall select on a pro
            rata basis, the Notes and Other Indebtedness to be purchased (with
            such adjustments as may be deemed appropriate by the Company so that
            only Notes in denominations of $1,000, as applicable, or multiples
            thereof shall be pur-
<PAGE>
                                      -55-


            chased) and that the Net Proceeds Offer shall remain open for a
            period of 20 business days or such longer periods as may be required
            by law;

      (2)   the offer price (including the amount of accrued interest) and the
            Net Proceeds Offer date of payment ("Net Proceeds Offer Payment
            Date") (which shall be not less than 30 nor more than 45 days
            following the applicable Net Proceeds Offer Trigger Date and which
            shall be at least five business days after the Trustee receives
            notice thereof from the Company);

      (3)   that any Note not tendered will continue to accrue interest;

      (4)   that, unless the Company defaults in making payment therefor, any
            Note accepted for payment pursuant to the Net Proceeds Offer shall
            cease to accrue interest after the Net Proceeds Offer Payment Date;

      (5)   that Holders electing to have a Note purchased pursuant to a Net
            Proceeds Offer will be required to surrender such Note, with the
            form entitled "Option of Holder to Elect Purchase" on the reverse of
            the Note completed, to the Paying Agent at the address specified in
            the notice prior to the close of business on the business day prior
            to the Net Proceeds Offer Payment Date;

      (6)   that Holders will be entitled to withdraw their election if the
            Paying Agent receives, not later than the second business day prior
            to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile
            transmission or letter setting forth the name of such Holder, the
            principal amount of the Notes such Holder delivered for purchase and
            a statement that such Holder is withdrawing his election to have
            such Note purchased; and

      (7)   that Holders whose Notes are purchased only in part will be issued
            new Notes in a principal amount equal to the unpurchased portion of
            the Note surrendered; provided, however, that each Note purchased
            and each new Note issued shall be in an original principal amount of
            $1,000 or integral multiples thereof.

            On or before the Net Proceeds Offer Payment Date, the Company shall
(a) accept for payment Notes or portions thereof (in integral multiples of
$1,000) validly tendered pursuant to the Net Proceeds Offer, (b) deposit with
the Paying Agent in accordance with Section 2.15 U.S. Dollars sufficient to pay
the purchase price plus accrued and unpaid interest, if any, of all Notes to be
purchased and (c) deliver to the Trustee Notes so accepted together with an
Officers' Certificate stating the Notes or portions thereof being purchased by
the Company. Upon receipt by the Paying Agent of the monies specified in clause
(b) above and a copy of the Officers' Certificate specified in clause (c) above,
the Paying Agent shall promptly mail to the Holders of Notes so accepted payment
in an amount equal to the pur-
<PAGE>
                                      -56-


chase price plus accrued and unpaid interest, if any, out of the funds deposited
with the Paying Agent in accordance with the preceding sentence. The Trustee
shall promptly authenticate and mail to such Holders new Notes equal in
principal amount to any unpurchased portion of the Notes surrendered. Upon the
payment of the purchase price for the Notes accepted for purchase, the Trustee
shall return the Notes purchased to the Company for cancellation. Any monies
remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be
returned within three business days by the Trustee to the Company except with
respect to monies owed as obligations to the Trustee pursuant to Article Seven.
For purposes of this Section 4.10, the Trustee shall act as the Paying Agent.

            To the extent the amount of Notes tendered pursuant to any Net
Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net
Proceeds Offer, the Company may use any remaining portion of such Net Cash
Proceeds not required to fund the repurchase of tendered Notes for general
corporate purposes and such Net Proceeds Offer Amount shall be reset to zero.

            The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.10, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
the provisions of this Section 4.10 by virtue thereof.

            This Section 4.10 will not apply after the Fall-Away Event.

SECTION 4.11. Limitation on Dividend and Other Payment Restrictions
              Affecting Subsidiaries.

            The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary of the Company to:

      (A)   pay dividends or make any other distributions on or in respect of
            its Capital Stock to the Company or any of its Restricted
            Subsidiaries;

      (B)   make loans or advances or pay any Indebtedness or other obligations
            owed to the Company or any of its Restricted Subsidiaries; or

      (C)   transfer any of its assets to the Company or any of its Restricted
            Subsidiaries,
<PAGE>
                                      -57-


except for such encumbrances or restrictions existing under or by reason of:

      (1)   applicable laws, rules and regulations;

      (2)   this Indenture and the 2008 Indenture;

      (3)   customary provisions of any contract or lease (other than a capital
            lease or a lease in a sale and leaseback transaction) governing a
            leasehold interest of the Company or any of its Restricted
            Subsidiaries;

      (4)   any agreements existing at the time of acquisition of any Person or
            the assets of the Person so acquired (including agreements governing
            Acquired Indebtedness), which encumbrance or restriction is not
            applicable to any Person, or the assets of any Person, other than
            the Person or the assets or Capital Stock of the Person so acquired;

      (5)   agreements existing on the Issue Date to the extent and in the
            manner such agreements are in effect on such date;

      (6)   restrictions imposed by any agreement to sell assets permitted under
            this Indenture relating to such assets pending the closing of such
            sale;

      (7)   Indebtedness or other contractual requirements of a Securitization
            Entity in connection with a Qualified Securitization Transaction;
            provided that such restrictions apply only to such Securitization
            Entity;

      (8)   Liens incurred in accordance with Section 4.15;

      (9)   restrictions on cash or other deposits or net worth imposed by
            customers under contracts entered into in the ordinary course of
            business;

      (10)  the Credit Agreement as in effect on the Issue Date;

      (11)  any restriction under an agreement governing Indebtedness of a
            Foreign Subsidiary incurred in compliance with Section 4.08;

      (12)  customary restrictions in Capitalized Lease Obligations, security
            agreements or mortgages securing Indebtedness of the Company or any
            of its Restricted Subsidiaries to the extent such restrictions
            restrict the transfer of the property subject to such Capitalized
            Lease Obligations, security agreements or mortgages;

      (13)  customary provisions in joint venture agreements and other similar
            agreements, in each case relating solely to the respective joint
            venture or similar entity or
<PAGE>
                                      -58-


            the equity interests therein; provided that this clause (13) shall
            not affect the limitation in clause (5) of the definition of
            "Permitted Investments";

      (14)  contracts entered into in the ordinary course of business, not
            relating to Indebtedness, and that do not, individually or in the
            aggregate, detract from the value of assets of the Company or any of
            its Restricted Subsidiaries in any manner material to the Company or
            any of its Restricted Subsidiaries;

      (15)  purchase money obligations for property acquired in the ordinary
            course of business that impose encumbrances or restrictions on the
            ability of any Restricted Subsidiary of the Company to transfer the
            property so acquired to the Company or any of its other Restricted
            Subsidiaries; and

      (16)  an agreement governing Indebtedness incurred to Refinance the
            Indebtedness incurred pursuant to an agreement referred to in clause
            (2), (4), (5), (10) or (15) above; provided, however, that the
            provisions relating to such encumbrance or restriction contained in
            any such Refinancing Indebtedness are not materially less favorable
            to the Holders of Notes in the aggregate as reasonably determined by
            the Board of Directors of the Company in their good faith judgment
            than the provisions relating to such encumbrance or restriction
            contained in agreements referred to in such clause (2), (4), (5),
            (10) or (15).

            In addition, the Company will use its commercially reasonable
efforts, consistent with its contractual obligations and fiduciary duties to its
joint ventures, not to permit any of its joint ventures that are not Restricted
Subsidiaries of the Company to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any restriction on the ability of
such joint venture to:

      (A)   pay dividends or make any other distributions to the Company or any
            of its Restricted Subsidiaries on its Capital Stock or with respect
            to any other interest or participation in, or measured by, its
            profits;

      (B)   make loans or advances or pay any Indebtedness owed to the Company
            or any of its Restricted Subsidiaries; or

      (C)   transfer any of its assets to the Company or any of its Restricted
            Subsidiaries,

except for those restrictions existing under or by reason of:

      (1)   such joint venture's joint venture agreement or its credit facility,
            or
<PAGE>
                                      -59-


      (2)   the restrictions described in clauses (1) through (16), as
            applicable, of the first sentence of this Section 4.11 (assuming
            that references therein to Restricted Subsidiary were references to
            such joint venture).

            This Section 4.11 will not apply after the Fall-Away Event.

SECTION 4.12. Limitation on Transactions with Affiliates.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions with, or for the benefit of, any
of its Affiliates (each, an "Affiliate Transaction"), other than

      (a)   Affiliate Transactions described in the last paragraph of this
            Section 4.12; and

      (b)   Affiliate Transactions on terms that are no less favorable to the
            Company or the relevant Restricted Subsidiary than those terms that
            would reasonably have been obtained at that time in a comparable
            transaction by the Company or the relevant Restricted Subsidiary and
            an unrelated Person.

            The Board of Directors of the Company must approve each Affiliate
Transaction that involves aggregate payments or other assets with a fair market
value in excess of $15.0 million. This approval must be evidenced by a board
resolution that states that such board has determined that the transaction
complies with the foregoing provisions.

            If the Company or any Restricted Subsidiary of the Company enters
into an Affiliate Transaction that involves aggregate payments or other assets
with a fair market value in excess of $30.0 million, then prior to the
consummation of that Affiliate Transaction, the Company must obtain a favorable
opinion from an Independent Financial Advisor as to the fairness of that
Affiliate Transaction to the Holders of Notes from a financial point of view,
and deliver that opinion to the Trustee.

            The restrictions described in the preceding paragraphs of this
Section 4.12 do not apply to:

      (1)   reasonable fees and compensation paid to and indemnity provided on
            behalf of officers, directors, employees or consultants of the
            Company or any of its Restricted Subsidiaries as reasonably
            determined in good faith by the Company's Board of Directors or
            senior management;
<PAGE>
                                      -60-


      (2)   transactions exclusively between or among the Company and any of its
            Restricted Subsidiaries or exclusively between or among such
            Restricted Subsidiaries, provided such transactions are not
            otherwise prohibited by this Indenture;

      (3)   any agreement in effect on the Issue Date as in effect on the Issue
            Date or as thereafter amended in a manner not materially less
            favorable to the Holders of Notes in the aggregate;

      (4)   Permitted Investments and Restricted Payments made in compliance
            with Section 4.09 of this Indenture; and

      (5)   transactions between any of the Company or any of its Subsidiaries
            and any Securitization Entity in connection with a Qualified
            Securitization Transaction, in each case provided that such
            transactions are not otherwise prohibited by this Indenture.

            This Section 4.12 will not apply after the Fall-Away Event.

SECTION 4.13. Limitation on Designations of Unrestricted Subsidiaries.

            The Board of Directors of the Company may designate (a
"Designation") any Restricted Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary of the Company) to be an Unrestricted
Subsidiary of the Company, so long as such Designation would not cause a
Default.

            For purposes of making the determination of whether such Designation
would cause a Default, the portion of the fair market value of the net assets of
any Subsidiary of the Company at the time that such Subsidiary is designated an
Unrestricted Subsidiary that is represented by the interest of the Company and
its Restricted Subsidiaries (excluding Permitted Investments) in such
Subsidiary, in each case as determined in good faith by the Board of Directors
of the Company, shall be deemed to be a Restricted Payment. Such Designation
will only be permitted if such Restricted Payment would be permitted at such
time.

            The Board of Directors of the Company may revoke any Designation of
a Subsidiary of the Company as an Unrestricted Subsidiary (a "Revocation");
provided that:

      (a)   no Default has occurred and is continuing at the time of or after
            giving effect to such Revocation; and

      (b)   all Liens and Indebtedness of such Unrestricted Subsidiary
            outstanding immediately after such Revocation would, if incurred at
            such time, have been per-
<PAGE>
                                      -61-


            mitted to be incurred (and shall be deemed to have been incurred)
            for all purposes of this Indenture.

