Mississippi Chemical Holdings, Inc.

Guaranty Agreement

Citicorp North America, Inc.,

 as Administrative Agent and as Lender

The Lenders Party to the   Credit Agreement from Time to Time

Ladies and Gentlemen:

          Reference is made to that certain Term Loan, RevolvingCredit, Guarantee and Security Agreement dated as of July 1, 2004 (as the samemay be supplemented, modified or amended from time to time, and any agreemententered into in substitution therefor or replacement thereof, being hereinafterreferred to as the "Credit Agreement") among MississippiChemical Corporation, a Mississippi corporation (the "Borrower"),each of the direct and indirect domestic subsidiaries of the Borrowerdesignated therein as Guarantor (collectively, the "Guarantors"and together with the Borrower, the "Debtors" and each a "Debtor"),Citicorp North America, Inc. as administrative agent and collateral agent forthe Lenders thereunder (in such capacity, and including any successors, the "AdministrativeAgent"), Citigroup Global Markets Inc., as a joint lead arranger,Perry Principals Investments LLC as a joint lead arranger and each of thefinancial institutions from time to time party thereto (collectively, the "Lenders"),pursuant to which the Lenders have agreed to maintain and make available to theBorrower term loans and revolving credit loans ("Term Loans"or "Revolving Credit Loans", respectively and collectively, "Loans"),with such Loans to be evidenced by term notes and revolving credit notes (asthe same may be supplemented, modified or amended from time to time, and anyagreement entered into in substitution therefor or replacement thereof, beinghereinafter referred to as a "Term Note" or "RevolvingCredit Note", respectively and, collectively, a "Note"). All of the Borrower's indebtedness, obligations, and liabilities to the Lendersand/or the Administrative Agent under the Credit Agreement and the other LoanDocuments, including without limitation all such indebtedness, obligations andliabilities evidenced by the Notes and all extensions or renewals of any of theforegoing, are hereinafter collectively referred to as the "DIPIndebtedness".  This Guaranty Agreement, as the same may besupplemented, modified or amended from time to time, and any agreement enteredinto in substitution herefor or replacement hereof, being hereinafter referredto as this "Agreement".

          As an inducement to each Lender to accept and enter intothe Credit Agreement and in consideration of the Loans to be made thereunder,the undersigned (hereinafter referred to as the "Guarantor"),acknowledging that the Lenders have informed the Borrower that the Loans wouldnot be made but for this guarantee, hereby guarantees the full and promptpayment to the Administrative Agent and each of the Lenders at maturity(whether by acceleration, lapse of time or otherwise) and at all timesthereafter of principal of and interest on all DIP Indebtedness of the Borrowerunder the Credit Agreement, and all extensions or renewals of all or any partthereof and all other indebtedness, liabilities and obligations of the Borrowerto the Lenders and the Administrative Agent under the Credit Agreement and/orthe other Loan Documents.  Notwithstanding anything contained in this Guarantyto the contrary, the amount payable by the Guarantor hereunder (includingwithout limitation all amounts payable pursuant to the last sentence of Section1.5 hereof) shall at no time exceed the Maximum Amount.  As used herein, theterm "Maximum Amount"**means an amount equal to theremainder of (1) the fair saleable value of the Guarantor's assets at such timeminus (2) U.S.$1.00.

          This Agreement is a continuing guarantee of the liabilitiesof the Borrower under the Credit Agreement, the Notes and the other LoanDocuments and the liability of the Guarantor is that of principal debtor asbetween the Guarantor and the Administrative Agent and the Lenders but that ofGuarantor as between it and the Borrower.

          The Administrative Agent and the Lenders shall not be boundto exhaust their rights against the Borrower previous to making a demand uponthe Guarantor for the payment and the liability of the Guarantor is to arisefirst when notice in writing is given by the Administrative Agent or theLenders to the Guarantor of any default under the Credit Agreement or any otherLoan Document and demand for payment is made under this Agreement.

Section 1.        Terms and Conditions.  

          *Section 1.1.*     This guaranty of paymentby the Guarantor shall be a continuing, absolute and unconditional guaranty andshall remain in full force and effect until all DIP Indebtedness of theBorrower to the Lenders and the Administrative Agent shall be fully paid andsatisfied and all commitments of the Lenders under the Credit Agreement toextend credit to or for the account of the Borrower shall have terminated.  Thedissolution, liquidation or insolvency (howsoever evidenced) of, or theinstitution of bankruptcy or receivership proceedings against the Guarantor orthe Borrower shall not terminate this Agreement.

