EXHIBIT 10.1



AMENDED AND RESTATED CREDIT AGREEMENT

AMONG

MISSISSIPPI CHEMICAL CORPORATION

THE LENDERS PARTY HERETO

AND

HARRIS TRUST AND SAVINGS BANK,as Administrative Agent

Dated as of November 15, 2002



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TABLE OF CONTENTS

MISSISSIPPI CHEMICAL CORPORATIONCREDIT AGREEMENT



SECTION 1.     THE REVOLVING
CREDIT AND SWING LINE.......................................2

Section 1.1.     The Revolving
Credit.....................................................................2

Section 1.2.     Swingline Loans under the
Revolving Credit...................................3

Section 1.3.     Interest
Rates................................................................................4

Section 1.4.     Letters of
Credit............................................................................5

Section 1.5.     Reimbursement
Obligation.............................................................6

Section 1.6.     Manner of Borrowing Revolving
Credit Loans and                           
Swingline
Loans........................................................................6

Section 1.7.     Participation in
L/Cs.......................................................................7

Section 1.8.     Capital
Adequacy..........................................................................8

SECTION 2.     THE COLLATERAL AND
GUARANTIES...................................................9

Section 2.1.     Collateral.......................................................................................9

Section 2.2.     Liens on Real
Property...................................................................9

Section 2.3.     Guaranties...................................................................................10

Section 2.4.     Further
Assurances......................................................................10

SECTION 3.     THE NOTES, FEES, PREPAYMENTS,
TERMINATIONS
AND                        
APPLICATION OF PAYMENTS...............................................................10

Section 3.1.     The
Notes..................................................................................10

Section 3.2.     Facility
Fee.................................................................................11

Section 3.3.     Agent's
Fees...............................................................................11

Section 3.4.     Optional Prepayments of Base
Rate Loans..................................11

Section 3.5.     Revolving Credit
Termination......................................................13

Section 3.6.     Place and Application of
Payments.............................................13

Section 3.7.     Closing
Fee...............................................................................18

SECTION 4.     DEFINITIONS..........................................................................................18

Section 4.1.     Certain
Definitions.....................................................................18

Section 4.2.     Accounting
Terms.....................................................................32

SECTION 5.     REPRESENTATIONS AND
WARRANTIES.........................................32

Section 5.1.     Organization and
Qualification; Non-Contravention....................32

Section 5.2.     Financial
Reports.......................................................................33

Section 5.3.     Litigation; Tax Returns;
Approvals..............................................33

Section 5.4.     Regulation
U..............................................................................33

Section 5.5.     No
Default.................................................................................33

Section 5.6.     ERISA.......................................................................................33

Section 5.7.     Debt and Security
Interests.........................................................34

Section 5.8.     Subsidiaries................................................................................34

Section 5.9.      Accurate
Information.................................................................34

Section 5.10.     Enforceability...........................................................................34

Section 5.11.     Restrictive
Agreements.............................................................34

Section 5.12.     No Violation of
Law................................................................34

Section 5.13.     No Default Under Other
Agreements.......................................35

Section 5.14.     Status Under Certain
Laws......................................................35

Section 5.15.     Pari Passu...............................................................................35

Section 5.16.     Organization and
Qualification of the Guarantors......................35

SECTION 6.     CONDITIONS
PRECEDENT..................................................................35

Section 6.1.       Amendment and
Restatement..................................................36

Section 6.2.       Each Extension of
Credit.........................................................38

SECTION 7.     COVENANTS..........................................................................................38

Section 7.1.       Maintenance of
Property.........................................................38

Section 7.2.       Taxes......................................................................................39

Section 7.3.       Maintenance of
Insurance........................................................39

Section 7.4.       Financial
Reports.....................................................................39

Section 7.5.       Inspection................................................................................40

Section 7.6.       Consolidation and
Merger........................................................41

Section 7.7.       Transactions with
Affiliates.......................................................41

Section 7.8.       Dividends and
Certain Other Restricted Payments....................41

Section 7.9.       Liens.......................................................................................41

Section 7.10.     Borrowings and
Guaranties......................................................43

Section 7.11.     Investments, Loans, Advances
and Acquisitions.......................44

Section 7.12.     Sale of
Property......................................................................45

Section 7.13.     Notice of Suit or Adverse
Change in Business                            
or
Default............................................................................45

Section 7.14.     ERISA....................................................................................45

Section 7.15.     Use of
Proceeds......................................................................46

Section 7.16.     Compliance with Laws,
etc......................................................46

Section 7.17.     Sale and Leaseback
Transactions.............................................46

Section 7.18.     Fiscal
Quarters........................................................................46

Section 7.19.     New
Subsidiaries....................................................................46

Section 7.20.     Minimum EBITDA..................................................................46

Section 7.21.     Capital
Expenditures...............................................................46

Section 7.22.     Operating
Leases....................................................................46

Section 7.23.     No Restrictions on
Subsidiaries...............................................46

Section 7.24.     Collateral
Proceeds................................................................47

Section 7.25.     Maintenance of
Subsidiaries...................................................48

Section 7.26.     Marketing of Trinidad
Interest................................................48

Section 7.27.     Post-Closing
Matters.............................................................48

SECTION 8.     EVENTS OF DEFAULT AND
REMEDIES............................................48

Section 8.1.      Definitions..............................................................................48

Section 8.2.      Remedies for
Non-Bankruptcy Defaults.................................50

Section 8.3.      Remedies for Bankruptcy
Defaults.........................................50

Section 8.4.      L/Cs.....................................................................................50