            Any such Designation or Revocation by the Board of Directors of the
Company after the Issue Date shall be evidenced to the Trustee by promptly
filing with the Trustee a copy of the resolution of the Board of Directors of
the Company giving effect to such Designation or Revocation and an Officers'
Certificate certifying that such Designation or Revocation complied with the
foregoing provisions.

            This Section 4.13 will not apply after the Fall-Away Event.

SECTION 4.14. Conduct of Business.

            The Company and its Restricted Subsidiaries (other than a
Securitization Entity) will not engage in any businesses that are not the same,
similar, related or ancillary to the businesses in which the Company and its
Restricted Subsidiaries are engaged on the Issue Date, except to the extent that
after engaging in any new business, the Company and its Restricted Subsidiaries,
taken as a whole, remain substantially engaged in similar lines of business as
are conducted by them on the Issue Date.

            This Section 4.14 will not apply after the Fall-Away Event.

SECTION 4.15. Limitations on Liens and Sale and Leaseback
              Transactions.

            (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, incur any Liens of any kind other than Permitted Liens upon any
Principal Property or any shares of stock or debt of any Restricted Subsidiary
owned as of the Issue Date or thereafter acquired, unless all payments due under
the Notes are secured on an equal and ratable basis with the obligation so
secured until such time as such obligation is no longer secured by a Lien.

            (b) The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any arrangement with any Person providing for the
leasing by the Company or any Restricted Subsidiary of any Principal Property,
except for temporary leases for a term, including any renewal, of not more than
five years and except for leases between the Company and a Restricted Subsidiary
or between Restricted Subsidiaries, which Principal Property has been or is to
be sold or transferred by the Company or such Restricted Subsidiary to such
Person (hereinafter, a "Sale and Leaseback Transaction"), unless either

      (1)   the Company or such Restricted Subsidiary would be entitled, in
            accordance with clause (a) (other than by operation of clause (c)),
            to incur Indebtedness se-
<PAGE>
                                      -62-


            cured by a Lien on such property without equally and ratably
            securing the Notes or

      (2)   the Company within 180 days after the effective date of the Sale and
            Leaseback Transaction applies an amount equal to the Value of such
            transaction to the voluntary retirement of its Funded Debt.

            (c) Notwithstanding clauses (a) and (b), the Company and its
Restricted Subsidiaries may incur Indebtedness which would otherwise be subject
to the limitation of clause (a) without securing the Notes, or enter into a Sale
and Leaseback Transaction which would otherwise be subject to the limitation of
clause (b) without retiring Funded Debt, or enter into a combination of such
transactions, if the sum of

      (x)   the principal amount of all such Indebtedness incurred after August
            1, 1998 and which would otherwise be or have been prohibited by the
            limitations of clauses (a) and (b) plus

      (y)   the aggregate Value of all such Sale and Leaseback Transactions
            after August 1, 1998

does not at any such time exceed 10% of the consolidated total assets of the
Company and its consolidated Subsidiaries as shown on the most recent audited
consolidated balance sheet contained in the latest annual report to the
stockholders of the Company.

SECTION 4.16. Limitation on Guarantees by Restricted Subsidiaries.

            The Company will not cause or permit any of its Restricted
Subsidiaries, directly or indirectly, to guarantee any Indebtedness of the
Company ("Guaranteed Indebtedness"), unless such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
pursuant to which such Restricted Subsidiary guarantees, jointly and severally
with all other Guarantors, on the same basis as such Guaranteed Indebtedness is
guaranteed, all of the Company's obligations with respect to the Notes. If the
Guaranteed Indebtedness is (x) pari passu with the Notes, then the guarantee of
such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the
Note Guarantee or (y) subordinated to the Notes, then the guarantee of such
Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to
the extent that the Guaranteed Indebtedness is subordinated to the Notes. The
Company shall deliver to the Trustee an opinion of counsel that such
supplemental indenture has been duly authorized, executed and delivered by such
Restricted Subsidiary and, subject to customary exceptions, constitutes a valid
and legally binding and enforceable obligation of such Restricted Subsidiary.
<PAGE>
                                      -63-


SECTION 4.17. Reports to Holders.

            Whether or not required by the Commission, so long as any Notes are
outstanding, the Company must furnish to the Holders of Notes, within the time
periods specified in the Commission's rules and regulations, and make available
to securities analysts and potential investors upon request:

      (1)   all quarterly and annual financial information that would be
            required to be contained in a filing with the Commission on Forms
            10-Q and 10-K if the Company were required to file such forms,
            including a "Management's Discussion and Analysis of Financial
            Condition and Results of Operations" and, with respect to the annual
            information only, a report on the annual financial statements by the
            Company's certified independent accountants; and

      (2)   all current reports that would be required to be filed with the
            Commission on Form 8-K if the Company were required to file such
            reports.

            In addition, whether or not required by the Commission, the Company
will file a copy of all the information and reports referred to above with the
Commission for public availability within the time periods specified in the
Commission's rules and regulations (unless the Commission will not accept such a
filing) and make such information available to security analysts and prospective
investors upon request after such filing.

            If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in Management's Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

SECTION 4.18. Repurchase at the Option of Holders upon Change of
              Control.

            If a Change of Control occurs, each Holder of Notes will have the
right to require the Company to purchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Notes pursuant to the offer
described below (the "Change of Control Offer"). In the Change of Control Offer,
the Company will offer a payment (the "Change of Control Payment") in cash equal
to 101% of the aggregate principal amount of the Notes purchased plus accrued
and unpaid interest on such Notes, if any, to the date of purchase (the "Change
of Control Payment Date").
<PAGE>
                                      -64-


            Within 30 days following the date on which a Change of Control
occurs, the Company shall send, by first-class mail, postage prepaid, a notice
to each Holder of Notes at its last registered address and the Trustee, which
notice shall govern the terms of the Change of Control Offer. The notice to the
Holders shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Change of Control Offer. Such notice
shall state:

      (1)   that the Change of Control Offer is being made pursuant to this
            Section 4.18 and that all Notes validly tendered and not withdrawn
            will be accepted for payment;

      (2)   the Change of Control Payment and the Change of Control Payment Date
            (which shall be no earlier than 30 days nor later than 60 days from
            the date such notice is mailed, other than as may be required by
            law);

      (3)   that any Note not tendered will continue to accrue interest;

      (4)   that, unless the Company defaults in making payment therefor, any
            Note accepted for payment pursuant to the Change of Control Offer
            shall cease to accrue interest after the Change of Control Payment
            Date;

      (5)   that Holders electing to have a Note purchased pursuant to a Change
            of Control Offer will be required to surrender the Note, with the
            form entitled "Option of Holder to Elect Purchase" on the reverse of
            the Note completed, to the Paying Agent and Registrar for the Notes
            at the address specified in the notice prior to the close of
            business on the third Business Day prior to the Change of Control
            Payment Date;

      (6)   that Holders will be entitled to withdraw their election if the
            Paying Agent receives, not later than the second Business Day prior
            to the Change of Control Payment Date, a telegram, telex, facsimile
            transmission or letter setting forth the name of the Holder, the
            principal amount of the Notes the Holder delivered for purchase and
            a statement that such Holder is withdrawing its election to have
            such Note purchased;

      (7)   that Holders whose Notes are purchased only in part will be issued
            new Notes in a principal amount equal to the unpurchased portion of
            the Notes surrendered; provided, however, that each Note purchased
            and each new Note issued shall be in a principal amount of $1,000 or
            integral multiples thereof; and

      (8)   the circumstances and relevant facts regarding such Change of
            Control.
<PAGE>
                                      -65-


            The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable to the purchase of the Notes as
a result of a Change of Control.

            On the Change of Control Payment Date, the Company will, to the
extent lawful: (x) accept for payment all Notes or portions of Notes properly
tendered in the Change of Control Offer; (y) deposit with the Paying Agent an
amount equal to the Change of Control Payment for all Notes or portions of Notes
tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers' Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased by the Company.

            The Paying Agent will promptly mail to each Holder of Notes tendered
the Change of Control Payment for them, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any. Each such new Note will be in a principal amount of $1,000
or an integral multiple of $1,000.

            Except as described in this Section 4.18, this Indenture does not
contain provisions that permit the Holders of Notes to require that the Company
purchase or redeem the Notes in the event of a takeover, recapitalization or
similar transaction.

            The Company will not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

            Notwithstanding the foregoing, the Company will not be required to
make a Change of Control Offer, as provided above, if, in connection with or in
contemplation of any Change of Control, it has made an offer to purchase (an
"Alternate Offer") any and all Notes validly tendered at a cash price equal to
or higher than the Change of Control Payment and has purchased all Notes
properly tendered in accordance with the terms of such Alternate Offer.

            This Section 4.18 will not apply after the Fall-Away Event.

SECTION 4.19. Termination of Certain Covenants in Event of Investment
              Grade Rating.

            After the Fall-Away Event, the provisions of Sections 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.18 and 5.01(a)(3) will not apply. In addition,
the Note Guarantee of each Restricted Subsidiary will be automatically and
unconditionally released and discharged upon the occurrence of the Fall-Away
Event, but only if such Restricted Subsidiary (x) is released
<PAGE>
                                      -66-


from all of its guarantees of the Company's obligations, including its Credit
Agreement Guarantee (other than as a result of payment under any such guarantee)
and (y) is not otherwise an obligor under the Credit Agreement.

            The "Fall-Away Event" shall be deemed to have occurred when:

            (1) the Notes have Investment Grade Ratings from both Rating
      Agencies;

            (2) no Default has occurred and is continuing; and

            (3) the Company has delivered an Officers' Certificate to the
      Trustee certifying that the conditions set forth in clauses (1) and (2)
      above are satisfied.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01. Merger, Consolidation and Sale of Assets.

            (a) The Company will not, directly or indirectly, consolidate or
merge with or into another Person (whether or not the Company is the surviving
Person), or sell, assign, lease, transfer, convey or otherwise dispose of all or
substantially all of the Company's assets (determined on a consolidated basis
for the Company and its Restricted Subsidiaries), in one or more related
transactions, to another Person, unless:

      (1)   either (x) the Company is the surviving Person or (y) the Person
            (the "Surviving Person") formed by or surviving any such
            consolidation or merger (if other than the Company) or to which such
            sale, assignment, transfer, conveyance or other disposition has been
            made is a corporation or limited liability company organized or
            existing under the laws of the United States, any state thereof or
            the District of Columbia and expressly assumes all of the
            obligations of the Company under (i) the Notes and this Indenture
            pursuant to a supplemental indenture reasonably satisfactory to the
            Trustee and (ii) the Exchange and Registration Rights Agreement
            pursuant to a joinder agreement thereto;

      (2)   immediately after such transaction no Default exists (including,
            without limitation, after giving effect to any Indebtedness incurred
            or Liens incurred or granted in connection with such transaction);
            and

      (3)   the Company or the Surviving Person, as the case may be, (x) will
            have a Consolidated Net Worth immediately after the transaction
            equal to at least 90% of
<PAGE>
                                      -67-


            the Consolidated Net Worth of the Company immediately preceding the
            transaction and (y) will, on the date of such transaction after
            giving pro forma effect thereto and any related financing
            transactions, be permitted to incur at least $1.00 of additional
            Indebtedness pursuant to the Coverage Ratio Exception; provided that
            this clause (3) shall not apply after the Fall-Away Event.