          *Section 1.2.*     The obligations andliabilities of the Guarantor hereunder shall not be affected or impaired by anyirregularity, invalidity or unenforceability of or in any of the Notes or otherLoan Documents.

          *Section 1.3.*     The obligations andliabilities of the Guarantor hereunder shall not be affected or impaired by(and the Lenders are hereby expressly authorized to make from time to timewithout notice to the Guarantor) any sale, pledge, surrender, compromise,settlement, release, renewal, extension, indulgence, amendment, alteration,substitution, exchange, change in, modification or other disposition of any ofthe Credit Agreement, the Notes, any other Loan Documents, any other guarantythereof, or of any security or collateral therefor.

          *Section 1.4.*     The obligations and liabilitiesof the Guarantor hereunder shall not be affected or impaired by any acceptanceby the Administrative Agent or the Lenders, or any of them, of any security orcollateral for, or other guarantors upon any of the DIP Indebtedness or by anyfailure, neglect, omission, delay or partial action on the part of theAdministrative Agent or the Lenders, or any of them, in the administration ofthe DIP Indebtedness or to realize upon or protect any of the DIP Indebtednessor any security or collateral therefor, or to exercise any lien upon or rightof appropriation of any moneys, credits or property of the Borrower possessedby any of the Lenders toward the liquidation of the DIP Indebtedness or by anyapplication of payments or credits thereon or by any other circumstanceswhatsoever (with or without notice to or the knowledge of the Guarantor) whichmay in any manner or to any extent vary the risk of the Guarantor hereunder ormay otherwise constitute a legal or equitable discharge of a surety orguarantor; it being the purpose and intent that this guaranty of payment andthe obligations and liability of the Guarantor hereunder shall be absolute andunconditional under any and all circumstances and shall not be dischargedexcept by payment and performance as herein provided.

          *Section 1.5.*     In order to hold theGuarantor liable hereunder, there shall be no obligation on the part of anyLender, at any time, to resort for payment to any person directly liable inrespect of the DIP Indebtedness or to any other guaranty, or to any otherperson, their properties or estates, or to resort to any collateral, security,property, liens or other rights or remedies whatsoever, and the Lenders shallhave the right to enforce this guaranty of payment irrespective of whether or notother proceedings or steps are pending seeking resort to or realization upon orfrom any of the foregoing.  The Guarantor agrees to pay all reasonable out-of-pocketexpenses, including court costs and reasonable attorneys' fees, paid orincurred by the Administrative Agent and the Lenders or any of them inendeavoring to collect on the DIP Indebtedness or any part thereof and inenforcing this Agreement; *provided*that**the amount payable by theGuarantor under this Agreement shall in no event exceed the Maximum Amount. 

          *Section 1.6.*     The granting of creditto the Borrower by any Lender from time to time in addition to the DIPIndebtedness under the Credit Agreement without notice to the Guarantor ishereby authorized and shall in no way affect or impair the obligations andliability of the Guarantor hereunder.

          *Section 1.7.*     The payment by theGuarantor of any amount or amounts under this guaranty of payment shall notentitle it, either at law, in equity or otherwise, to any right, title orinterest (whether by way of subrogation or otherwise) in and to any of the DIPIndebtedness, or in and to any security or collateral therefor, or in or to anyamounts at any time paid or payable under or pursuant to any guaranty by anyother person of all or part of Indebtedness, or in and to any amountstheretofore, then or thereafter paid or applicable to the payment of the DIPIndebtedness, howsoever such payment or payments may arise, until all of theDIP Indebtedness has been fully paid and all obligations of the Lenders toextend credit to or for the benefit of the Borrower shall have terminated orexpired.

          *Section 1.8.*     This Agreement may beenforced by all of the Lenders acting jointly or by the Administrative Agentacting on its own behalf and on behalf of the Lenders.  Any Lender may, withoutany notice to the Guarantor, sell, assign or transfer, to the extent permittedin the Credit Agreement, the DIP Indebtedness held by it, or any part thereof,or grant participations therein; and in that event, each and every immediateand successive assignee, transferee or holder of all or any part of the DIPIndebtedness (but expressly excluding any participant) shall, to the extentpermitted by the first sentence of this Section 1.8, have the right toenforce this Agreement, by suit or otherwise, for the benefit of such assignee,transferee or holder (but expressly excluding any participant) as fully as ifsuch assignee, transferee or holder were herein by name specifically given suchrights, powers and benefits; but each Lender shall have an unimpaired right, tothe extent permitted by the first sentence of this Section 1.8, to enforcethis Agreement for its own benefit or for the benefit of any such participantas to so much of the DIP Indebtedness that it has not sold, assigned ortransferred.