SECTION  9.     THE
AGENT.........................................................................................51

Section 9.1.       Appointment and
Powers.....................................................51

Section 9.2.       Powers................................................................................51

Section 9.3.       General
Immunity.................................................................51

Section 9.4.       No Responsibility
for Loans, Recitals, etc.............................51

Section 9.5.       Right to
Indemnity................................................................51

Section 9.6.       Action Upon
Instructions of Banks.......................................51

Section 9.7.       Employment of
Agents and Counsel.....................................52

Section 9.8.       Reliance on
Documents; Counsel.........................................52

Section 9.9.       May Treat Payee as
Owner.................................................52

Section 9.10.     Agents'
Reimbursement........................................................52

Section 9.11.     Rights as a
Bank...................................................................52

Section 9.12.     Bank Credit
Decision............................................................52

Section 9.13.     Resignation of
Agent.............................................................53

Section 9.14.     Duration of
Agency..............................................................53

Section 9.15.     Authorization to Release
Liens and Limit
Amount                          
of
Certain Claims................................................................53

Section 9.16.     Authorization to Execute
Amendments..................................53

SECTION 10.     MISCELLANEOUS.............................................................................53

Section 10.1.     Amendments and
Waivers....................................................53

Section 10.2.     Waiver of
Rights..................................................................54

Section 10.3.     Several
Obligations..............................................................54

Section 10.4.     Non-Business
Day...............................................................55

Section 10.5.     Documentary
Taxes.............................................................55

Section 10.6.     Representations...................................................................55

Section 10.7.     Notices................................................................................55

Section 10.8.     Costs and Expenses;
Indemnity............................................55

Section 10.9.     Counterparts.......................................................................56

Section 10.10.    Successors and Assigns; Governing
Law;                            
Entire
Agreement............................................................56

Section 10.11.    No Joint
Venture...............................................................57

Section 10.12.    Severability.......................................................................57

Section 10.13.    Table of Contents and
Headings........................................57

Section 10.14.    Sharing of
Payments..........................................................57

Section 10.15.    Jurisdiction; Venue; Waiver of
Jury Trial............................57

Section 10.16.    Participants and Note
Assignees........................................58

Section 10.17.    Assignment of Commitments by
Banks...............................58

Signature
Page.....................................................................................................................................60

Exhibit A -  Revolving Credit Note

Exhibit B -  Application and Agreement for Letter of
Credit

Exhibit C -  The A Mortgages

Exhibit D -  The B Mortgages

Exhibit E -  Opinion of Counsel to the Borrower and the
Domestic Guarantors

Exhibit F -  Opinion of Lex Caribbean

Exhibit G -  Schedule of Subsidiaries

Exhibit H -  Compliance Certificate

Exhibit I -    Form of Legal Opinion of
Borrowers' Counsel

Exhibit J -   Farmland MissChem Project
Contingent Obligations

Exhibit K -  First Amendment to Security Agreement

Exhibit L -  First Amendment to Pledge Agreement

Exhibit M - First Amendment to Security Agreement Re:
Aircraft

Exhibit N -  Borrowing Base Report

Exhibit O -  Non-Principal Properties

Exhibit P -  Certificate Regarding Computation of
Consolidated Net Tangible Assets

SCHEDULE 5.3. - LITIGATION

SCHEDULE 7.23. - EXISTING RESTRICTIONS



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MISSISSIPPI CHEMICAL CORPORATION

AMENDED AND RESTATED CREDIT AGREEMENT

Harris Trust and Savings BankChicago, Illinois

The from time to time lenders parties hereto

Ladies and Gentlemen:

The undersigned MISSISSIPPI
CHEMICAL CORPORATION, a Mississippi corporation (the "Borrower"), refers
to that certain Credit Agreement dated as of November 25, 1997, as amended
and currently in effect (the "Original Credit Agreement") among the
Borrower, the from time to time banks party thereto (individually a "Bank"and collectively the "Banks."), and Harris Trust and Savings Bank,
individually ("Harris") and as administrative agent (the
"Administrative Agent") for the Banks.

The Borrower has requested that
the Revolving Credit Commitments be reduced, the Termination Date of the
Original Credit Agreement be extended, and that certain other amendments be made
to the Original Credit Agreement and, for the sake of clarity and convenience,
that the Original Credit Agreement be restated in its entirety as so amended.
This Amended and Restated Credit Agreement amends and restates in its entirety
the Original Credit Agreement, and from the Effective Date all references made
to the Original Credit Agreement in any Loan Document or in any other instrument
or document shall, without more, be deemed to refer to this Amended and Restated
Credit Agreement. This Amended and Restated Credit Agreement shall become
effective and shall supersede all provisions of the Original Credit Agreement
upon the date of the execution of this Amended and Restated Credit Agreement by
each of the parties hereto and the fulfillment of the conditions precedent
contained in Section 6.1hereof (the "Effective Date"). All A
Loans, B Loans and all L/Cs outstanding under the Original Credit Agreement
shall be carried forward and continued as A Loans, B Loans and L/Cs,
respectively, under this Agreement; it being understood and agreed that the
amendment and restatement of the Original Credit Agreement in the form of this
Agreement constitutes an amendment and restatement of the terms applicable to
such A Loans, B Loans and L/Cs respectively, but does not constitute a repayment
and re-borrowing or novation thereof. The parties hereto confirm that the
aggregate principal balance of the B Loans so carried forward on the Effective
Date is $105,000,000, and all Loans outstanding under the Original Credit
Agreement in excess of $105,000,000 immediately prior to the Effective Date
constitute A Loans and are carried forward as such under this Agreement. All
capitalized terms not defined in the text of this Agreement are defined in
Section 4.1 hereof.