            (b) The Company will not cause or permit any Guarantor, directly or
indirectly, to consolidate or merge with or into another Person (whether or not
such Guarantor is the surviving Person) unless:

      (1)   either (x) such Guarantor is the surviving Person or (y) the Person
            formed by or surviving any such consolidation or merger (if other
            than such Guarantor) expressly assumes all of the obligations of
            such Guarantor under (i) its Note Guarantee and this Indenture
            pursuant to a supplemental indenture reasonably satisfactory to the
            Trustee and (ii) the Exchange and Registration Rights Agreement
            pursuant to a joinder agreement thereto; and

      (2)   immediately after such transaction no Default exists (including,
            without limitation, after giving effect to any Indebtedness incurred
            or Liens incurred or granted in connection with such transaction).

The requirements of this clause (b) shall not apply to (x) a consolidation or
merger of any Guarantor with or into the Company or any other Guarantor so long
as the Company or a Guarantor survives the consolidation or merger or (y) the
sale by consolidation or merger of such Guarantor, which sale, if prior to the
Fall-Away Event, is covered by and complies with Section 4.10.

            (c) The Company will deliver to the Trustee prior to the
consummation of each proposed transaction an Officers' Certificate that the
conditions set forth above are satisfied and an Opinion of Counsel that the
proposed transaction and the supplemental indenture, if any, comply with this
Indenture.

SECTION 5.02. Successor Person Substituted.

            Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Restricted Subsidiary in
accordance with Section 5.01 above, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company or such Restricted Subsidiary under this Indenture with
the same effect as if such successor corporation had been named as the Company
or such Restricted Subsidiary herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Notes.
<PAGE>
                                      -68-


                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

            "Event of Default" is defined for all purposes of this Indenture and
with respect to the Notes as any one of the following events (whatever the
reason for such Event of Default and whether it is voluntary or involuntary or
is effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body):

      (1)   the Company defaults in the payment of any installment of interest
            on any Note when and as the same becomes due and payable and such
            failure continues for a period of 30 days;

      (2)   the Company defaults in the payment of the principal of any Note
            when and as the same becomes due and payable at maturity, upon
            redemption or otherwise;

      (3)   the Company fails to perform or observe any of its other covenants,
            conditions or agreements in this Indenture or in the Notes (other
            than a covenant, condition or agreement a default in whose
            performance or whose breach is elsewhere in this Article Six
            specifically dealt with), and such failure continues for a period of
            60 days after the date on which written notice of such Default has
            been given to the Company by the Trustee or to the Company and to
            the Trustee by the Holders of not less than 25% of the principal
            amount of the Notes then outstanding under this Indenture;

      (4)   the Company or any of its Subsidiaries defaults under any agreement
            governing its Indebtedness (other than Notes), if that default:

            (a)   is caused by the failure to pay at final maturity the
                  principal amount of such Indebtedness after giving effect to
                  any applicable grace periods; or

            (b)   results in the acceleration of the final stated maturity of
                  such Indebtedness (including upon any event of the type
                  described in clause (6) or (7) below);

            and in each case, the aggregate principal amount of such
            Indebtedness unpaid or accelerated equals or exceeds $25.0 million
            and has not been discharged in
<PAGE>
                                      -69-


            full or such acceleration has not been rescinded or annulled within
            30 days of such final maturity or acceleration;

      (5)   the Company or any of its Restricted Subsidiaries fails to pay or
            otherwise cause to be discharged or stayed one or more judgments in
            an aggregate amount exceeding $25.0 million, which are not covered
            by indemnities or third party insurance as to which the Person
            giving such indemnity or such insurer has not disclaimed coverage,
            for a period of 60 days after such judgments become final and
            non-appealable;

      (6)   a court having jurisdiction in the premises enters (x) a decree or
            order for relief in respect of the Company or any of its Significant
            Subsidiaries in an involuntary case or proceeding under any
            applicable federal or state bankruptcy, insolvency, reorganization
            or other similar law or (y) a decree or order adjudging the Company
            or any of its Significant Subsidiaries a bankrupt or insolvent, or
            approving as properly filed a petition seeking reorganization,
            arrangement, adjustment or composition of or in respect of the
            Company or any of its Significant Subsidiaries under any applicable
            federal or state law, or appointing a custodian, receiver,
            liquidator, assignee, trustee, sequestrator or other similar
            official of the Company or any of its Significant Subsidiaries or of
            any substantial part of its property, or ordering the winding up or
            liquidation of its affairs, and the continuance of any such decree
            or order for relief or any such other decree or order unstayed and
            in effect for a period 90 consecutive days;

      (7)   (a)   the Company or any of its Significant Subsidiaries commences a
                  voluntary case or proceeding under any applicable federal or
                  state bankruptcy, insolvency, reorganization or other similar
                  law or any other case or proceeding to be adjudicated a
                  bankrupt or insolvent; or

            (b)   the Company or any of its Significant Subsidiaries consents to
                  the entry of a decree or order for relief in respect of the
                  Company or any of its Significant Subsidiaries in an
                  involuntary case or proceeding under any applicable federal or
                  state bankruptcy, insolvency, reorganization or other similar
                  law or to the commencement of any bankruptcy or insolvency
                  case or proceeding against the Company or any of its
                  Significant Subsidiaries; or

            (c)   the Company or any of its Significant Subsidiaries files a
                  petition or answer or consent seeking reorganization or relief
                  under any applicable federal or state law; or
<PAGE>
                                      -70-


            (d)   the Company or any of its Significant Subsidiaries consents to
                  the filing of such petition or to the appointment of or taking
                  possession by a custodian, receiver, liquidator, assignee,
                  trustee, sequestrator or similar official of the Company or
                  any of its Significant Subsidiaries or of any substantial part
                  of their property; or

            (e)   the Company or any of its Significant Subsidiaries makes an
                  assignment for the benefit of creditors; or

            (f)   the Company or any of its Significant Subsidiaries admits in
                  writing its inability to pay its debts generally as they
                  become due; or

            (g)   the Company or any of its Significant Subsidiaries takes
                  corporate action in furtherance of any such action; or

      (8)   the Note Guarantee of any Guarantor that is a Significant Subsidiary
            ceases to be in full force and effect (other than in accordance with
            the terms of such Note Guarantee and this Indenture) or is declared
            null and void and unenforceable or is found invalid or any Guarantor
            denies its liability under its Note Guarantee (other than by reason
            of release of a Guarantor from its Note Guarantee in accordance with
            the terms of this Indenture and the Note Guarantee).

SECTION 6.02. Acceleration of Maturity; Rescission.

            If an Event of Default specified in clause (6) or (7) of Section
6.01 occurs and is continuing with respect to the Company or any of its
Significant Subsidiaries that is a Guarantor, then the principal of and any
accrued and unpaid interest on all of the Notes shall immediately become due and
payable without any declaration or other act on the part of the Trustee or any
Noteholder. If any other Events of Default with respect to any Notes at the time
outstanding occurs and is continuing, then, and in each and every such case,
either the Trustee, by notice in writing to the Company, or the Holders of not
less than 25% of the principal amount of the Notes then outstanding, by notice
in writing to the Company and the Trustee, may declare due and payable, if not
already due and payable, the principal of and any accrued and unpaid interest on
all of the Notes; and upon any such declaration all such amounts upon such Notes
shall become and be immediately due and payable, anything in this Indenture or
in the Notes to the contrary notwithstanding.

            At any time after a declaration of acceleration with respect to the
Notes as described in the preceding paragraph, the Holders of a majority in
principal amount of the Notes, on behalf of all Holders of Notes, may rescind
and cancel such declaration and its consequences (a) if the rescission would not
conflict with any judgment or decree, (b) if all existing Events of Default with
respect to Notes have been cured or waived except nonpayment of
<PAGE>
                                      -71-


principal or interest that has become due solely because of the acceleration,
(c) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid, (d) if the Company has
paid the Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances, and (e) in the event of the cure or waiver
of an Event of Default of the type described in clause (6) or (7) of Section
6.01, the Trustee has received an Officers' Certificate and an opinion of
counsel that such Event of Default has been cured or waived.

            No such rescission will affect any subsequent Default or impair any
right consequent thereto.

SECTION 6.03. Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture and may
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Noteholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative. Any costs
associated with actions taken by the Trustee under this Section 6.03 shall be
reimbursed to the Trustee by the Company.

SECTION 6.04. Waiver of Past Defaults and Events of Default.

            Provided the Notes are not then due and payable by reason of a
declaration of acceleration, the Holders of a majority in principal amount of
Notes at the time outstanding may on behalf of the Holders of all the Notes
waive any past Default with respect to such Notes and its consequences by
providing written notice thereof to the Company and the Trustee, except a
Default (1) in the payment of interest on or the principal of any Note or (2) in
respect of a covenant or provision hereof which under this Indenture cannot be
modified or amended without the consent of the Holder of each outstanding Note
affected. In the case of any such waiver, the Company, the Trustee and the
Holders of the Notes will be restored to their former positions and rights under
this Indenture, respectively; provided, that no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.
<PAGE>
                                      -72-


SECTION 6.05. Control by Majority.

            The Holders of a majority in principal amount of Notes then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any power or trust
conferred upon the Trustee under this Indenture with respect to the Notes;
provided, however, that subject to the provisions of this Indenture, the Trustee
shall have the right to decline to follow any such direction if the Trustee,
advised by counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith shall by responsible officers
determine that the action or proceeding so directed would involve the Trustee in
liability or that the Trustee is not satisfactorily indemnified from the costs
thereof.

SECTION 6.06. Limitation on Suits.

            No Holder of any Note will have the right to pursue a remedy with
respect to this Indenture or the Notes unless (a) such Holder gives to the
Trustee notice of a continuing Event of Default with respect to the Notes, (b)
the Holders of at least 25% in principal amount of Notes make a request to the
Trustee to pursue the remedy and such Holders offer to the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability or expense,
(c) the Trustee does not comply with the request within 60 days after receipt of
the request and the offer of security or indemnity and (d) the Holders of a
majority in principal amount of Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period.

            A Noteholder may not use this Indenture to prejudice the rights of
another Noteholder or to obtain a preference or priority over another
Noteholder.

SECTION 6.07. No Personal Liability of Directors, Officers, Employees
              and Stockholders.

            No past, present or future director, officer, employee,
incorporator, agent or stockholder or Affiliate of the Company, as such, shall
have any liability for any obligations of the Company under the Notes, this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. No past, present or future director, officer,
employee, incorporator, agent or stockholder or Affiliate of any of the
Guarantors, as such, shall have any liability for any obligations of the
Guarantors under the Note Guarantees, this Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
of Notes and Note Guarantees by accepting a Note and a Note Guarantee waives and
releases all such liabilities. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guarantees. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the Commission that such a waiver is against public policy.
<PAGE>
                                      -73-


SECTION 6.08. Rights of Holders To Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal of and interest on the Note
on or after the respective due dates expressed in the Note, or to bring suit for
the enforcement of any such payment on or after such respective dates, may not
be impaired or affected without the consent of the Holder.

SECTION 6.09. Collection Suit by Trustee.

            If an Event of Default in payment of principal, premium or interest
specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company or any Guarantor (or any other obligor on the Notes) for the whole
amount of unpaid principal and accrued interest remaining unpaid, together with
interest on overdue principal and, to the extent that payment of such interest
is lawful, interest on overdue installments of interest, in each case at the
rate set forth in the Notes, and such further amounts as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.10. Trustee May File Proofs of Claim.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof) and the Noteholders allowed
in any judicial proceedings relative to the Company or any Guarantor (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its charges and expenses to the extent that any such charges and
expenses are not paid out of the estate in any such proceedings and any
custodian in any such judicial proceeding is hereby authorized by each
Noteholder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the
Noteholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any plan
or reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Noteholder thereof, or to authorize the Trustee to vote in
respect of the claim of any Noteholder in any such proceedings.
<PAGE>
                                      -74-


SECTION 6.11. Priorities.

