SECOND AMENDMENT




SECOND AMENDMENT



 


            THIS
SECOND AMENDMENT dated as of April 6, 2001 (this "Amendment") amends the
Second Amended and Restated Five-Year Credit Agreement dated as of September 29, 2000 (as
previously amended, the "Credit Agreement") among IMC Global Inc. (the
"Company"), various financial institutions (the "Banks")
and Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent"). Terms defined in the Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used herein as defined therein.


            WHEREAS,
the Company, the Banks and the Administrative Agent have entered into the Credit
Agreement; and


            WHEREAS,
the parties hereto desire to amend the Credit Agreement in certain respects as more fully
set forth herein;


            NOW,
THEREFORE, the parties hereto agree as follows:


            SECTION
1 Amendments. Subject to the satisfaction of the conditions precedent set forth in Section
3, the Credit Agreement shall be amended as follows:


            1.1     Revised
Definitions. The definitions of "Trigger Event 1" and "Trigger Event
2" in Section 1.01 are deleted and the following definitions are substituted therefor
in appropriate alphabetical sequence:


"Trigger Event 1" shall be deemed to have occurred on
      the effective date of the Second Amendment to this Agreement. 

      "Trigger Event 2" shall be deemed to have occurred on
      May 21, 2001. 

    
  


            1.2     Amendment
to Section 5.12. The table set forth in Section 5.12 is amended by deleting the
Maximum Leverage Ratio of "4.95 to 1.0" for the fiscal quarter ending 3/31/01
and substituting "5.5 to 1.0" therefor.


            1.3     Amendment
to Section 5.13. The table set forth in Section 5.13 is amended by deleting the
Minimum Interest Coverage Ratio of "2.70 to 1.0" for the fiscal quarter ending
3/31/01 and substituting "2.50 to 1.0" therefor. 


            1.4     Amendments
to Section 5.16. (a) The first sent ITINERARY ence of Section 5.16 is amended by (i)
deleting the word "and" immediately prior to clause (iv) of such sentence and
substituting a comma therefor and (ii) adding the following new clause before the final
period of such sentence:


"and (v) all of the accounts receivable, inventory and general
      intangibles of the Company and the Guarantors"

      (b) The second sentence of Section 5.16 is amended in its entirety to
      read as follows:

      "In furtherance of the foregoing, the Company will, and will cause
      the applicable Subsidiaries to, deliver to the Administrative Agent or any applicable
      collateral trustee from time to time, to the extent necessary or appropriate to comply
      with the preceding sentence, all documents and instruments reasonably necessary and
      customary or appropriate to create a perfected Lien on the assets described in the
      preceding sentence."

    
  


            1.5     Amendments
to Section 5.17. Section 5.17 is amended by deleting the first two sentences thereof
and substituting the following two sentences therefor:


"Promptly upon the occurrence of Trigger Event 2, and from time to
      time thereafter, the Company will take, and will cause its Subsidiaries to take, such
      actions as are reasonably necessary or as the Administrative Agent may reasonably request
      (including delivery of authorization documents, customary opinions of counsel, title
      commitments or policies, insurance assignments and other customary security documentation)
      to ensure that the obligations of the Company hereunder and of the Guarantors under the
      Subsidiary Guaranty are secured by substantially all of the fixed assets of the Company
      and the Guarantors. In furtherance of the foregoing, the Company will, and will cause the
      applicable Subsidiaries to, deliver to the Administrative Agent or any applicable
      collateral trustee, within 90 days after the effective date of the First Amendment to this
      Agreement (and from time to time thereafter to the extent necessary or appropriate to
      comply with the preceding sentence), all documents and instruments reasonably necessary
      and customary or appropriate to create a perfected Lien on the fixed assets of the Company
      and the Guarantors."

    
  


            SECTION
2   Representations and Warranties. The Company represents and
warrants to the Administrative Agent and the Banks that, after giving effect to the
effectiveness hereof, (a) each warranty set forth in Section 9 of the Credit Agreement is
true and correct as of the date of the execution and delivery of this Amendment by the
Company, with the same effect as if made on such date, and (b) no Default or Event of
Default exists.