Accordingly, upon the Effective
Date the Original Credit Agreement shall be amended and restated in its entirety
to read as follows:

SECTION 1.     THE REVOLVING CREDIT AND SWING
LING.

Section 1.1.     The
Revolving Credit. (a) Subject to all of the terms and conditions
hereof, the Banks agree, severally and not jointly, to extend a Revolving Credit
to the Borrower which may be utilized by the Borrower in the form of loans
(individually a "Revolving Credit Loan" and collectively the
"Revolving Credit Loans") and L/Cs (as hereinafter defined). The
aggregate principal amount of all Loans (as hereinafter defined) plus the
maximum amount available for drawing under all L/Cs and the aggregate principal
amount of all unpaid Reimbursement Obligations (as hereinafter defined) at any
time outstanding (collectively the "Revolving Credit Obligations") may
not exceed the lesser of the Borrowing Base, as most recently computed, and the
sum of the Revolving Credit Commitments (as hereinafter defined) at any time.
The Revolving Credit shall be available to the Borrower, and may be availed of
by the Borrower from time to time, be repaid (subject to the restrictions on
prepayment set forth herein) and used again, during the period from the date
hereof to and including November 10, 2003 (the "Termination Date"),
at which time the entire outstanding principal amount of all Revolving Credit
Obligations, together with all accrued and unpaid interest thereon, shall be due
and payable.

(b)     The
respective maximum aggregate principal amounts of the Revolving Credit at any
one time outstanding and the percentage (the "Commitment Percentage") of
the Revolving Credit available at any time which each Bank by its acceptance
hereof severally agrees to make available to the Borrower are as follows
(collectively, the "Revolving Credit Commitments" and individually, a
"Revolving Credit Commitment"):

|Harris Trust and Savings
      Bank       | $28,875,000.00                              | 17.5% 
|----------------------------------------- | ------------------------------------------- | ------
|Credit Agricole Indosuez                  | $18,562,500                                 | 11.25%
|BNP Paribas                               | $16,500,000                                 | 10.00%
|Mizuho Corporate Bank, Ltd.               | $24,750,000                                 | 15.00%
|Banc of America Strategic Solutions, Inc. | $14,437,500                                 | 8.75% 
|The Bank of Nova Scotia, Atlanta Agency   | $12,375,000                                 | 7.50% 
|SunTrust Bank                             | $12,375,000                                 | 7.50% 
|Wachovia Bank, National Association       | $12,375,000                                 | 7.50% 
|ABN AMRO Bank N.V.                        | $8,250,000                                  | 5.00% 
|Amsouth Bank                              | $8,250,000                                  | 5.00% 
|Trustmark National Bank                   | $8,250,000                                  | 5.00% 
|Total                                     | $165,000,000.00                 
      100%

(c)     Each
Borrowing under the Revolving Credit shall be made by each Bank in an amount
equal to its Commitment Percentage of the amount of such Borrowing. Each
Borrowing under the Revolving Credit shall be in an amount not less than
$5,000,000 or such greater amount which is an integral multiple of
$1,000,000.

(d)     Notwithstanding
any provision of this Agreement to the contrary, as provided in the second
paragraph of this Agreement, all Loans outstanding hereunder are classified as
either tranche "A" loans (individually an "A Loan" and collectively the
"A Loans") or tranche "B" loans (individually a "B Loan" and
collectively the "B Loans"), and the Loans held by each of the Banks
on the Effective Date are also classified as A Loans or B Loans ratably in
accordance with the respective outstanding principal amounts of the total A
Loans and B Loans on the Effective Date. The B Loans shall consist of Revolving
Credit Loans in an aggregate outstanding principal amount on the Effective Date
of $105,000,000 as the same may be repaid and reborrowed pursuant to the terms
of this Agreement. The A Loans shall consist of all Revolving Credit Loans that
are not B Loans and all Swingline Loans, each as the same may be repaid and
reborrowed pursuant to the terms of this Agreement. If the aggregate balance of
all B Loans outstanding on any Determination Date for any reason is ever less
than an amount equal to 15% of the Borrower's Consolidated Net Tangible Assets
as then computed less the B Loan Availability Reserve, the Borrower shall
deliver to the Administrative Agent a calculation of the Borrower's Consolidated
Net Tangible Assets in the form of Exhibit P hereto, and A Loans shall
automatically be reclassified as B Loans so that the aggregate amount of
Loans which constitute B Loans shall automatically be increased to equal
15% of the Borrower's then Consolidated Net Tangible Assets less the B Loan
Availability Reserve. All Loans, whether A Loans or B Loans, shall be evidenced
by the Notes. The Administrative Agent shall record on its books and records the
original principal amount of the A Loans and B Loans held by each of the Banks,
all principal repayments made thereon and all reborrowings thereof, and the
record thereof on the Administrative Agent's records shall be conclusive and
binding on the Borrower and the Banks absent manifest error.