            If the Trustee collects any money pursuant to this Article Six, it
shall pay out the money in the following order:

            FIRST: to the Trustee for amounts due under Section 7.07 hereof;

            SECOND: to Noteholders for amounts due and unpaid on the Notes for
      principal, premium, if any, and interest (including Additional Interest,
      if any) as to each, ratably, without preference or priority of any kind,
      according to the amounts due and payable on the Notes; and

            THIRD: to the Company or, to the extent the Trustee collects any
      amount from any Guarantor, to such Guarantor.

            The Trustee may fix a record date and payment date for any payment
to Noteholders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a
Noteholder pursuant to Section 6.08 hereof or a suit by Noteholders of more than
10% in principal amount of the Notes then outstanding.

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

            (a) If an Event of Default actually known to a Responsible Officer
of the Trustee has occurred and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture and use the same degree
of care and skill in their exercise as a prudent person would exercise or use
under the same circumstances in the conduct of his or her own affairs.
<PAGE>
                                      -75-


            The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture.

            (b) Except during the continuance of an Event of Default:

            (1) The Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others.

            (2) In the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture but,
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform on their face to the requirements of this Indenture (but
      need not confirm or investigate the accuracy of mathematical calculations
      or other facts stated therein). Whenever in the administration of this
      Indenture the Trustee shall deem it desirable that a matter be proved or
      established prior to taking, suffering or omitting any action hereunder,
      the Trustee (unless other evidence be herein specifically prescribed) may,
      in the absence of bad faith on its part, conclusively rely upon an
      Officers' Certificate, subject to the requirement in the preceding
      sentence, if applicable.

            (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

            (1) This paragraph does not limit the effect of paragraph (b) of
      this Section 7.01.

            (2) The Trustee shall not be liable for any error of judgment made
      in good faith, unless it is proved that the Trustee was negligent in
      ascertaining the pertinent facts.

            (3) The Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to the terms hereof.

            (4) No provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its rights, powers or duties if it shall have
      reasonable grounds for believing that re-
<PAGE>
                                      -76-


      payment of such funds or adequate indemnity satisfactory to it against
      such risk or liability is not reasonably assured to it.

            (d) Whether or not therein expressly so provided, paragraphs (a),
(b), (c) and (e) of this Section 7.01 shall govern every provision of this
Indenture that in any way relates to the Trustee.

            (e) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company or
any Guarantor. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by the law.

SECTION 7.02. Rights of Trustee.

            Subject to Section 7.01 hereof:

            (1) The Trustee may conclusively rely on any document (whether in
      its original or facsimile form) reasonably believed by it to be genuine
      and to have been signed or presented by the proper person. The Trustee
      need not investigate any fact or matter stated in the document.

            (2) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate or an Opinion of Counsel, or both, which shall
      conform to the provisions of Section 11.05 hereof. The Trustee shall be
      protected and shall not be liable for any action it takes or omits to take
      in good faith in reliance on such certificate or opinion.

            (3) The Trustee may act through its attorneys and agents and shall
      not be responsible for the misconduct or negligence of any agent appointed
      by it with due care.

            (4) The Trustee shall not be liable for any action it takes or omits
      to take in good faith which it reasonably believes to be authorized or
      within its rights or powers; provided that the Trustee's conduct does not
      constitute gross negligence or bad faith.
<PAGE>
                                      -77-


            (5) The Trustee may consult with counsel of its selection, and the
      advice or opinion of such counsel as to matters of law shall be full and
      complete authorization and protection from liability in respect of any
      action taken, omitted or suffered by it hereunder in good faith and in
      accordance with the advice or opinion of such counsel.

            (6) The rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder, and each agent, custodian and other
      person employed to act hereunder.

SECTION 7.03. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with the either of the Company or any Guarantor,
or any Affiliates thereof, with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee, however, shall
be subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04. Trustee's Disclaimer.

            The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes or any Note
Guarantee, it shall not be accountable for the Company's or any Guarantor's use
of the proceeds from the sale of Notes or any money paid to the Company or any
Guarantor pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Notes, Note Guarantee or this Indenture
other than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

            If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee will give to each Noteholder a notice of the Default within
90 days after it occurs in the manner and to the extent provided in the TIA and
otherwise as provided in this Indenture. Except in the case of a Default in
payment of the principal of or interest on any Note (including payments pursuant
to a redemption or repurchase of the Notes pursuant to the provisions of this
Indenture), the Trustee may withhold the notice if and so long as a committee of
its responsible officers in good faith determines that withholding the notice is
in the interests of Noteholders.

SECTION 7.06. Reports by Trustee to Holders.

            If required by TIA ss. 313(a), within 60 days after May 15 of any
year, commencing 2002 the Trustee shall mail to each Noteholder a brief report
dated as of such date
<PAGE>
                                      -78-


that complies with TIA ss. 313(a). The Trustee also shall comply with TIA ss.
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss. 313(c) and TIA ss. 313(d).

            Reports pursuant to this Section 7.06 shall be transmitted by mail:

            (1) to all Holders of Notes, as the names and addresses of such
      Holders appear on the Registrar's books; and

            (2) to such Holders of Notes as have, within the two years preceding
      such transmission, filed their names and addresses with the Trustee for
      that purpose.

            A copy of each report at the time of its mailing to Noteholders
shall be filed with the Commission and each stock exchange on which the Notes
are listed. The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange or delisted therefrom.

SECTION 7.07. Compensation and Indemnity.

            The Company and the Guarantors shall pay to the Trustee and Agents
from time to time reasonable compensation for its services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Company and the Guarantors
shall reimburse the Trustee and Agents upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

            The Company and the Guarantors, jointly and severally, shall fully
indemnify each of the Trustee and any predecessor Trustee for, and hold each of
them harmless against, any and all loss, damage, claim, liability or expense,
including without limitation taxes (other than taxes based on the income of the
Trustee or such Agent) and reasonable attorneys' fees and expenses incurred by
each of them in connection with the acceptance or performance of its duties
under this Indenture including the reasonable costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder (including, without
limitation, settlement costs). The Trustee or Agent shall notify the Company and
the Guarantors in writing promptly of any claim of which a Responsible Officer
of the Trustee has actual knowledge asserted against the Trustee or Agent for
which it may seek indemnity; however, the failure by the Trustee or Agent to so
notify the Company and the Guarantors shall not relieve the Company and
Guarantors of their obligations hereunder except to the extent the Company and
the Guarantors are actually prejudiced thereby.
<PAGE>
                                      -79-


            Notwithstanding the foregoing, the Company and the Guarantors need
not reimburse the Trustee for any expense or indemnify it against any loss or
liability determined by a court of competent jurisdiction to have been incurred
by the Trustee through its own negligence or bad faith.

            To secure the payment obligations of the Company and the Guarantors
in this Section 7.07, the Trustee shall have a lien prior to the Notes on all
money or property held or collected by the Trustee except such money or property
held in trust to pay principal of and interest on particular Notes.

            The obligations of the Company and the Guarantors under this Section
7.07 to compensate and indemnify the Trustee, Agents and each predecessor
Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee
for expenses, disbursements and advances shall be joint and several liabilities
of the Company and each of the Guarantors and shall survive the resignation or
removal of the Trustee and the satisfaction, discharge or other termination of
this Indenture, including any termination or rejection hereof under any
Bankruptcy Law.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            For purposes of this Section 7.07, the term "Trustee" shall include
any trustee appointed pursuant to this Article Seven.

SECTION 7.08. Replacement of Trustee.

            The Trustee may resign by so notifying the Company and the
Guarantors in writing. The Holders of a majority in principal amount of the
outstanding Notes may remove the Trustee by notifying the Company and the
removed Trustee in writing and may appoint a successor Trustee with the
Company's written consent, which consent shall not be unreasonably withheld. The
Company may remove the Trustee at its election if:

            (1) the Trustee fails to comply with Section 7.10 hereof;

            (2) the Trustee is adjudged a bankrupt or an insolvent;

            (3) a receiver or other public officer takes charge of the Trustee
      or its property; or

            (4) the Trustee otherwise becomes incapable of acting.
<PAGE>
                                      -80-


            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal amount of the outstanding Notes may petition
at the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee.

            If the Trustee fails to comply with Section 7.10 hereof, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07 hereof, transfer all property held by it as Trustee to the successor
Trustee, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Noteholder. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

            If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10 hereof, the successor corporation without
any further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1) and (2) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $100,000,000 as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA ss. 310(b),
including the provision in ss. 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Company.

            The Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311 (b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.
<PAGE>
                                      -81-


SECTION 7.12. Paying Agents.

            The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

            (A) that it will hold all sums held by it as agent for the payment
      of principal of, or premium, if any, or interest on, the Notes (whether
      such sums have been paid to it by the Company or by any obligor on the
      Notes) in trust for the benefit of Holders of the Notes or the Trustee;

            (B) that it will at any time during the continuance of any Event of
      Default, upon written request from the Trustee, deliver to the Trustee all
      sums so held in trust by it together with a full accounting thereof; and

            (C) that it will give the Trustee written notice within three (3)
      Business Days of any failure of the Company (or by any obligor on the
      Notes) in the payment of any installment of the principal of, premium, if
      any, or interest on, the Notes when the same shall be due and payable.

                                  ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01. Without Consent of Noteholders.

            The Company, when authorized by a board resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto to amend this
Indenture or the Notes without prior notice to or the consent of any Noteholder:

      (1)   to cure any ambiguity, omission, defect or inconsistency;

      (2)   to comply with the provisions set forth in Article Five;

      (3)   to comply with any requirements of the Commission in connection with
            the qualification of this Indenture under the TIA as then in effect;

      (4)   to provide for uncertificated Notes in addition to or in place of
            certificated Notes; provided, however, that the uncertificated Notes
            are issued in registered form for purposes of Section 163(f) of the
            Internal Revenue Code or in a man-
<PAGE>
                                      -82-


            ner such that the uncertificated Notes are described in Section
            163(f)(2) of the Internal Revenue Code;

      (5)   to make any change that does not materially adversely affect the
            legal rights of any Noteholder under this Indenture as then in
            effect;

      (6)   to secure the Notes and to make intercreditor arrangements with
            respect to any such security, unless the incurrence of such
            obligations or the security thereof is prohibited by this Indenture;

      (7)   to evidence or to provide for a replacement Trustee; or

      (8)   to add to the covenants and agreements of the Company or the
            Guarantors for the benefit of all of the Holders of all of the Notes
            and to surrender any right or power herein reserved to the Company
            or the Guarantors.

SECTION 8.02. With Consent of Noteholders.

            The Company, when authorized by a board resolution, and the Trustee
may enter into one or more supplemental indentures to amend this Indenture or
the Notes with the written consent of the Holders of a majority of the principal
amount of the then outstanding Notes. The Holders of a majority in principal
amount of the then outstanding Notes may waive compliance by the Company with
any provision of this Indenture or the Notes without prior notice to any other
Noteholder.

            Notwithstanding the preceding paragraph, without the consent of each
Noteholder affected, an amendment or waiver may not:

      (1)   reduce the amount of Notes whose Holders must consent to an
            amendment or waiver;

      (2)   reduce the rate of or change the time for payment of interest,
            including default interest, on any Note;

      (3)   reduce the principal of or change the Stated Maturity of any Note or
            alter the provisions with respect to redemption;

      (4)   make any Note payable in currency other than that stated in the
            Note;

      (5)   make any change in this Section 8.02;

      (6)   make any change in this Indenture that adversely affects the ranking
            of the Notes or any Note Guarantee;
<PAGE>
                                      -83-


      (7)   make any change in provisions of this Indenture relating to the
            rights of Holders of Notes to receive payment of principal of and
            interest on the Notes or permitting Holders of a majority in
            principal amount of Notes to waive Defaults;

      (8)   after the obligation has arisen to make a Change of Control Offer or
            a Net Proceeds Offer, amend, change or modify in any material
            respect the obligation of the Company to make and complete such
            Change of Control Offer or make and complete such Net Proceeds
            Offer; or

      (9)   release any Guarantor that is a Significant Subsidiary from its Note
            Guarantee other than pursuant to the provisions of Section 10.05.