          *Section 1.9.*     If any payment appliedto any of the DIP Indebtedness is thereafter set aside, recovered, rescinded orrequired to be returned for any reason (including, without limitation, thebankruptcy, insolvency or reorganization of any of the Borrower or any otherobligor), the DIP Indebtedness to which such payment was applied shall for thepurposes of this Agreement be deemed to have continued in existence,notwithstanding such application, and this Agreement shall be enforceable as tosuch of the DIP Indebtedness as fully as if such application had never beenmade.

Section 2.        Representations and Warranties.  

The Guarantor herebyrepresents and warrants that:  

          *Section 2.1.     Organization*.  TheGuarantor is duly organized and validly existing in good standing under thelaws of the jurisdiction of its organization, and has the power and authorityto own its property and assets and to transact the business in which it isengaged and presently proposes to engage.

          *Section 2.2.     Authority*.  TheGuarantor has the power and authority to execute, deliver and carry out theterms and provisions of this Agreement and has taken all necessary action toauthorize the execution, delivery and performance of this Agreement. 

          *Section 2.3.     Execution and Delivery;Enforceability*.  The Guarantor has duly executed and delivered thisAgreement and this Agreement constitutes the legal, valid and bindingagreements of the Guarantor enforceable in accordance with its terms, except tothe extent that the enforceability thereof may be limited by applicablebankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium orother similar laws generally affecting creditors' rights and by equitableprinciples (regardless of whether enforcement is sought in equity or at law).

          *Section 2.4.     Non-Contravention*. Neither the execution, delivery and performance by the Guarantor of thisAgreement nor compliance with the terms and provisions hereof (i) willcontravene any provision of any law, statute, rule, regulation, order, writ,injunction or decree of any court or governmental instrumentality applicable tothe Guarantor or its properties and assets, or (ii) will conflict with orresult in any breach of, any of the terms, covenants, conditions or provisionsof, or constitute a default under, or result in the creation or imposition of(or the obligation to create or impose) any lien upon any of the property orassets of the Guarantor pursuant to the terms of its organizational documents(e.g., memorandum and articles of association or by-laws, or other similardocument) or any promissory note, bond, debenture, indenture, mortgage, deed oftrust, credit or loan agreement, or any other material agreement or otherinstrument, to which the Guarantor is a party or by which it or any of itsproperty or assets are bound or to which it may be subject. 

          *Section 2.5.     Approvals. *Otherthan the consent (which has been obtained) to this Agreement by JPMorgan ChaseBank, as collateral trustee, under that certain Deed of Charge (Shares andSecurities), dated as of November 10, 1998 (the "Deed of Charge"),and any related agreements, no order, consent, approval, license,authorization, or validation of, or filing, recording or registration with, orexemption by, any governmental or public body or authority, or any subdivisionthereof, is required to authorize or is required as a condition to (i) theexecution, delivery and performance by the Guarantor of this Agreement, or(ii) the legality, validity, binding effect or enforceability of thisAgreement.

          *Section 2.6.     Litigation.*  Thereare no actions, suits or proceedings pending or, to, the knowledge of theGuarantor, threatened with respect to the Guarantor which question the validityor enforceability of this Guaranty or any of the other Term Loan Documentsexecuted by it, or of any action to be taken by the Guarantor pursuant to thisGuaranty.

          *Section 2.7.     Ownership ofSubsidiaries*.  The Guarantor is the legal and beneficial owner of all ofthe issued and outstanding equity interests of MissChem (Barbados), SRL, asociety organized under the Societies with Restricted Liability Act, 1995-7 ofBarbados ("MissChem Barbados") other than one quota owned byMr. Charles Dunn; MissChem Barbados is the legal and beneficial owner of all ofthe issued and outstanding equity interests of MissChem Trinidad Limited, acompany organized under the Companies Act, 1995 of the laws of the Republic ofTrinidad and Tobago ("MissChem Trinidad"); and MissChemTrinidad is the legal and beneficial owner of 50% of the issued and outstandingequity interests of Farmland MissChem Limited, a company incorporated under theCompanies Ordinance, Chapter 31, No. 1, and continued under theCompanies Act Chapter 81:01 of the laws of the Republic of Trinidad andTobago ("FMCL").  