Section 1.2.     Swingline
Loans under the Revolving Credit. (a) Swingline Commitment.
Subject to the terms and conditions hereof and in reliance on the obligations of
the Banks to Harris under this Section 1.2, Harris agrees to advance one or
more swingline loans (each a "Swingline Loan") to the Borrower from time
to time before the Termination Date on a revolving basis up to $15,000,000 in
aggregate principal amount at any time outstanding; provided that Harris shall
have no obligation to advance any Swingline Loan if the Total Outstandings would
thereby exceed the lesser of the Borrowing Base, as most recently computed, and
the sum of the Revolving Credit Commitments then in effect. All Swingline Loans
will bear interest as provided in Section 1.3 hereof. Swingline Loans may
be repaid and their principal amount reborrowed before the Termination Date,
subject to the terms and conditions hereof. Each Swingline Loan shall have a
maturity of up to the seventh day after such Swingline Loan was made. No more
than 5 Swingline Loans may be outstanding at any time.

(b)     Refunding
Loans. In its sole and absolute discretion, Harris may at any time, on
behalf of the Borrower (which hereby irrevocably authorizes Harris to act on its
behalf for such purpose), request each Bank to make a Revolving Credit Loan in
an amount equal to such Bank's Commitment Percentage of the amount of the
Swingline Loans outstanding on the date such notice is given. Unless any of the
conditions of Section 6.2 are not fulfilled on such date, each Bank shall
make the proceeds of its requested Revolving Credit Loan available to Harris, in
immediately available funds, at the principal office of Harris in Chicago,
Illinois, before 12:00 Noon (Chicago time) on the Business Day following the day
such notice is given. The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the outstanding Swingline Loans. The Borrower
authorizes Harris to charge the Borrower's accounts with Harris (up to the
amount available in such accounts) to pay the amount of any such outstanding
Swingline Loans to the extent amounts received from the Banks are not sufficient
to repay in full such Swingline Loans.

(c)     Participations.
If any Bank refuses or otherwise fails to make a Revolving Credit Loan when
requested by Harris pursuant to Section 1.2(b) above (because the
conditions in Section 6.2 are not satisfied or otherwise), such Bank will,
by the time and in the manner such Revolving Credit Loan was to have been funded
to Harris, purchase from Harris an undivided participating interest in the
outstanding Swingline Loans in an amount equal to its Commitment Percentage of
the aggregate principal amount of Swingline Loans that were to have been repaid
with such Revolving Credit Loans. Each Bank that so purchases a participation in
a Swingline Loan shall thereafter be entitled to receive its Commitment
Percentage of each payment of principal received on the Swingline Loan and of
interest received thereon accruing from the date such Bank funded to Harris its
participation in such Loan. The obligation of the Banks to Harris shall be
absolute and unconditional and shall not be affected or impaired by any Event of
Default or Potential Default which may then be continuing hereunder.

Section 1.3.     Interest
Rates. (a) The first $105,000,000 (reduced by the amount of all permanent
prepayments of Loans made pursuant to Section 3.4(c) through (h) hereof and
the corresponding permanent reductions of the Revolving Credit Commitments
pursuant to Section 3.5 hereof) principal amount of the Loans and Reimbursement
Obligations outstanding from time to time shall bear interest (computed on the
basis of a year of 365/366 days and actual days elapsed) on the unpaid principal
amount thereof until maturity (whether by acceleration, upon prepayment or
otherwise) at a rate per annum equal to the sum of the Base Rate from time to
time in effect plus five percent (5%) until the amount of all such prepayments
and reductions equals or exceeds $52,500,000, and three percent (3%) thereafter.
All Loans and Reimbursement Obligations in excess of the amount described above
shall bear interest (computed on the basis of a year of 365/366 days and actual
days elapsed) on the unpaid principal amount thereof until maturity (whether by
acceleration, upon prepayment or otherwise) at a rate per annum equal to the sum
of the Base Rate from time to time in effect plus one percent (1%). All interest
payable pursuant to this Section 1.3(a) shall be payable monthly in arrears on
the last day of each calendar month, commencing on November 30, 2002, and at
maturity (whether by acceleration, upon prepayment or otherwise).

(b)     If
any Event of Default shall have occurred, all Loans and Reimbursement
Obligations shall bear interest from the date such Event of Default occurred,
payable on demand, at a rate per annum equal to the sum of 2% plus the rate per
annum (computed on the basis of a year of 365/366 days and actual days elapsed)
otherwise applicable to such Loans and Reimbursement Obligations under Section
1.3(a) hereof.

Section 1.4.     Letters
of Credit. (a) Subject to all the terms and conditions hereof, satisfaction
of all conditions precedent to borrowing under this Agreement and so long as no
Potential Default or Event of Default is in existence, at the Borrower's request
Harris may in its discretion issue letters of credit (an "L/C" and
collectively the "L/Cs") for the account of the Borrower subject to
availability under the Revolving Credit, and the Banks hereby agree to
participate therein as more fully described in Section 1.7 hereof. Each L/C
shall be issued pursuant to an application for letter of credit (the "L/C
Agreement") in the form of Exhibit B hereto. The L/Cs shall
consist of standby and commercial letters of credit in an aggregate face amount
not to exceed $20,000,000. Each L/C shall have an expiry date not more than one
year from the date of issuance thereof (but in no event later than the
Termination Date). The amount available to be drawn under each L/C issued
pursuant hereto shall be deducted from the credit otherwise available under the
Revolving Credit. In consideration of the issuance of L/Cs the Borrower agrees
to pay Harris for the benefit of the Banks a fee (the "L/C Participation
Fee") in the amount per annum equal to one percent (1%) (computed on
the basis of a 360-day year and actual days elapsed) of the face amount for each
L/C issued for the account of the Borrower hereunder. In addition, the Borrower
shall pay Harris (x) a fee (the "L/C Issuance Fee") in the amount
per annum equal to (i) for standby L/Cs, one-quarter of one percent (0.25%)
of the stated amount of each standby L/C issued hereunder and (ii) for
commercial L/Cs, the customary issuance fee for commercial L/Cs as may be
established by Harris from time to time, and (y) such drawing, negotiation,
amendment and other administrative fees in connection with each L/C as may be
established by Harris from time to time (the "L/C Administrative Fee").
All L/C Issuance Fees and L/C Participation Fees shall be payable quarterly in
arrears on the last day of each March, June, September and December commencing
December 31, 2002 and on the Termination Date, and all L/C Administrative
Fees shall be payable on the date of issuance of each L/C hereunder and on the
date required by Harris.