            It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

            After an amendment, supplement or waiver under Section 8.01 or this
Section 8.02 becomes effective, the Company shall mail to the Holders a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

            Upon the written request of the Company accompanied by a board
resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Noteholders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06 hereof, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

SECTION 8.03. Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

            Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Note or portion thereof, and of any Note is-
<PAGE>
                                      -84-


sued upon the transfer thereof or in exchange therefor or in place thereof, even
if notation of the consent is not made on any such Note. Any such Holder or
subsequent Holder, however, may revoke the consent as to his Note or portion of
a Note, if the Trustee receives the written notice of revocation before the date
the amendment, supplement, waiver or other action becomes effective.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Noteholders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Noteholders at
such record date (or their duly designated proxies), and only such Persons,
shall be entitled to consent to such amendment, supplement, or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
Noteholders after such record date. No such consent shall be valid or effective
for more than 90 days after such record date unless the consent of the requisite
number of Noteholders has been obtained.

            After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Noteholder, unless it makes a change described in
any of clauses (1) through (9) of Section 8.02 hereof. In that case the
amendment, supplement, waiver or other action shall bind each Noteholder who has
consented to it and every subsequent Noteholder or portion of a Note that
evidences the same debt as the consenting Holder's Note.

SECTION 8.05. Notation on or Exchange of Notes.

            If an amendment, supplement, or waiver changes the terms of a Note,
the Trustee (in accordance with the specific written direction of the Company)
shall request the Holder of the Note (in accordance with the specific written
direction of the Company) to deliver it to the Trustee. In such case, the
Trustee shall place an appropriate notation on the Note about the changed terms
and return it to the Noteholder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue, the Guarantors
shall endorse, and the Trustee shall authenticate a new Note that reflects the
changed terms. Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 8.06. Trustee To Sign Amendments, etc.

            The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01 hereof, shall be fully
protected in relying upon an Officers' Certificate and an Opinion of Counsel
stating, in addition to the matters
<PAGE>
                                      -85-


required by Section 11.04, that such amendment, supplement or waiver is
authorized or permitted by this Indenture and is a legal, valid and binding
obligation of the Company and Guarantors, enforceable against the Company and
Guarantors in accordance with its terms (subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Indenture.

            Upon the request of the Company, this Indenture will cease to be of
further effect and the Trustee, at the expense of the Company, will execute
proper instruments acknowledging satisfaction and discharge of the Notes and
this Indenture and the Note Guarantees when:

      (1)   either:

            (a)   all the Notes theretofore authenticated and delivered (other
                  than destroyed, lost or stolen Notes that have been replaced
                  or paid and Notes that have been subject to defeasance
                  pursuant to Section 9.02 or 9.03) have been delivered to the
                  Trustee for cancellation; or

            (b)   all Notes not theretofore delivered to the Trustee for
                  cancellation:

                  (i)   have become due and payable;

                  (ii)  will become due and payable at maturity within one year;
                        or

                  (iii) are to be called for redemption within one year under
                        arrangements satisfactory to the Trustee for the giving
                        of notice of redemption by the Trustee in the name, and
                        the expense, of the Company, and the Company has
                        irrevocably deposited or caused to be deposited with the
                        Trustee funds in trust for the purpose in an amount
                        sufficient to pay and discharge the entire Indebtedness
                        on the Notes not theretofore delivered to the Trustee
                        for cancellation, for principal (and premium, if any)
                        and interest on the Notes to the date of such deposit
                        (in case of Notes that have become due and payable) or
                        to the Stated Maturity or redemption date, as the case
                        may be;
<PAGE>
                                      -86-


      (2)   the Company has paid or caused to be paid all sums payable under
            this Indenture by the Company; and

      (3)   the Company has delivered to the Trustee an Officers' Certificate
            and an Opinion of Counsel, each stating that all conditions
            precedent provided in this Indenture relating to the satisfaction
            and discharge of the Notes and this Indenture and the Note
            Guarantees of the Notes have been complied with.

            After such delivery, the Trustee upon Company Request shall
acknowledge in writing the discharge of the Company's and the Guarantors'
obligations under the Notes, the Note Guarantees and this Indenture except for
those surviving obligations specified below.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company in Sections 7.07, 9.05 and 9.06 hereof shall
survive such satisfaction and discharge.

SECTION 9.02. Legal Defeasance.

            The Company may, at its option and at any time, elect to have its
obligations and the obligations of the Guarantors discharged with respect to the
outstanding Notes on a date the conditions set forth in Section 9.04 hereof are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company will be deemed to have paid and discharged the
entire indebtedness represented by the outstanding Notes and to have satisfied
all its other obligations under such Notes and this Indenture insofar as such
Notes are concerned (and the Trustee, at the expense of the Company, shall,
subject to Section 9.06 hereof, execute instruments in form and substance
reasonably satisfactory to the Trustee and Company acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of outstanding Notes to receive
solely from the trust funds described in Section 9.04 hereof and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (B) the Company's
obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06,
2,07, 2.08, 2.11, 4.02, 4.03 and 4.05, (C) the rights, powers, trusts, duties,
and immunities of the Trustee hereunder (including claims of, or payments to,
the Trustee under or pursuant to Section 7.07) and the Company's obligations in
connection therewith and (D) this Article Nine.

            Subject to compliance with this Article Nine, the Company may
exercise its option under this Section 9.02 with respect to the Notes
notwithstanding the prior exercise of its option under Section 9.03 below with
respect to the Notes.
<PAGE>
                                      -87-


SECTION 9.03. Covenant Defeasance.

            The Company may, at its option and at any time, elect to have its
obligations under Sections 4.03 (other than as it relates to legal existence of
the Company), 4.08 through 4.16, 4.17 (except for obligations mandated by the
TIA) and 4.18 and clause (a)(3) of Section 5.01 released with respect to the
outstanding Notes on a date the conditions set forth in Section 9.04 are
satisfied (hereinafter, "Covenant Defeasance"). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
fail to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise of the option in this Section
9.03, subject to the satisfaction of the conditions set forth in Section 9.04
hereof, Sections 6.01(3), (4), (5) and (8) hereof shall not constitute Events of
Default.

            Notwithstanding any discharge or release of any obligations under
this Indenture pursuant to Section 9.02 or this Section 9.03, the Company's
obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9,05, 9.06 and 9.08 shall
survive until such time as the Notes have been paid in full. Thereafter, the
Company's obligations in Sections 7.07, 9.05 and 9.08 shall survive.

SECTION 9.04. Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of Section 9.02
or Section 9.03 hereof to the outstanding Notes:

      (a)   (1) the Company has irrevocably deposited or caused to be deposited
            in trust for the benefit of the Noteholders with the Trustee or a
            Paying Agent or a trustee satisfactory to the Trustee and the
            Company, under the terms of an irrevocable trust agreement in form
            and substance satisfactory to the Trustee and any such Paying Agent,
            (x) money or Eligible Obligations in an amount sufficient, or (y)
            U.S. Government Obligations that shall be payable as to principal
            and interest in such amounts and at such times as are sufficient, in
            the opinion of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee (without consideration of any reinvestment of such
            interest), or (z) any combination thereof in an amount sufficient to
            pay the principal of and interest on the outstanding Notes on the
            dates such installments are due to redemption or Stated Maturity,
            (2) the trustee of the irrevocable trust has been irrevocably
            instructed to pay such money or
<PAGE>
                                      -88-


            the proceeds of such U.S. Government Obligations or Eligible
            Obligations to the Trustee and (3) the Trustee or Paying Agent shall
            have been irrevocably instructed in writing to apply the deposited
            money and the proceeds from U.S. Government Obligations or Eligible
            Obligations in accordance with the terms of this Indenture and the
            terms of the Notes to the payment of principal of and interest on
            the Notes;

      (b)   the deposit described in clause (a) above will not result in a
            breach or violation of, or constitute a Default under, any other
            agreement or instrument to which the Company is a party or by which
            it is bound;

      (c)   no Default has occurred and is continuing (1) as of the date of such
            deposit or (2) insofar as clause (6) or (7) of Section 6.01 is
            concerned at any time during the period ending on the 91st day after
            the date of such deposit or, if longer, ending on the day following
            the expiration of the longest preference period applicable to the
            Company in respect of such deposit (it being understood that the
            condition in this clause (2) is a condition subsequent and will not
            be deemed satisfied until the expiration of such period);

      (d)   the Company has paid or caused to be paid all sums currently due and
            payable by the Company under this Indenture and under the Notes;

      (e)   such defeasance shall not cause or permit any Notes then listed on
            any national securities exchange to be delisted;

      (f)   the Company has delivered to the Trustee an Officers' Certificate
            and an opinion of counsel, each stating that all conditions
            precedent provided for in this Indenture relating to the termination
            by the Company of its obligations have been complied with;

      (g)   in the case of an election under Section 9.02, the Company has
            delivered to the Trustee either (1) a ruling received from the
            Internal Revenue Service to the effect that, or (2) an opinion of
            counsel by counsel who is not an employee of the Company stating
            that, since the date of this Indenture, there has been a change in
            the applicable federal income tax law, and based upon either case
            (1) or (2) such opinion of counsel shall confirm that, the Holders
            of the Notes will not recognize income, gain or loss for federal
            income tax purposes as a result of the Company's exercise of its
            legal defeasance option and will be subject to federal income tax on
            the same amount and in the same manner and at the same times as
            would have been the case if such legal defeasance option had not
            been exercised; and
<PAGE>
                                      -89-


      (h)   in the case of an election under Section 9.03, the Company has
            delivered to the Trustee either (1) a ruling received from the
            Internal Revenue Service to the effect that, or (2) an opinion of
            counsel by counsel who is not an employee of the Company stating
            that, the Holders of the Notes will not recognize income, gain or
            loss for federal income tax purposes as a result of the Company's
            exercise of its covenant defeasance option under this paragraph and
            will be subject to federal income tax on the same amount and in the
            same manner and at the same times as would have been the case if
            such covenant defeasance option had not been exercised.

SECTION 9.05. Deposited Money and U.S. Government Obligations To Be Held in
              Trust; Other Miscellaneous Provisions.

            All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.04 hereof in respect
of the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

            The Company and the Guarantors shall (on a joint and several basis)
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
9.04 hereof or the principal, premium, if any, and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes.

            Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon a Company
Request any money or U.S. Government Obligations held by it as provided in
Section 9.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 9.06. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 9.01, 9.02 or 9.03 hereof by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's and each Guarantor's obligations under this
Indenture, the Notes and the Note Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to this Article Nine until such time
<PAGE>
                                      -90-


as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 9.01 hereof; provided that if
the Company or the Guarantors have made any payment of principal of, premium, if
any, or accrued interest on any Notes because of the reinstatement of their
obligations, the Company or the Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

SECTION 9.07. Moneys Held by Paying Agent.

            In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Company, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.04 hereof, to the
Company upon an Company Request (or, if such moneys had been deposited by the
Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

SECTION 9.08. Moneys Held by Trustee.