          *Section 2.8.     Nature of Business*. The only business of the Guarantor is owning and holding the capital stock ofMissChem Barbados owned by it; the only business of MissChem Barbados is owningand holding the capital stock of MissChem Trinidad owned by it; and the onlybusiness of MissChem Trinidad is owning and holding the capital stock of FMCLowned by it, owning a subordinated promissory note in the principal amount ofU.S.$54,010,869 made by FMCL (the "FMCL Subordinated Note")and fulfilling its obligations under the Deed of Charge and the UnanimousShareholders Agreement.

          *Section 2.9.     Liabilities*.  Otherthan as set forth in the Deed of Charge, neither the Guarantor nor any of itsSubsidiaries has any liabilities that, either individually or in the aggregate,are material to the Guarantor or any such Subsidiary.

Section 3.        Covenants.  

It is understood and agreed that so long as credit is inuse or available under the Credit Agreement or any DIP Indebtedness remainsunpaid, except to the extent compliance in any case or cases is waived inwriting by the Required Lenders:

          *Section 3.1.     Maintenance ofBusiness.*  The Guarantor shall, and shall cause each of its Subsidiariesto, preserve and maintain its existence.  The Guarantor shall, and shall causeeach of its Subsidiaries to, preserve and keep in force and effect alllicenses, permits and franchises necessary to the proper conduct of itsbusiness.

          *Section 3.2.     Taxes and Assessments.* The Guarantor shall duly pay and discharge, and shall cause each of itsSubsidiaries to duly pay and discharge, all taxes, rates, assessments, fees andgovernmental charges upon or against it or its Properties, in each case beforethe same become delinquent and before penalties accrue thereon, unless and tothe extent that the same are being contested in good faith and by appropriateproceedings which prevent enforcement of the matter under contest and adequatereserves are provided therefor.

          *Section 3.3.     Insurance.*  TheGuarantor shall insure and keep insured, and shall cause each of itsSubsidiaries to insure and keep insured, with good and responsible insurancecompanies, all insurable Property owned by it which is of a character usuallyinsured by Persons similarly situated and operating like Properties againstloss or damage from such hazards and risks, and in such amounts, as are insuredby Persons similarly situated and operating like Properties; and the Borrowershall insure, and shall cause each of its Subsidiaries to insure, such otherhazards and risks (including employers' and public liability risks) with goodand responsible insurance companies as and to the extent usually insured byPersons similarly situated and conducting similar businesses.  

          *Section 3.4.     Borrowings andGuaranties.*  The Guarantor shall not, nor shall it permit any of itsSubsidiaries to, issue, incur, assume, create or have outstanding any Debt, orbe or become liable as endorser, guarantor, surety or otherwise for any Debt,obligation or undertaking of any other Person, or otherwise agree to providefunds for payment of the obligations of another, or supply funds thereto orinvest therein or otherwise assure a creditor of another against loss, or applyfor or become liable to the issuer of a letter of credit which supports an obligationof another Person, or subordinate any claim or demand it may have to the claimor demand of any other Person; *provided, however,* that the foregoingshall not restrict nor operate to prevent:

              (a)      Debt of the Guarantor under thisAgreement; and

              (b)      Obligations and liabilitiesarising under the Deed of Charge, the Subordination Agreement, the ShareholdersAgreement and the Unanimous Shareholders Agreement.

          *Section 3.5.     Liens.*  TheGuarantor shall not, nor shall it permit any of its Subsidiaries to, create,incur or permit to exist any Lien of any kind on any Property owned by any suchPerson; *provided, however,* that the foregoing shall not apply to noroperate to prevent (a) Liens granted to the Ex-Im Bank to secure FMCL'sindebtedness to the Ex-Im Bank, and (b) the contractual restrictionscontained in the Shareholders Agreement, the Deed of Charge and the UnanimousShareholders Agreement.