(b)     Notwithstanding
anything contained in any L/C Agreement to the contrary: (i) the Borrower
shall pay fees in connection with each L/C as set forth in Section 1.4(a)
hereof, (ii) except as otherwise provided in Section 3.4(b) hereof and
Section 3.6(b) hereof, before the occurrence of a Potential Default or an
Event of Default, Harris will not call for the funding by the Borrower of any
amount under an L/C issued for the Borrower's account, or for any other form of
collateral security for the Borrower's obligations in connection with such L/C,
before being presented with a drawing thereunder, and (iii) if Harris is
not timely reimbursed for the amount of any drawing under an L/C on the date
such drawing is paid, the Borrower's obligation to reimburse Harris for the
amount of such drawing shall bear interest as specified in Section 1.3(b)
hereof. If Harris issues any L/C with an expiration date that is automatically
extended unless Harris gives written notice that the expiration date will not so
extend beyond its then scheduled expiration date, Harris will give such written
notice of non-renewal before the time necessary to prevent such automatic
extension if before such required notice date (i) the expiration date of
such L/C if so extended would be more than one year from the then scheduled
expiration date of such L/C or after the Termination Date, (ii) the
Revolving Credit Commitments have been terminated, or (iii) an Event of
Default exists and the Required Banks have given Harris instructions not to so
permit the extension of the expiration date of such L/C.

(c)     The
Administrative Agent shall give prompt telephone, telex, or telecopy notice to
each Bank of each issuance of, or amendment to, an L/C specifying the effective
date of the L/C or amendment, the amount, the beneficiary, and the expiration
date of the L/C, in each case as established originally or through the relevant
amendment, as applicable, the account party or parties for the L/C, each Bank's
pro rata participation in such L/Cand whether the Administrative
Agent has classified the L/C as a commercial, performance, or financial letter
of credit for regulatory reporting purposes.

Section 1.5.     Reimbursement
Obligation. The Borrower is obligated, and hereby unconditionally agrees, to
pay in immediately available funds to Harris for the account of Harris and the
Banks who are participating in L/Cs pursuant to Section 1.7 hereof the face
amount of each draft drawn and presented under an L/C issued by Harris hereunder
for the Borrower's account (the obligation of the Borrower under this
Section 1.5 with respect to any amounts drawn under any L/C is a
"Reimbursement Obligation"). If at any time the Borrower fails to pay any
Reimbursement Obligation when due, the Borrower shall be deemed to have
automatically requested a Revolving Credit Loan from the Banks hereunder, as of
the maturity date of such Reimbursement Obligation, the proceeds of which Loan
shall be used to repay such Reimbursement Obligation. Such Loan shall only be
made if all of the conditions precedent set forth in Section 6.2 of this
Agreement have been satisfied. If such Loan is not made by the Banks for any
reason, the unpaid amount of such Reimbursement Obligation shall be due and
payable to Harris for the pro rata benefit of the Banks upon demand and shall
bear interest at the rate of interest specified in Section 1.3(a), unless
an Event of Default has occurred then the rate of interest specified in
Section 1.3(b) hereof.

Section 1.6.     Manner
of Borrowing Revolving Credit Loans and Swingline Loans. (a) The
Borrower shall give telephonic, telex or telecopy notice to the Administrative
Agent (which notice, if telephonic, shall be promptly confirmed in writing) no
later than (i) 12:00 Noon (Chicago time) on the date the Banks are
requested to make each Revolving Credit Loan, and (ii) 12:00 Noon (Chicago
time) on the date the Borrower requests the Administrative Agent to make a
Swingline Loan hereunder. Each such notice shall be irrevocable and shall
specify the date of the Borrowing requested (which shall be a Business Day), the
amount of such Borrowing, and whether the Borrowing is to be of A Loans or
B Loans; provided, that in no event shall the principal amount of
any requested Revolving Credit Loan plus the aggregate principal or face amount,
as appropriate, of all Loans, L/Cs, and unpaid Reimbursement Obligations
outstanding hereunder exceed the lesser of the Borrowing Base, as most recently
computed, and the Revolving Credit Commitments as such amounts may be reduced
pursuant to Section 3.5 of this Agreement; provided further, that in
connection with each requested Borrowing of B Loans the Borrower shall
deliver to the Administrative Agent a calculation of the Borrower's Consolidated
Net Tangible Assets in the form of Exhibit P hereto showing that after
giving effect to such requested Borrowing of B Loans the aggregate
principal amount of all outstanding B Loans shall not exceed the difference
between (x) 15% of the Borrower's Consolidated Net Tangible Assets as of
the date of such request and (y) the B Loan Availability Reserve. The
Borrower agrees that the Administrative Agent may rely on any such telephonic,
telex or telecopy notice given by any person who the Administrative Agent
reasonably believes is authorized to give such notice without the necessity of
independent investigation and in the event any notice by such means conflicts
with the written confirmation, such notice shall govern if the Administrative
Agent or any Bank has acted in reliance thereon. The Administrative Agent shall,
on the day any such notice is received by it, give prompt telephonic, telex or
telecopy (if telephonic, to be confirmed in writing within one Business Day)
notice of the receipt of notice from the Borrower hereunder to each of the
Banks.