            Any moneys deposited with the Trustee or any Paying Agent or then
held by the Company or the Guarantors in trust for the payment of the principal
of, or premium, if any, or interest on any Note that are not applied but remain
unclaimed by the Holder of such Note for two years after the date upon which the
principal of, or premium, if any, or interest on such Note shall have
respectively become due and payable shall be repaid to the Company (or, if
appropriate, the Guarantors) upon a Company Request, or if such moneys are then
held by the Company or the Guarantors in trust, such moneys shall be released
from such trust; and the Holder of such Note entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company and
the Guarantors for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
that the Trustee or any such Paying Agent, before being required to make any
such repayment, may, at the expense of the Company and the Guarantors, either
mail to each Noteholder affected, at the address shown in the register of the
Notes maintained by the Registrar pursuant to Section 2.04 hereof, or cause to
be published once a week for two successive weeks, in a newspaper published in
the English language, customarily published each Business Day and of general
circulation in the City of New York, New York, a notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such mailing or publication, any unclaimed balance of
such moneys then remaining will be repaid to the Company. After payment to the
Company or the Guarantors or the release of any money held in trust by the
Company or any Guarantors, as the case may be, Noteholders entitled to the money
must look only to the Company and the Guarantors
<PAGE>
                                      -91-


for payment as general creditors unless applicable abandoned property law
designates another Person.

                                   ARTICLE TEN

                               GUARANTEE OF NOTES

SECTION 10.01. Note Guarantee.

            Subject to the provisions of this Article Ten, the Guarantors, by
execution of this Indenture, jointly and severally, guarantee to each Holder (i)
the due and punctual payment of the principal of and interest on each Note, when
and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of and interest on the Notes, to the extent lawful, and the
due and punctual payment of all other obligations and due and punctual
performance of all obligations of the Company to the Holders or the Trustee all
in accordance with the terms of such Note, this Indenture and the Exchange and
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, at stated maturity, by acceleration or otherwise.
Each Guarantor, by execution of this Indenture, agrees that its obligations
hereunder shall be absolute and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of any such Note
or this Indenture, any failure to enforce the provisions of any such Note, this
Indenture or the Exchange and Registration Rights Agreement, any waiver,
modification or indulgence granted to the Company with respect thereto by the
Holder of such Note, or any other circumstances which may otherwise constitute a
legal or equitable discharge of a surety or such Guarantor.

            Each Guarantor hereby waives diligence, presentment, demand for
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any such Note or the Indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Note Guarantee will
not be discharged as to any such Note except by payment in full of the principal
thereof and interest thereon. Each Guarantor hereby agrees that, as between such
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article Six hereof for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (ii) in the
event of any declaration of acceleration of such obligations as provided in
Article Six
<PAGE>
                                      -92-


hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by each Guarantor for the purpose of this Note Guarantee.

            The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of any Holder under the Note Guarantees.

SECTION 10.02. Execution and Delivery of Note Guarantee.

            To further evidence the Note Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Note Guarantee,
substantially in the form included in Exhibit G hereto, shall be endorsed on
each Note authenticated and delivered by the Trustee and such Note Guarantee
shall be executed by either manual or facsimile signature of an officer or an
officer of a general partner, as the case may be, of each Guarantor. The
validity and enforceability of any Note Guarantee shall not be affected by the
fact that it is not affixed to any particular Note.

            Each of the Guarantors hereby agrees that its Note Guarantee set
forth in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

            If an officer of a Guarantor whose signature is on this Indenture or
a Note Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which such Note Guarantee is endorsed or at any time
thereafter, such Guarantor's Note Guarantee of such Note shall be valid
nevertheless.

            The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Note Guarantee set forth
in this Indenture on behalf of the Guarantor.

SECTION 10.03. Limitation of Note Guarantee.

            (a) The obligations of each Guarantor are limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Note Guarantee or pursuant to its
contribution obligations under this Indenture, result in the obligations of such
Guarantor under its Note Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

            (b) The obligations of PLP under its Note Guarantee, its 2008 Note
Guarantee and its guarantee of the Company's obligations that are secured under
the collateral
<PAGE>
                                      -93-


sharing agreement established pursuant to the Credit Agreement (the "Credit
Agreement Guarantee") will be limited, in the aggregate, to the amount of all
Indebtedness and other obligations owed by PLP to the Company and its
Subsidiaries (other than any Phosphates Entity) as of the date of demand under
such Note Guarantee and Credit Agreement Guarantee. The obligations of each
Phosphates Entity (other than PLP) under its Note Guarantee, its 2008 Note
Guarantee and its Credit Agreement Guarantee will be limited, in the aggregate,
to the amount of all Indebtedness and other obligations owed by all Phosphates
Entities (including PLP) to the Company and its Subsidiaries (other than any
Phosphates Entity) as of the date of demand under such Note Guarantee and Credit
Agreement Guarantee.

            No payment may be made by or claimed from a Phosphates Entity under
its Note Guarantee until (1) the agent under the Credit Agreement has completed
the exercise of remedies thereunder against the collateral owned by the
Phosphates Entities and distributed the proceeds or (2) all obligations under
the Credit Agreement have been satisfied. Neither the Company nor any of its
Subsidiaries (other than any Phosphates Entity) will be permitted to (1) forgive
any Indebtedness or other obligations owing to it by any Phosphates Entity, or
otherwise reduce the amount thereof (other than as a result of repayment in cash
thereof or as a result of payment by such Phosphates Entity under its Note
Guarantee or Credit Agreement Guarantee), or (2) amend the terms of any such
Indebtedness or obligations in any manner less favorable to the Company and its
Subsidiaries (other than any Phosphates Entity).

SECTION 10.04. Additional Guarantors.

            The Company covenants and agrees that it shall cause any Person
which becomes obligated to guarantee the Notes, pursuant to the terms of Section
4.16, to execute a supplemental indenture and any other documentation requested
by the Trustee satisfactory in form and substance to the Trustee in accordance
with Section 4.16 pursuant to which such Restricted Subsidiary shall guarantee
the obligations of the Company under the Notes and this Indenture in accordance
with this Article Ten with the same effect and to the same extent as if such
Person had been named herein as a Guarantor.

SECTION 10.05. Release of Guarantors.

            The Note Guarantee of any Restricted Subsidiary will be
automatically and unconditionally released and discharged upon any of the
following:

      (A)   any sale, exchange or transfer by the Company or any Restricted
            Subsidiary, to any Person that is not an Affiliate of the Company of
            at least 80% of the Capital Stock of, or all or substantially all
            the assets of, such Restricted Subsidiary, which sale, exchange or
            transfer is made in accordance with the terms of this Indenture;
            provided that if the Company or any Restricted Subsidiary intends to
            comply with Section 4.10 by making an investment or expenditure in
            Re-
<PAGE>
                                      -94-


            placement Assets, the Company or such Restricted Subsidiary must
            deliver to the Trustee a written agreement that it will make such
            investment or expenditure within the time frame set forth in Section
            4.10;

      (B)   the occurrence of the Fall-Away Event, but only if such Restricted
            Subsidiary (x) is released from all of its guarantees of the
            Company's obligations, including its Credit Agreement Guarantee
            (other than as a result of payment under any such guarantee) and (y)
            is not otherwise an obligor under the Credit Agreement; or

      (C)   the designation of such Restricted Subsidiary as an Unrestricted
            Subsidiary in accordance with the provisions of this Indenture;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

            The Trustee shall execute any documents reasonably requested by the
Company or a Guarantor in order to evidence the release of such Guarantor from
its obligations under its Note Guarantee endorsed on the Notes and under this
Article Ten.

SECTION 10.06. Waiver of Subrogation.

            Each Guarantor hereby irrevocably waives any claim or other rights
which it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of such Guarantor's obligations
under its Note Guarantee and this Indenture, including, without limitation, any
right of subrogation, reimbursement, exoneration, indemnification, and any right
to participate in any claim or remedy of any Holder of Notes against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or Note on account of
such claim or other rights. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and the Notes shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor for
the benefit of, and held in trust for the benefit of, the Holders of the Notes,
and shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon the Notes, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
10.06 is knowingly made in contemplation of such benefits.
<PAGE>
                                      -95-


SECTION 10.07. Notice to Trustee.

            The Company or any Guarantor shall give prompt written notice to the
Trustee of any fact known to the Company or any such Guarantor which would
prohibit the making of any payment to or by the Trustee at its Corporate Trust
Office in respect of the Note Guarantees. Notwithstanding the provisions of this
Article Ten or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Note Guarantees,
unless and until the Trustee shall have received written notice thereof from the
Company no later than one Business Day prior to such payment; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02
hereof, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
referred to in this Section 10.07 at least one Business Day prior to the date
upon which by the terms hereof any such payment may become payable for any
purpose under this Indenture (including, without limitation, the payment of the
principal of, premium, if any, or interest on any Note), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it less than one Business Day prior to such date.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

            The provisions of TIA ss.ss. 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.
<PAGE>
                                      -96-


SECTION 11.02. Notices.

            Except for notice or communications to Holders, any notice or
communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class
mail, postage prepaid, addressed as follows:

            If to the Company or any Guarantor:

                  IMC GLOBAL INC.
                  100 South Saunders Road
                  Suite 300
                  Lake Forest, Illinois 60045
                  Attention: Chief Financial Officer

                  Fax Number: (847) 739-1802

            with a copy to:

                  KIRKLAND & ELLIS
                  200 East Randolph Drive
                  Chicago, Illinois 60601

                  Attention: Michael G. Timmers, Esq.

                  Fax Number: (312) 861-2200

            If to the Trustee, Registrar or Paying Agent:

                  THE BANK OF NEW YORK 101 Barclay Street Floor 21W New York,
                  New York 10286

                  Attention: Corporate Trust Administration

                  Fax Number: (212) 815-5915

            Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

            The Company, the Guarantors or the Trustee by written notice to the
others may designate additional or different addresses for subsequent notices or
communications.
<PAGE>
                                      -97-


            Any notice or communication mailed to a Noteholder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

            Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
If a notice or communication to a Noteholder is mailed in the manner provided
above, it shall be deemed duly given, whether or not the addressee receives it.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03. Communications by Holders with Other Holders.

            Noteholders may communicate pursuant to TIA ss. 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Company, the Guarantors, the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company or any Guarantor to
the Trustee to take any action under this Indenture, the Company or such
Guarantor shall furnish to the Trustee:

            (1) an Officers' Certificate (which shall include the statements set
      forth in Section 11.05 below) stating that, in the opinion of the signers,
      all conditions precedent, if any, provided for in this Indenture relating
      to the proposed action have been complied with; and

            (2) an Opinion of Counsel (which shall include the statements set
      forth in Section 11.05 below) stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

SECTION 11.05. Statements Required in Certificate and Opinion.

            Each certificate and opinion with respect to compliance by or on
behalf of the Company or any Guarantor with a condition or covenant provided for
in this Indenture shall include:

            (1) a statement that the Person making such certificate or opinion
      has read such covenant or condition;
<PAGE>
                                      -98-


            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such Person, it or he has
      made such examination or investigation as is necessary to enable it or him
      to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4) a statement as to whether or not, in the opinion of such Person,
      such covenant or condition has been complied with.

SECTION 11.06. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or meetings of
Noteholders. The Registrar and Paying Agent may make reasonable rules for their
functions.

SECTION 11.07. Business Days; Legal Holidays.

            A "Business Day" or "business day" is a day that is not a Legal
Holiday. A "Legal Holiday" is a Saturday, a Sunday or other day on which (i)
commercial banks in the City of New York are authorized or required by law to
close or (ii) the New York Stock Exchange is not open for trading. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

SECTION 11.08. Governing Law.

            This Indenture, the Notes and the Note Guarantees shall be governed
by and construed in accordance with the laws of the state of New York, as
applied to contracts made and performed within the state of New York.

SECTION 11.09. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 11.10. No Recourse Against Others.