          *Section 3.6.     Investments,Acquisitions, Loans and Advances.*  Other than (a) investments of the typedescribed in Section 6.6 of the Credit Agreement, (b) intercompany loans andadvances to the Borrower made with income and profits generated in the ordinarycourse of business and not with the proceeds of any liquidating dividend ordistribution, (c) investments by the Guarantor in any of its Subsidiaries, and(d) investments by any Subsidiary in any of such Subsidiary's Subsidiaries andthe FMCL Subordinated Note, the Guarantor shall not, nor shall it permit any ofits Subsidiaries to, directly or indirectly, make, retain or have outstandingany investments (whether through purchase of stock or obligations or otherwise)in, or loans or advances to, any other Person, or acquire all or anysubstantial part of the assets or business of any other Person or divisionthereof.

          *Section 3.7.     Mergers, Consolidationsand Sales.*  The Guarantor shall not, nor shall it permit any of itsSubsidiaries to, be a party to any merger or consolidation, or sell, transfer,lease or otherwise dispose of all or any part of its Property, including anydisposition of Property as part of a sale and leaseback transaction, or in anyevent sell or discount (with or without recourse) any of its notes or accountsreceivable.

          *Section 3.8.     Maintenance ofSubsidiaries.*  The Guarantor shall not assign, sell or transfer, nor shallit permit any of its Subsidiaries to issue, assign, sell or transfer, anyshares of capital stock of its Subsidiaries; *provided, however,* that theforegoing shall not operate to prevent the issuance, sale and transfer to anyperson of any shares of capital stock of Subsidiaries solely for the purpose ofqualifying, and to the extent legally necessary to qualify, such person as adirector of such Subsidiary.

          *Section 3.9.     Dividends and CertainOther Restricted Payments.*  The Guarantor shall not (a) declare or payany dividends on or make any other distributions in respect of any class orseries of its capital stock, other than dividends payable out of income andprofits generated in the ordinary course of business and not in the nature of aliquidating distribution, or (b) directly or indirectly purchase, redeem,or otherwise acquire or retire any of its capital stock.

        *Section 3.10.     Compliance with Laws.* The Guarantor shall, and shall cause each of its Subsidiaries to, comply in allmaterial respects with the requirements of all applicable laws, rules,regulations, ordinances and orders applicable to or pertaining to its Propertyor business operations.

        *Section 3.11.     Burdensome Contractswith Affiliates.*  The Guarantor shall not, nor shall it permit any of itsSubsidiaries to, enter into any contract, agreement or business arrangementwith any of its Affiliates on terms and conditions which are less favorable tothe Guarantor or such Subsidiary than would be usual and customary in similarcontracts, agreements or business arrangements between Persons not affiliatedwith each other, except as provided in the Subordination Agreement, the Deed ofCharge, the Shareholders Agreement and the Unanimous Shareholders Agreement.

        *Section 3.12.     Change in the Nature ofBusiness.*  The Guarantor shall not, nor shall it permit any of itsSubsidiaries to, engage in any business or activity if as a result (a) thegeneral nature of the business of the Guarantor or any of its Subsidiarieswould be changed in any material respect from the general nature of thebusiness engaged in by it as of the date hereof, or (b) any representationor warranty contained in Section 2 of this Guaranty would no longer betrue and correct.  

        *Section 3.13.     No Restrictions.*  Exceptas provided herein, in the Deed of Charge, the Shareholders Agreement, theUnanimous Shareholders Agreement and in the Credit Agreement, the Guarantorshall not, nor shall it permit any of its Subsidiaries to, directly orindirectly create or otherwise cause or suffer to exist or become effective anyconsensual encumbrance or restriction of any kind on the ability of theGuarantor or any of its Subsidiaries to:  (a) pay dividends or make anyother distribution on any of the Guarantor's Subsidiaries' capital stock orother equity interests owned by the Guarantor or any of its other Subsidiaries,(b) pay any indebtedness owed to the Borrower or any of the Guarantor'sSubsidiaries', (c) make loans or advances to the Guarantor or any of theGuarantor's Subsidiaries, (d) transfer any of its Property to theGuarantor or any of its other Subsidiaries, or (e) guarantee theIndebtedness pursuant to this Agreement.

        *Section 3.14.     Leases.*  TheGuarantor will not, and will not permit any of its Subsidiaries to, enter intoany rental agreement or lease as lessee of real or personal property.

        *Section 3.15.     Sale and LeasebackTransactions.*  Neither the Guarantor nor any of its Subsidiaries shall,directly or indirectly, enter into any arrangement with any Person providingfor the Guarantor or any of its Subsidiaries to lease or rent Property that theGuarantor or such Subsidiary has or will sell or otherwise transfer to suchPerson.