(b)     Subject
to the provisions of Section 6 hereof, the proceeds of each Borrowing of
Revolving Credit Loans and of each Swingline Loan shall be made available to the
Borrower at the principal office of the Administrative Agent in Chicago,
Illinois, by depositing immediately available funds into an account maintained
by the Borrower with the Administrative Agent, on the date such Borrowing is
requested to be made, except to the extent such Borrowing represents (i) a
refinancing of a Reimbursement Obligation, in which case the proceeds of such
Borrowing shall be applied to the payment of the relevant unpaid Reimbursement
Obligation, or (ii) a refunding loan, in which case the proceeds of such
Borrowing shall be applied to the payment of the relevant Swingline Loans
pursuant to Section 1.2(b) hereof. Not later than 3:00 p.m. Chicago
time, on the date specified for any Borrowing of Revolving Credit Loans to be
made hereunder, each Bank shall make its Loan comprising part of such Borrowing
available to the Borrower in immediately available funds at the principal office
of the Administrative Agent, except as otherwise provided above with respect to
paying any outstanding Reimbursement Obligation or Swingline Loan.

(c)     Unless
the Administrative Agent shall have been notified by a Bank prior to the date of
a Revolving Credit Loan to be made by such Bank (which notice shall be effective
upon receipt) that such Bank does not intend to make the proceeds of such
Revolving Credit Loan available to the Administrative Agent, the Administrative
Agent may assume that such Bank has made such proceeds available to the
Administrative Agent on such date and the Administrative Agent may in reliance
upon such assumption (but shall not be required to) make available to the
Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Bank, the Administrative
Agent shall be entitled to receive such amount on demand from such Bank (or, if
such Bank fails to pay such amount forthwith upon such demand, to recover such
amount, together with interest thereon at the rate otherwise applicable thereto
under Section 1.3 hereof, from the Borrower) together with interest thereon
in respect of each day during the period commencing on the date such amount was
made available to the Borrower and ending on the date the Administrative Agent
recovers such amount, at a rate per annum equal to the effective rate charged to
the Administrative Agent for overnight Federal funds transactions with member
banks of the Federal Reserve System for each day, as determined by the
Administrative Agent (or, in the case of a day which is not a Business Day, then
for the preceding Business Day) (the "Fed Funds Rate"). Nothing in this
Section 1.6(c) shall be deemed to permit any Bank to breach its obligations
to make Revolving Credit Loans under the Revolving Credit, or to limit the
Borrower's claims against any Bank for such breach.

Section 1.7.     Participation
in L/Cs. (a) Each of the Banks will acquire, without recourse,
representation or warranty, a risk participation in each L/C upon the issuance
thereof ratably in accordance with its Commitment Percentage. In the event any
Reimbursement Obligation is not immediately paid by the Borrower pursuant to
Section 1.5 hereof, each Bank will pay to Harris funds in an amount equal
to such Bank's Commitment Percentage of the unpaid amount of such Reimbursement
Obligation. If the Banks fund Harris with respect to any Reimbursement
Obligation that is not paid when due by the Borrower as described above, all of
the Banks may elect to treat such funding as additional Revolving Credit Loans
to the Borrower hereunder rather than a purchase of participations by the Banks
in the related L/Cs held by Harris. The obligation of the Banks to Harris under
this Section 1.7 shall be absolute and unconditional and shall not be
affected or impaired by any Event of Default or Potential Default which may then
be continuing hereunder. Harris shall notify each Bank by telephone of its
Commitment Percentage of such unpaid Reimbursement Obligation. If such notice
has been given to each Bank by 12:00 Noon, Chicago time, each Bank agrees
to put Harris in immediately available and freely transferable funds on the same
Business Day. Funds shall be so made available at the account designated by
Harris in such notice to the Banks. Upon the election by the Banks to treat such
funding as additional Revolving Credit Loans hereunder and payment by each Bank,
such Loans shall bear interest in accordance with Section 1.3(a) hereof.
Harris shall share with each Bank its Commitment Percentage of each payment of a
Reimbursement Obligation (whether of principal or interest) and any L/C
Participation Fee payable by the Borrower. Any such amount shall be promptly
remitted to the Banks when and as received by Harris from the Borrower. The L/C
Issuance Fee and L/C Administration Fee shall be solely for Harris' account and
shall not be shared by the other Banks.

(b)     The
Banks shall, ratably in accordance with their respective Commitment Percentages,
indemnify Harris (to the extent not reimbursed by the Borrower) against any
cost, expense (including reasonable counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from Harris' gross
negligence or willful misconduct) that Harris may suffer or incur in connection
with any L/C. The obligations of the Banks under this Section 1.7(b) and
all other parts of this Section 1.7 shall survive termination of this
Agreement and of all L/C Agreements, and all drafts or other documents presented
in connection with drawings thereunder.