            No recourse for the payment of the principal of or premium, if any,
or interest, including Additional Interest, on any of the Notes, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company or any Guarantor in
this Indenture or in any supplemental indenture, or in any of the
<PAGE>
                                      -99-


Notes, or because of the creation of any Indebtedness represented thereby, shall
be had against any stockholder, officer, director or employee, as such, past,
present or future, of the Company or of any successor corporation or against the
property or assets of any such stockholder, officer, employee or director,
either directly or through the Company or any Guarantor, or any successor
corporation thereof, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the Notes are solely obligations of
the Company and the Guarantors, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, any stockholder, officer,
employee or director of the Company or any Guarantor, or any successor
corporation thereof, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or the Notes or implied therefrom, and that any and
all such personal liability of, and any and all claims against every
stockholder, officer, employee and director, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of the Notes. It is understood that this limitation
on recourse is made expressly for the benefit of any such shareholder, employee,
officer or director and may be enforced by any of them.

SECTION 11.11. Successors.

            All agreements of the Company and the Guarantors in this Indenture
and the Notes shall bind their respective successors. All agreements of the
Trustee, any additional trustee and any Paying Agents in this Indenture shall
bind its successor.

SECTION 11.12. Multiple Counterparts.

            The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 11.13. Table of Contents, Headings, etc.

            The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 11.14. Separability.

            Each provision of this Indenture shall be considered separable and
if for any reason any provision which is not essential to the effectuation of
the basic purpose of this In-
<PAGE>
                                     -100-


denture or the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
<PAGE>
                                     -101-


            IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed all as of the date and year first written above.

                                      IMC GLOBAL INC.


                                      By: /s/ J. Bradford James
                                          -----------------------------------
                                          Name: J. Bradford James
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

<PAGE>

                                      CAREY SALT COMPANY
                                      GSL CORPORATION
                                      HARRIS CHEMICAL NORTH AMERICA, INC.
                                      IMC CANADA LTD.
                                      IMC CHEMICALS INC.
                                      IMC GLOBAL OPERATIONS INC.
                                      IMC GLOBAL POTASH HOLDINGS INC.
                                      IMC INORGANIC CHEMICALS INC.
                                      IMC KALIUM OGDEN CORP.
                                      IMC PHOSPHATES MP INC.
                                      IMC POTASH CARLSBAD INC.
                                      IMC POTASH COLONSAY INC.
                                      IMC SALT INC.
                                      IMC USA INC.
                                      KCL HOLDINGS, INC.
                                      NAMSCO INC.
                                      NATI LLC
                                      THE VIGORO CORPORATION


                                      /s/ J. Bradford James
                                      ---------------------------------
                                      J. Bradford James, Vice President


                                      PHOSPHATE RESOURCE PARTNERS LIMITED
                                      PARTNERSHIP

                                      By:  IMC Global Inc.
                                      Its: Administrative General Managing
                                           Partner

                                      /s/ J. Bradford James
                                      ------------------------------------
                                      J. Bradford James, Vice President


                                      By:  FMRP Inc.
                                      Its: General Partner


                                      /s/ J. Bradford James
                                      ------------------------------------
                                      J. Bradford James, Vice President


                                      IMC PHOSPHATES COMPANY

                                      By:  IMC Phosphates MP Inc.
                                      Its: Managing Partner

                                      /s/ J. Bradford James
                                      ------------------------------------
                                      J. Bradford James, Vice President

<PAGE>

                                      THE BANK OF NEW YORK, as Trustee


                                      By: /s/ Mary Lagumina
                                         ---------------------------------
                                         Name: Mary Lagumina
                                         Title: Vice President
<PAGE>

                                                                       EXHIBIT A

            CUSIP

                                 IMC GLOBAL INC.

No.                                                         $

                          11.250% SENIOR NOTE DUE 2011

            IMC GLOBAL INC., a Delaware corporation (the "Company"), for value
received, promises to pay to CEDE & CO. or registered assigns the principal sum
of $ dollars on June 1, 2011.

            Interest Payment Dates: June 1 and December 1.

            Record Dates: May 15 and November 15.

            Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.


                                      A-1
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                        IMC GLOBAL INC.


                                        By:_____________________________________
                                           Name:
                                           Title:


                                      A-2
<PAGE>

                          Certificate of Authentication

            This is one of the 11.250% Senior Notes Due 2011 referred to in the
within-mentioned Indenture.

                                        THE BANK OF NEW YORK, as Trustee


                                        By:_____________________________________

                                        Dated:


                                      A-3
<PAGE>

                            [FORM OF REVERSE OF NOTE]

                                 IMC GLOBAL INC.

                          11.250% SENIOR NOTE DUE 2011

            1. Interest. IMC GLOBAL INC., a Delaware corporation (the
"Company"), promises to pay, until the principal hereof is paid or made
available for payment, interest on the principal amount set forth on the face
hereof at a rate of 11.250% per annum. Interest hereon will accrue from and
including the most recent date to which interest has been paid or, if no
interest has been paid, from and including May 17, 2001 to but excluding the
date on which interest is paid. Interest shall be payable in arrears on each
June 1 and December 1, commencing December 1, 2001. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Company shall pay
interest on overdue principal and on overdue interest (to the full extent
permitted by law) at a rate of 11.250% per annum.

            2. Method of Payment. The Company will pay interest hereon (except
defaulted interest) to the Persons who are registered Holders at the close of
business on May 15 or November 15 next preceding the interest payment date
(whether or not a Business Day). Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Interest may be paid by check
mailed to the Holder entitled thereto at the address indicated on the register
maintained by the Registrar for the Notes.

            3. Paying Agent and Registrar. Initially, The Bank of New York (the
"Trustee") will act as a Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice. Neither the Company nor any of its
Affiliates may act as Paying Agent or Registrar.

            4. Indenture. The Company issued the Notes under an Indenture dated
as of May 17, 2001 (the "Indenture") among the Company, the Guarantors (as
defined in the Indenture) and the Trustee. This is one of an issue of Notes of
the Company issued, or to be issued, under the Indenture. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbbb),
as amended from time to time. The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of them.
Capitalized and certain other terms used herein and not otherwise defined have
the meanings set forth in the Indenture.

            5. Optional Redemption. (a) The Company, at its option, may redeem
the Notes, in whole or in part, at any time on or after June 1, 2006 upon not
less than 30 nor more than 60 days' notice, at the redemption prices (expressed
as percentages of principal amount),


                                      A-4
<PAGE>

set forth below, together, in each case, with accrued and unpaid interest to the
Redemption Date, if redeemed during the twelve month period beginning on June 1
of each year listed below:

      Year                                         Redemption Price
      ----                                         ----------------

      2006............................................  105.625%
      2007............................................  103.750%
      2008............................................  101.875%
      2009 and thereafter.............................  100.000%

            (b) In the event of a redemption of fewer than all of the Notes, the
Trustee shall select the Notes to be redeemed in compliance with the
requirements of the principal national securities exchange, if any, while such
Notes are listed, or if such Notes are not then listed on a national securities
exchange, on a pro rata basis, by lot or in such other manner as the Trustee
shall deem fair and equitable. The Notes will be redeemable in whole or in part
upon not less than 30 nor more than 60 days' prior written notice, mailed by
first class mail to a Holder's last address as it shall appear on the register
maintained by the Registrar of the Notes. On and after any redemption date,
interest will cease to accrue on the Notes or portions thereof called for
redemption unless the Company shall fail to redeem any such Note.

            6. Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Notes to be redeemed at his registered address. On and after the
Redemption Date, unless the Company defaults in making the redemption payment,
interest ceases to accrue on Notes or portions thereof called for redemption.

            7. Offers To Purchase. The Indenture provides that upon the
occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.

            8. Registration Rights. Pursuant to an Exchange and Registration
Rights Agreement among the Company, the Guarantors, and the Initial Purchasers
named therein (the "Registration Rights Agreement"), the Company will be
obligated to consummate an exchange offer pursuant to which the Holder of this
Note shall have the right to exchange this Note for notes of a separate series
issued under the Indenture (or a trust indenture substantially identical to the
Indenture in accordance with the terms of the Registration Rights Agreement)
which have been registered under the Securities Act, in like principal amount
and having substantially identical terms as the Notes. The Holders shall be
entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.


                                      A-5
<PAGE>

            9. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay to it any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Notes or portion of a Note selected for
redemption, or register the transfer of or exchange any Notes for a period of 15
days before a mailing of notice of redemption.

            10. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of this Note for all purposes.

            11. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee will pay the money back to
the Company at its written request. After that, Holders entitled to the money
must look to the Company for payment as general creditors unless an "abandoned
property" law designates another Person.

            12. Amendment, Supplement, Waiver, Etc. The Company, the Guarantors
and the Trustee (if a party thereto) may, without the consent of the Holders of
any outstanding Notes, amend, waive or supplement the Indenture or the Notes for
certain specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies, maintaining the qualification of the Indenture under
the Trust Indenture Act of 1939, as amended, and making any change that does not
materially and adversely affect the rights of any Holder. Other amendments and
modifications of the Indenture or the Notes may be made by the Company, the
Guarantors and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of the outstanding Notes, subject to
certain exceptions requiring the consent of the Holders of the particular Notes
to be affected.

            13. Restrictive Covenants. Before the time that the Notes receive an
investment grade rating from both Standard & Poor's Ratings Group and Moody's
Investor's Services, Inc. and certain other conditions are satisfied, the
Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, incur additional Indebtedness,
pay dividends on, redeem or repurchase its Capital Stock, make certain
investments, sell assets, create restrictions on the payment of dividends or
other amounts to the Company from its Restricted Subsidiaries, enter into
transactions with Affiliates and expand into unrelated businesses. So long as
any Notes are outstanding, the Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries to create liens, enter
into sale and leaseback transactions and consolidate, merge or sell all or
substantially all of the assets of the Company or any of its Restricted
Subsidiaries and requires the Company to provide reports to Holders of the Notes
and limits the ability of the Company's Restricted Subsidiaries to guarantee
other debt. Such limitations are subject to a number of important qualifications
and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must
annually report to the Trustee on compliance with such limitations.


                                      A-6
<PAGE>

            14. Successor Corporation. When a successor corporation assumes all
the obligations of its predecessor under the Notes and the Indenture and the
transaction complies with the terms of Article Five of the Indenture, the
predecessor corporation will, except as provided in Article Five, be released
from those obligations.

            15. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Section 6.01(6) or (7) of
the Indenture with respect to the Company or any of its Significant Subsidiaries
that is a Guarantor) occurs and is continuing, then, and in each and every such
case, either the Trustee, by notice in writing to the Company, or the Holders of
not less than 25% of the principal amount of the Notes then outstanding, by
notice in writing to the Company and the Trustee, may declare due and payable,
if not already due and payable, the principal of and any accrued and unpaid
interest on all of the Notes; and upon any such declaration all such amounts
upon such Notes shall become and be immediately due and payable, anything in
this Indenture or in the Notes to the contrary notwithstanding. If an Event of
Default specified in Section 6.01(6) or (7) of the Indenture occurs with respect
to the Company or any of its Significant Subsidiaries that is a Guarantor, then
the principal of and any accrued and unpaid interest on all of the Notes shall
immediately become due and payable without any declaration or other act on the
part of the Trustee or any Holder. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal, premium, if any, or interest on the Notes or a
default in the observance or performance of any of the obligations of the
Company under Article Five of the Indenture) if it determines that withholding
notice is in their best interests.