        *Section 3.16.*     *Guaranty as aLiability.*  For the purposes of determining the solvency of the Guarantorunder the International Business Companies' Act, Cap. 291 of the Laws of theBritish Virgin Islands this Guarantee shall be treated as a liability and shallbe shown as a liability on the books of account of the Guarantor.

Section 4.        Definitions.  

               The terms hereinafter set forth when used herein shall havethe following meanings:

               "Affiliate" shall mean, for any Person,any other Person (including all directors and officers of such Person) thatdirectly or indirectly controls, or is under common control with, or iscontrolled by, such Person.  As used in this definition, *"control"*means the power, directly or indirectly, to direct or cause the direction ofmanagement or policies of a Person (through ownership of voting securities, bycontract or otherwise), *provided* that, in any event for purposes of thedefinition any Person that owns directly or indirectly 10% or more of thesecurities having ordinary voting power for the election of directors of acorporation or 10% or more of the partnership or other ownership interests ofany other Person will be deemed to control such corporation or other Person.  

               "Capitalized Lease" shall mean any leaseor obligation for rentals which is required to be capitalized on a consolidatedbalance sheet of a Person and its Subsidiaries in accordance with generallyaccepted accounting principles, consistently applied.

               "Capitalized Lease Obligation" shall meanthe present discounted value of the rental obligations under any CapitalizedLease.  

               "Debt" of any Person shall mean as of anytime the same is to be determined, the aggregate (without duplication) of:

              (a)      all indebtedness, obligations andliabilities with respect to borrowed money;

              (b)      all guaranties, endorsements(other than any liability arising out of the endorsement of items for depositor collection in the ordinary course of business) and other contingentobligations in respect of, or any obligations to purchase or otherwise acquire,indebtedness or securities of others or to purchase Property of others at therequest or demand of any creditor of such Person;

              (c)      all reimbursement and otherobligations with respect to letters of credit (whether drawn or undrawn),banker's acceptances, customer advances and other extensions of credit whetheror not representing obligations for borrowed money;

              (d)      the aggregate amount ofCapitalized Lease Obligations;

              (e)      all indebtedness and liabilitiessecured by any lien or any security interest on any Property or assets of suchPerson, whether or not the same would be classified as a liability on a balancesheet; and

               (f)      all indebtedness, obligationsand liabilities representing the deferred purchase price of Property, excludingtrade payables incurred in the ordinary course of business not more than 90days past due;

all computed and determined on a consolidated basis for suchPerson and its Subsidiaries after the elimination of intercompany items inaccordance with generally accepted accounting principles consistently applied.

               "Ex-Im Bank" means the Export-Import Bankof the United States.

               "Lien"**means any mortgage, lien,security interest, pledge, charge or encumbrance of any kind in respect of anyProperty, including the interests of a vendor or lessor under any conditionalsale, Capital Lease or other title retention arrangement.

               "Person" shall mean and include anyindividual, sole proprietorship, partnership, limited liability company, jointventure, trust, unincorporated organization, association, corporation,institution, entity, party or government (whether national, federal, state,county, city, municipal, or otherwise, including, without limitation, anyinstrumentality, division, agency, body or department thereof).

               "Property" shall mean all assets andproperties of any nature whatsoever, whether real or personal, tangible orintangible, including without limitation intellectual property.

               "Required Lenders" shall have the meaninggiven to such term in the Credit Agreement.

               "Shareholders Agreement" means the Amendedand Restated Shareholders Agreement dated November 10, 1998, among the Borrower, the Guarantor and its Subsidiaries, Farmland Industries, Inc. andcertain of its Subsidiaries, and FMCL.

               "Subordination Agreement" means theSubordination Agreement dated as of November 10, 1998, among the Ex-ImBank, MissChem Trinidad, and FMCL.

               "Subsidiary" shall mean, for any Person,any corporation or other entity of which more than fifty percent (50%) of theoutstanding stock or comparable equity interests having ordinary voting powerfor the election of the Board of Directors of such corporation or similargoverning body in the case of a non-corporation (irrespective of whether ornot, at the time, stock or other equity interests of any other class or classesof such corporation or other entity shall have or might have voting power byreason of the happening of any contingency) is at the time directly orindirectly owned by such Person or by one or more of its Subsidiaries.