Section 1.8.     Capital
Adequacy. If, after the date hereof, any Bank or the Administrative Agent
shall have determined in good faith that the adoption of any applicable law,
rule or regulation regarding capital adequacy, or any change therein (including,
without limitation, any revision in the Final Risk-Based Capital Guidelines of
the Board of Governors of the Federal Reserve System (12 CFR Part 208,
Appendix A; 12 CFR Part 225, Appendix A) or of the Office of
the Comptroller of the Currency (12 CFR Part 3, Appendix A), or
in any other applicable capital rules heretofore adopted and issued by any
governmental authority), or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its Lending Office) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Bank's capital, or on the capital of any corporation controlling such
Bank, in each case as a consequence of its obligations hereunder, to a level
below that which such Bank would have achieved but for such adoption, change or
compliance (taking into consideration such Bank's policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time if such Bank is generally imposing payments for such reduction on
its similarly situated customers, within thirty (30) days after demand by such
Bank (with a copy to the Administrative Agent), the Borrower shall pay to such
Bank such additional amount or amounts as will compensate such Bank for such
reduction.

SECTION 2.     THE COLLATERAL AND
GUARANTIES.

Section 2.1.     Collateral.
TheB Loans will be secured by valid and perfected Liens upon all of the
Principal Properties (except the Trinidad Interest) of the Borrower and the
Domestic Subsidiaries, whether now owned or hereafter acquired and all proceeds
thereof, including a pledge of the stock or other equity interests of the
Domestic Subsidiaries,andvalid and perfected Liens in all
Non-Principal Properties of the Borrower and the Domestic Subsidiaries,
including alltangible and intangible property (including deposit
accounts) of the Borrower and the Domestic Subsidiaries other than the Principal
Properties, and the A Obligations will be secured only by first priority,
valid and perfected Liens in all of the Non-Principal Properties (including
deposit accounts) of the Borrower and the Domestic Subsidiaries, in each case
whether now owned or hereafter acquired and all proceeds thereof, and excluding
certain encumbered property; provided, that the Obligations will not be
secured by (a) the Borrower's and its Subsidiaries equity interests in
(i) Houston Ammonia Terminal, L.P., and (ii) FMCL LLC, (which holds
vessel charter rights pertaining to transportation of offtake from FMCL's
facility), (b) the Trinidad Interest or (c) the Excluded Non Principal
Property. The Borrower acknowledges and agrees that the Liens on the Collateral
shall be granted to the Administrative Agent for the benefit of the holders of
the Obligations of each Class to the extent described above and shall be valid
and perfected first priority Liens subject only to Liens permitted by
Section 7.9 hereof pursuant to one or more Security Documents from such
Persons, each in form and substance satisfactory to the Administrative Agent,
and providedfurtherthat the Borrower and the Domestic
Subsidiaries need not take any steps to perfect a Lien on deposit accounts
maintained in proximity to its operations for the purpose of paying amounts
owing (as opposed to receiving collections) provided that the total balance on
deposit in such deposit accounts shall not exceed $500,000 except that the
Borrower and its Domestic Subsidiaries may exceed such amount by depositing in
such deposit accounts amounts sufficient to cover payroll obligations paid out
of such deposit accounts if such deposits are made not more that two business
days prior to the date payroll and related checks written against such deposit
accounts are released.

Section 2.2.     Liens
on Real Property. In the event that the Borrower or any Domestic Subsidiary
owns or hereafter acquires any real property other than the Excluded Non
Principal Properties and subject to the provisions of Section 2.1, the
Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver
to the Administrative Agent (or a security trustee therefor) a mortgage or deed
of trust acceptable in form and substance to the Agent for the purpose of
granting to the Administrative Agent a Lien on such real property to secure the
Obligations (provided that any such real property that is a Principal Property
shall only secure the B Obligations), shall pay all taxes, costs, and
expenses incurred by the Administrative Agent in recording such mortgage or deed
of trust, and shall supply to the Administrative Agent at the Borrower's cost
and expense a survey, environmental report, hazard insurance policy, appraisal
report, and a mortgagee's policy of title insurance from a title insurer
acceptable to the Administrative Agent insuring the validity of such mortgage or
deed of trust and its status as a first Lien (subject to Liens permitted by this
Agreement) on the real property encumbered thereby and such other instrument,
documents, certificates, and opinions reasonably required by the Administrative
Agent in connection therewith.

Section 2.3.     Guaranties.
The payment and performance of the Obligations shall at all times be guaranteed
by each direct and indirect Domestic Subsidiary of the Borrower pursuant to the
Restated Guaranty or pursuant to one or more Guaranties, and by MCHI pursuant to
the MCHI Guaranty, in each case as the same may be amended, modified or
supplemented from time to time.

Section 2.4.     Further
Assurances. The Borrower agrees that it shall, and shall cause each Domestic
Subsidiary to, from time to time at the request of the Administrative Agent or
the Required Banks, execute and deliver such documents and do such acts and
things as the Administrative Agent or the Required Banks may reasonably request
in order to provide for or perfect or protect such Liens on the Collateral. In
the event the Borrower or any Subsidiary forms or acquires any other Domestic
Subsidiary after the date hereof, the Borrower shall promptly upon such
formation or acquisition cause such newly formed or acquired Domestic Subsidiary
to execute a Guaranty and such Security Documents as the Administrative Agent
may then require consistent with Sections 2.1 and 2.2, and the Borrower
shall also deliver to the Administrative Agent, or cause such Domestic
Subsidiary to deliver to the Administrative Agent, at the Borrower's cost and
expense, such other instruments, documents, certificates, and opinions
reasonably required by the Administrative Agent in connection therewith.