            SECTION
3   Effectiveness. The amendments set forth in Section 1
above shall become effective on the date (the "Effective Date") on which
the Administrative Agent shall have received (i) counterparts of this Amendment executed
by the Company and the Required Banks; (ii) an amendment fee for each Bank which, on or
before noon (Chicago time) on April 6, 2001, executes and delivers to the Administrative
Agent (by facsimile or otherwise) a counterpart hereof, such fee to be in an amount equal
to 0.125% of such Bank’s Commitment; (iii) a Confirmation, substantially in the form
of Exhibit A, signed by each Subsidiary Guarantor; (iv) a Confirmation,
substantially in the form of Exhibit B, signed by each Phosphate Guarantor; and (v)
a copy of a signed underwritten commitment letter from The Chase Manhattan Bank and/or
Goldman Sachs Credit Partners L.P. providing for a replacement credit facility for the
Company in an amount not less than $500,000,000.


            SECTION
4  Miscellaneous.


            4.1   Continuing
Effectiveness, etc. As herein amended, the Credit Agreement shall remain in full force
and effect and is hereby ratified and confirmed in all respects. After the effectiveness
of this Amendment, all references in the Credit Agreement and the other Loan Documents to
"Credit Agreement" or similar terms shall refer to the Credit Agreement as
amended hereby.


            4.2   Counterparts.
This Amendment may be executed in any number of counterparts and by the different parties
on separate counterparts, and each such counterpart shall be deemed to be an original but
all such counterparts shall together constitute one and the same Amendment.


            4.3   Governing
Law. This Amendment shall be a contract made under and governed by the laws of the
State of Illinois applicable to contracts made and to be performed entirely within such
State.


            4.4   Successors
and Assigns. This Amendment shall be binding upon the Company, the Banks and the
Administrative Agent and their respective successors and permitted assigns, and shall
inure to the benefit of the Company, the Banks and the Administrative Agent and the
respective successors and permitted assigns of the Banks and the Administrative Agent.


[Signatures follow]


Delivered at Chicago, Illinois, as of the day and year first above
      written.

      IMC GLOBAL INC.

                        By:______________________________________________

                        Title:____________________________________________

                         

                        BANK OF AMERICA, N.A., 

                        Individually and as Administrative Agent

                        By:______________________________________________

                        Title: Managing Director

                         

                        THE CHASE MANHATTAN BANK,

                        Individually and as Syndication Agent

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        ROYAL BANK OF CANADA, Individually and as Documentation Agent

                        By:_______________________________________________

                        Title:______________________________________________

                         

                        BANK ONE, NA (Main Office Chicago), Individually and as

                        Co-Syndication Agent

                        By:_______________________________________________

                        Title:______________________________________________

                         

                        SUNTRUST BANK, ATLANTA, Individually and as 

                        Co-Syndication Agent

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        CREDIT AGRICOLE INDOSUEZ

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        THE NORTHERN TRUST COMPANY

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        ABN AMRO BANK N.V.

                        By:______________________________________________

                        Title:_____________________________________________

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        BNP PARIBAS

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        THE BANK OF NEW YORK

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        THE BANK OF TOKYO-MITSUBISHI, LTD. CHICAGO BRANCH

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        FIRST UNION NATIONAL BANK

                        By:______________________________________________

                        Title:_____________________________________________

                         

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

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        STANDARD CHARTERED BANK

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        BANK HAPOALIM B.M.

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        THE DAI-ICHI KANGYO BANK, LTD., CHICAGO BRANCH

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        HSBC BANK USA

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        THE INDUSTRIAL BANK OF JAPAN, LIMITED, CHICAGO BRANCH

                        By:______________________________________________

                        Title:_____________________________________________

                         

                        HARRIS TRUST AND SAVINGS BANK

                        By:______________________________________________

                        Title:_____________________________________________

                      
                    
                  
                
              
            
          
        
      
    
  


 


 


 


 


EXHIBIT A


 


CONFIRMATION


  


Dated as of April 6, 2001


 


To:  Bank of America, N.A., individually and as Administrative
Agent, and the other financial institutions party to the Credit Agreement referred to
below


 


Please refer to: (a) the Amended and Restated Five-Year Credit
Agreement dated as of September 29, 2000 (as previously amended, the "Credit
Agreement") among IMC Global Inc., various financial institutions (the "Banks")
and Bank of America, N.A., as Administrative Agent (the "Administrative Agent");
(b) the Subsidiary Guaranty dated as of January 16, 2001 executed by each of the
undersigned, as amended through the date hereof (the "Subsidiary Guaranty");
and (c) the Second Amendment dated as of April 6, 2001 to the Credit Agreement (the "Second
Amendment"). 