               "Loan Documents" shall have the meaningspecified in the Credit Agreement.

               "Unanimous Shareholders Agreement" meansthe Unanimous Shareholders Agreement dated as of November 10, 1998, among MissChem Trinidad, MissChem Barbados and JPMorgan Chase Bank.

Section 5.        Miscellaneous.  

          *Section 5.1.     Notices*.  Unlessotherwise expressly provided herein, all communications provided for hereinshall be in writing or by telecopy and shall be deemed to have been given ormade when served personally, when an answer back is received in the case ofnotice by telecopy or 2 days after the date when deposited in the UnitedStates mail addressed if to the Guarantor to P.O. Box 388, Yazoo City,Mississippi  39194, Attention:  Corporate Secretary with a copy tothe Ex-Im Bank, 811 Vermont Avenue NW, Washington, D.C.  20571, Attention: Alice McNutt Miller, Managing Director; if to the Administrative Agent toCiticorp North America, Inc., 388 Greenwich Street, 19th Floor, NewYork, New York 10013 Attention:  Christopher Dunlop; and if to any of theLenders, at the address for each Lender set forth in the Credit Agreement; orat such other address as shall be designated by any party hereto in a writtennotice to each other party pursuant to this Section 2.1.

          *Section 5.2.     Jurisdiction; Venue*. The Guarantor hereby submits to the nonexclusivejurisdiction of the United States District Court for the Southern District ofNew York and of any New York court sitting in New York City for purposes of alllegal proceedings arising out of or relating to this Agreement or thetransactions contemplated hereby.  The Guarantor irrevocably waives, to the fullest extent permitted by law, anyobjection which it may now or hereafter have to the laying of the venue of anysuch proceeding brought in such a  court and any claim that anysuch proceeding brought in such a  court has been brought in an inconvenientforum.

           *Section 5.3     Appointment of Agentfor Service of Process.*  The Guarantor consents to the service of processby registered or certified mail out of any such court or by service of processon CT Corporation System, [New York office] which the Guarantor herebyirrevocably appoints as its agent to receive, for it and on its behalf, serviceof process in any action or proceeding in New York.  Such service shall bedeemed completed on delivery to such process agent (whether or not it is forwardedto and received by the undersigned) provided that notice of such service ofprocess is given by the Administrative Agent to the Guarantor.  If, for anyreason, such process agent ceases to be able to act as such or no longer has anaddress in New York, the undersigned irrevocably agrees to appoint a substituteprocess agent acceptable to the Administrative Agent and to deliver to theAdministrative Agent a copy of the new agent's acceptance of that appointmentwithin 30 days.  Nothing contained herein shall affect the right of theAdministrative Agent to serve legal process in any other manner or to bring anyproceeding hereunder in any jurisdiction where the Guarantor may be amenable tosuit.  

          *Section 5.4.     Waiver of Jury Trial.*  The Guarantor and, by accepting the benefitsof this Agreement, the Administrative Agent and each Lender hereby irrevocablywaives any and all right to trial by jury in any legal proceeding arising outof or relating to this Agreement or the transactions contemplated hereby.

          *Section 5.5.*     *Governing Law;Successors and Assigns. *ThisAgreement shall be construed according to the internal laws of the state of New York, in which State it shall be performed by the Guarantor. This Agreement and every part hereof shall be binding upon the Guarantor andupon its legal representatives, successors and assigns of each and all of theundersigned, and shall inure to the benefit of the Lenders and their respectivesuccessors, legal representatives and assigns.

          *Section 5.6.*     *Entire Agreement.* This writing is intended by the parties to be a complete and final expressionof this Agreement and is also intended as a complete and exclusive statement ofthe terms of that agreement.  No course of dealing, course of performance ortrade usage, and no parole evidence of any nature, shall be used to supplementor modify any terms hereof, nor are there any conditions to the fulleffectiveness of this Agreement.

          *Section 5.7.*     *Release of Guarantor.* The Guarantor shall not be released from any of its obligations under thisAgreement, and this Section 5.7 may not be amended, modified or waived,without the prior written consent of all of the Lenders.

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Dated as of July 1, 2004.

                                                                      MississippiChemical Holdings, Inc.

 

 

                                                                      By   /s/ Larry Holley                   

                                                                           Larry W. HOLLEY

                                                                           ItsDirector