            16. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

            17. No Recourse Against Others. No director, officer, employee
incorporator or stockholder, of the Company or any Guarantor shall have any
liability for any obligations of the Company or the Guarantors under the Notes,
the Indenture or the Note Guarantees or for a claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

            18. Discharge. The Company's obligations pursuant to the Indenture
will be discharged, except for obligations pursuant to certain sections thereof,
subject to the terms of the Indenture, upon the payment of all the Notes or upon
the irrevocable deposit with the


                                      A-7
<PAGE>

Trustee of United States dollars or U.S. Government Obligations sufficient to
pay when due principal of and interest on the Notes to maturity or redemption,
as the case may be.

            19. Guarantees. The Note will be entitled to the benefits of certain
Note Guarantees made for the benefit of the Holders. Reference is hereby made to
the Indenture for a statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.

            20. Authentication. This Note shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Note.

            21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK. The Trustee, the Company, the
Guarantor and the Holders agree to submit to the jurisdiction of the courts of
the State of New York in any action or proceeding arising out of or relating to
the Indenture or the Notes.

            22. Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

            IMC GLOBAL INC.
            100 South Saunders Road
            Suite 300
            Lake Forest, Illinois 60045
            Attention: Chief Financial Officer


                                      A-8
<PAGE>

                                   ASSIGNMENT

            I or we assign and transfer this Note to:


--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Note on the books of the Company. The Agent
may substitute another to act for him.

Date: _______________  Your Signature: _________________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Note)

Signature Guarantee: ______________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have all or any part of this Note purchased
by the Company pursuant to Section 4.10 or Section 4.18 of the Indenture, check
the appropriate box:

            |_| Section 4.10             |_| Section 4.18

            If you want to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.18 of the Indenture, state the amount you
elect to have purchased:

$_________________________
    (multiple of $1,000)

Date:_____________________

               Your Signature: _________________________________________________
                               (Sign exactly as your name appears on the face of
                               this Note)

__________________________
  Signature Guaranteed

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-10
<PAGE>

                                                                       EXHIBIT B

    [FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE RESTRICTED NOTES]

            The Notes evidenced hereby have not been registered under the United
States Securities Act of 1933 (the "Act") and may not be offered, sold, pledged
or otherwise transferred except (a) (1) to a person who the seller reasonably
believes is a qualified institutional buyer within the meaning of Rule 144A
under the Act purchasing for its own account or for the account of a qualified
institutional buyer in a transaction meeting the requirements of Rule 144A, (2)
in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S
under the Act, (3) pursuant to an exemption from registration under the Act
provided by Rule 144 thereunder (if available), (4) to an institutional
accredited investor in a transaction exempt from the registration requirements
of the Act or (5) pursuant to an effective registration statement under the Act
and (b) in accordance with all applicable securities laws of the United States.


                                      B-1
<PAGE>

           [FORM OF ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE
                                RESTRICTED NOTES]

            I or we assign and transfer this Note to:


--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Note on the books of the Company. The Agent
may substitute another to act for him.

                                   [Check One]

            |_| (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Rule 144A
thereunder.

            or

            |_| (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

            If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.

Date:___________________  Your Signature: ______________________________________
                                          (Sign exactly as your name
                                          appears on the face of this Note)

Signature Guarantee: ___________________________________________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      B-2
<PAGE>

              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated: _____________________        ____________________________________________
                                    NOTICE: To be executed by an executive
                                            officer


                                      B-3
<PAGE>

                                                                       EXHIBIT C

                     [FORM OF LEGEND FOR REGULATION S NOTE]

            This Note has not been registered under the U.S. Securities Act of
1933, as amended (the "Act"), and, unless so registered, may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
Persons unless registered under the Act or except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Act.


                                      C-1
<PAGE>

                   [FORM OF ASSIGNMENT FOR REGULATION S NOTE]

            I or we assign and transfer this Note to:


--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Note on the books of the Company. The Agent
may substitute another to act for him.

                                   [Check One]

            |_| (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Rule 144A
thereunder.

            or

            |_| (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

            If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.

Date: __________________  Your Signature: ______________________________________
                                          (Sign exactly as your name appears
                                          on the face of this Note)

Signature Guarantee: ___________________________________________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      C-2
<PAGE>

              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated: _______________________    ______________________________________________
                                  NOTICE: To be executed by an executive officer


                                      C-3
<PAGE>

                                                                       EXHIBIT D

                        [FORM OF LEGEND FOR GLOBAL NOTE]

      Any Global Note authenticated and delivered hereunder shall bear a legend
(which would be in addition to any other legends required in the case of a
Restricted Note) in substantially the following form:

      This Note is a Global Note within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depository or a nominee of a
Depository. This Note is not exchangeable for Notes registered in the name of a
person other than the Depository or its nominee except in the limited
circumstances described in the Indenture, and no transfer of this Note (other
than a transfer of this Note as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in the limited circumstances
described in the Indenture.

      Unless this Certificate is presented by an authorized representative of
The Depository Trust Company (a New York corporation) ("DTC") to the issuer or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or such other entity as is requested by an authorized
representative of DTC), any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


                                      D-1
<PAGE>

                                                                       EXHIBIT E

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

The Bank of New York
IMC Global Inc.
c/o The Bank of New York
101 Barclay Street
Floor 21W
New York, New York 10286

Attention: Corporate Trust Administration

Ladies and Gentlemen:

            In connection with our proposed purchase of 11.250% Senior Notes Due
2011 (the "Notes") of IMC Global Inc., a Delaware corporation (the "Company"),
we confirm that:

            1. We understand that any subsequent transfer of the Notes is
      subject to certain restrictions and conditions set forth in the Indenture
      dated as of May 17, 2001 relating to the Notes and we agree to be bound
      by, and not to resell, pledge or otherwise transfer the Notes except in
      compliance with, such restrictions and conditions and the Securities Act
      of 1933, as amended (the "Securities Act").

            2. We understand that the Notes have not been registered under the
      Securities Act or any other applicable securities laws, have not been and
      will not be qualified for sale under the securities laws of any non-U.S.
      jurisdiction and that the Notes may not be offered, sold, pledged or
      otherwise transferred except as permitted in the following sentence. We
      agree, on our own behalf and on behalf of any accounts for which we are
      acting as hereinafter stated, that if we should sell any Notes, we will do
      so only (i) to the Company or any subsidiary thereof, (ii) in accordance
      with Rule 144A under the Securities Act to a "qualified institutional
      buyer" (as defined in Rule 144A), (iii) to an institutional "accredited
      investor" (as defined below) that, prior to such transfer, furnishes (or
      has furnished on its behalf by a U.S. broker-dealer) to you a signed
      letter containing certain representations and agreements relating to the
      restrictions on transfer of the Notes, (iv) outside the United States to
      persons other than U.S. persons in offshore transactions meeting the
      requirements of Rule 904 of Regulation S under the Securities Act, (v)
      pursuant to the exemption from registration provided by Rule 144 under the
      Securities Act (if applicable) or (vi) pursuant to an effective
      registration statement, and we further agree to provide to any person
      purchasing any of the


                                      E-1
<PAGE>

      Notes from us a notice advising such purchaser that resales of the Notes
      are restricted as stated herein.

            3. We understand that, on any proposed resale of any Notes, we will
      be required to furnish to you and the Company such certifications, legal
      opinions and other information as you and the Company may reasonably
      require to confirm that the proposed sale complies with the foregoing
      restrictions. We further understand that the Notes purchased by us will
      bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
      501(a)(1), (2), (3) or (7) under the Securities Act) and have such
      knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of our investment in the Notes,
      and we and any accounts for which we are acting each are able to bear the
      economic risk of our or their investment, as the case may be.

            5. We are acquiring the Notes purchased by us for our account or for
      one or more accounts (each of which is an institutional "accredited
      investor") as to each of which we exercise sole investment discretion.

            6. We are not acquiring the Notes with a view toward the
      distribution thereof in a transaction that would violate the Securities
      Act or the securities laws of any state of the United States or any other
      applicable jurisdiction.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                        Very truly yours,

                                        [Name of Transferee]


                                        By: ____________________________________
                                            Name:
                                            Title:

Date: _______________________


                                      E-2
<PAGE>

                                                                       EXHIBIT F

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

The Bank of New York
IMC Global Inc.
c/o The Bank of New York
101 Barclay Street
Floor 21W
New York, New York 10286

Attention: Corporate Trust Administration

      Re:   IMC Global Inc., a Delaware corporation (the "Company")
            11.250% Senior Notes Due 2011 (the "Notes")

Dear Sirs:

            In connection with our proposed sale of $__________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

            (1) the offer of the Notes was not made to a U.S. person or to a
      person in the United States;

            (2) either (a) at the time the buy offer was originated, the
      transferee was outside the United States or we and any person acting on
      our behalf reasonably believed that the transferee was outside the United
      States, or (b) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

            (3) no directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 904(a) of Regulation S;

            (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act; and


                                      F-1
<PAGE>

            (5) we have advised the transferee of the transfer restrictions
      applicable to the Notes.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferee]


                                        By: ____________________________________


                                      F-2
<PAGE>

                                                                       EXHIBIT G

                                   GUARANTEES

            Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally guarantees, to the extent set forth in the Indenture
dated as of May 17, 2001 by and among IMC Global Inc., as issuer, the
Guarantors, as guarantors, and The Bank of New York, as Trustee (as amended,
restated or supplemented from time to time, the "Indenture"), and subject to the
provisions of the Indenture, (a) the due and punctual payment of the principal
of, and premium, if any, and interest on the Notes, when and as the same shall
become due and payable, whether at maturity, by acceleration or otherwise, the
due and punctual payment of interest on overdue principal of, and premium and,
to the extent permitted by law, interest, and the due and punctual performance
of all other obligations of the Company to the Noteholders or the Trustee, all
in accordance with the terms set forth in Article Ten of the Indenture, and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.

            The obligations of the Guarantors to the Noteholders and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth,
and are expressly subordinated and subject in right of payment to the prior
payment in full of all Guarantor Senior Indebtedness, to the extent and in the
manner provided, in Article Ten of the Indenture, and reference is hereby made
to the Indenture for the precise terms and limitations of this Guarantee. Each
Holder of the Note to which this Guarantee is endorsed, by accepting such Note,
agrees to and shall be bound by such provisions.

                         [Signatures on Following Pages]


                                      G-1
<PAGE>

            IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee
to be signed by a duly authorized officer.

                                      CAREY SALT COMPANY
                                      GSL CORPORATION
                                      HARRIS CHEMICAL NORTH AMERICA, INC.
                                      IMC CANADA LTD.
                                      IMC CHEMICALS INC.
                                      IMC GLOBAL OPERATIONS INC.
                                      IMC GLOBAL POTASH HOLDINGS INC.
                                      IMC INORGANIC CHEMICALS INC.
                                      IMC KALIUM OGDEN CORP.
                                      IMC PHOSPHATES MP INC.
                                      IMC POTASH CARLSBAD INC.
                                      IMC POTASH COLONSAY INC.
                                      IMC SALT INC.
                                      IMC USA INC.
                                      KCL HOLDINGS, INC.
                                      NAMSCO INC.
                                      NATI LLC
                                      THE VIGORO CORPORATION



                                      ---------------------------------
                                      J. Bradford James, Vice President


                                      PHOSPHATE RESOURCE PARTNERS LIMITED
                                      PARTNERSHIP

                                      By:  IMC Global Inc.
                                      Its: Administrative General Managing
                                           Partner


                                      ------------------------------------
                                      J. Bradford James, Vice President


                                      By:  FMRP Inc.
                                      Its: General Partner



                                      ------------------------------------
                                      J. Bradford James, Vice President


                                      IMC PHOSPHATES COMPANY

                                      By:  IMC Phosphates MP Inc.
                                      Its: Managing Partner


                                      ------------------------------------
                                      J. Bradford James, Vice President


                                      G-2