Each of the undersigned hereby confirms to the Administrative Agent and
the Banks that, after giving effect to the Second Amendment and the transactions
contemplated thereby, the Subsidiary Guaranty continues in full force and effect and is
the legal, valid and binding obligation of such undersigned, enforceable against such
undersigned in accordance with its terms. 


 IN WITNESS WHEREOF, this Confirmation has been duly executed and
delivered as of the day and year first above written. 


PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP

                        By: IMC Global Inc., its Administrative Managing General Partner

                        By: __________________________________________________

                        Name: J. Bradford James

                        Title: Executive Vice President and Chief Financial Officer

                        And by: FMRP Inc., its General Partner

                         By: __________________________________________________

                        Name: J. Bradford James

                        Title: Vice President 

                         

                        IMC PHOSPHATES COMPANY

                        By: IMC Phosphates MP Inc., its General Partner

                         By: __________________________________________________

                        Name: J. Bradford James

                        Title: Vice President

                         

                        IMC GLOBAL OPERATIONS INC.

                         By: __________________________________________________

                        Name: J. Bradford James

                        Title: Executive Vice President and Chief Financial Officer

                         

                        IMC PHOSPHATES MP INC.

                        FMRP INC.

                        IMC GLOBAL POTASH HOLDINGS INC.

                        IMC USA INC.

                        KCL HOLDINGS, INC.

                        IMC POTASH TECHNICAL SERVICES INC.

                        WESTERN AG-MINERALS COMPANY

                        IMC POTASH CARLSBAD INC.

                        IMC POTASH COLONSAY INC.

                        IMC INORGANIC CHEMICALS INC.

                        HARRIS CHEMICAL NORTH AMERICA, INC.

                        IMC KALIUM OGDEN CORP.

                        IMC SALT INC.

                        NAMSCO INC.

                        CAREY SALT COMPANY

                        IMC CHEMICALS INC.

                        THE VIGORO CORPORATION

                        GSL CORPORATION

                        By: __________________________________________________

                        Name: J. Bradford James

                        Title: Vice President

                         

                         

                      
                    
                  
                
              
            
          
        
      
    
  


EXHIBIT B


CONFIRMATION


Dated as of April 6, 2001


To:  Bank of America, N.A., individually and as Administrative
Agent, and the other financial institutions party to the Credit Agreement referred to
below


Please refer to: (a) the Amended and Restated Five-Year Credit
Agreement dated as of September 29, 2000 (as previously amended, the "Credit
Agreement") among IMC Global Inc., various financial institutions (the "Banks")
and Bank of America, N.A., as Administrative Agent (the "Administrative Agent");
(b) the Phosphate Guaranty dated as of January 16, 2001 executed by each of the
undersigned, as amended through the date hereof (the "Phosphate Guaranty");
and (c) the Second Amendment dated as of April 6, 2001 to the Credit Agreement (the "Second
Amendment"). 


Each of the undersigned hereby confirms to the Administrative Agent and
the Banks that, after giving effect to the Second Amendment and the transactions
contemplated thereby, the Phosphate Guaranty continues in full force and effect and is the
legal, valid and binding obligation of such undersigned, enforceable against such
undersigned in accordance with its terms. 


 IN WITNESS WHEREOF, this Confirmation has been duly executed and
delivered as of the day and year first above written. 


PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP

                        By: IMC Global Inc., its Administrative Managing General Partner

                        By: __________________________________________________

                        Name: J. Bradford James

                        Title: Executive Vice President and Chief Financial Officer

                        And by: FMRP Inc., its General Partner

                        By: __________________________________________________

                        Name: J. Bradford James

                        Title: Vice President 

                         

                        IMC PHOSPHATES COMPANY 

                        By: IMC Phosphates MP Inc., its General Partner

                        By: __________________________________________________

                        Name: J. Bradford James

                        Title: Vice President

                         

                        IMC PHOSPHATES MP INC.

                        By: __________________________________________________

                        Name: J. Bradford James

                        Title: Vice President

                         

                        FMRP INC.

                        By: __________________________________________________

                        Name: J. Bradford James

                        Title: Vice President