SECTION 3.     THE NOTES, FEES, PREPAYMENTS,
TERMINATIONS AND APPLICATION
OF                         
PAYMENTS

Section 3.1.     The
Notes. All Loans made by each Bank to the Borrower hereunder shall for the
sake of convenience be evidenced by a single Revolving Credit Note of the
Borrower substantially in the form of Exhibit A hereto
(individually, a "Revolving Note" or "Note" and together, the
"Revolving Notes" or "Notes") payable to the order of such Bank,
but the aggregate principal amount of indebtedness evidenced by such Revolving
Note at any time shall be, and the same is to be determined by, the aggregate
principal amount of all Loans made by such Bank to the Borrower pursuant hereto
on or prior to the date of determination less the aggregate amount of principal
repayments on such Loans received by or on behalf of such Bank on or prior to
such date of determination. Each Revolving Note shall be dated as of the
execution date of this Agreement, shall be delivered concurrently herewith, and
shall be expressed to mature on the Termination Date and to bear interest as
provided in Sections 1.2 and 1.3 hereof. Each Bank shall record on its
books or records or on a schedule to its Revolving Note the amount of each Loan
made by it hereunder and all payments of principal and interest and the
principal balance from time to time outstanding, provided that prior to
any transfer of such Revolving Note all such amounts shall be recorded on a
schedule to such Revolving Note. The record thereof, whether shown on such books
or records or on a schedule to the Revolving Note, shall be prima facie
evidence as to all such amounts; provided, however, that the failure of
any Bank to record any of the foregoing shall not limit or otherwise affect the
obligation of the Borrower to repay all Loans made hereunder together with
accrued interest thereon. Upon the request of any Bank, the Borrower will
furnish a new Revolving Note to such Bank to replace its outstanding Revolving
Note and at such time the first notation appearing on the schedule on the
reverse side of, or attached to, such Revolving Note shall set forth the
aggregate unpaid principal amount of all Loans then outstanding from such Bank.
Such Bank will cancel the outstanding Revolving Credit Note upon receipt of the
new Revolving Note.

Section 3.2.     Facility
Fee. For the period from the date hereof to and including the Termination
Date, or such earlier date on which the Revolving Credit is terminated in whole
pursuant to Section 3.5 hereof, the Borrower shall pay to the
Administrative Agent for the account of the Banks a facility fee with respect to
the Revolving Credit at the rate per annum (computed on a basis of a year of
365/366 days for the actual number of days elapsed) equal to one-half of one
percent of the maximum amount of the Revolving Credit Commitments, calculated
without regard to whether any credit is available or outstanding under the
Revolving Credit (determined in each case after giving effect to any reductions
thereof as specified in Section 3.5 hereof). Such fee shall be payable
quarterly in arrears on the last day of each March, June, September and December
commencing on the last day of December, 2002, and on the Termination Date,
unless the Revolving Credit is terminated in whole on an earlier date, in which
event the fees for the period from the date of the last payment made pursuant to
this Section 3.2 through the effective date of such termination in whole
shall be paid on the date of such earlier termination in whole.

Section 3.3.     Agent's
Fees. The Borrower shall pay to and for the sole account of the
Administrative Agent an agency fee in the amount of $100,000, payable in advance
on the Effective Date. Such fee shall be in addition to any fees and charges the
Administrative Agent may be entitled to receive under the other Loan
Documents.

Section 3.4.     Optional
Prepayments of Base Rate Loans. (a) The Borrower shall have the
privilege of prepaying without premium or penalty and in whole or in part any
Loans at any time upon prior telecopy or telephonic notice from the Borrower to
the Administrative Agent on or before 11:00 a.m. (Chicago time) on the Business
Day of such prepayment. Any amount prepaid under the Revolving Credit may,
subject to the terms and conditions of this Agreement, be borrowed, repaid and
borrowed again.

(b)     Mandatory
Prepayments of Excess Borrowings. If at any time the Total Outstandings
hereunder shall exceed the lesser of the Revolving Credit Commitments and the
Borrowing Base as most recently computed, the Borrower shall immediately prepay
Loans and Reimbursement Obligations outstanding for the Borrower's account and,
if necessary, pledge cash collateral to the Administrative Agent to secure
outstanding L/Cs issued for the Borrower's account, in an amount equal to such
excess.

(c)     Sales
of Principal Properties. If the Borrower or any Subsidiary shall at any time
or from time to time make or agree to make a Disposition of, or shall otherwise
receive any proceeds of a Disposition of, any Principal Properties (other than
proceeds arising from any Disposition of the Trinidad Interests or any part
thereof), then (x) the Borrower shall promptly notify the Administrative
Agent of such proposed Disposition or receipt of proceeds of such Disposition
(including the amount of the estimated Net Cash Proceeds to be received by the
Borrower or such Subsidiary in respect thereof) and (y) promptly upon
receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such
Disposition, the Borrower shall prepay the B Obligations in an aggregate amount
equal to 100% of the amount of all such Net Cash Proceeds. The Borrower
acknowledges that its performance hereunder shall not limit the rights and
remedies of the Banks for any breach of Section 7.12 hereof or any other
terms of this Agreement.

(d)     Sales
of Trinidad Interest. If the Borrower or any Subsidiary shall at any time or
from time to time make or agree to make a Disposition of, or shall otherwise
receive any proceeds of the Disposition of, all or any part of the Trinidad
Interest, then (x) the Borrower shall promptly notify the Administrative
Agent of such proposed Disposition or receipt of proceeds of such Disposition
(including the amount of the estimated Net Cash Proceeds to be received by the
Borrower or such Subsidiary in respect thereof) and (y) promptly upon
receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such
Disposition, the Borrower shall prepay the Loans in an aggregate amount equal to
100% of the amount of all such Net Cash Proceeds in excess of the amount
necessary to pay the Ex-Im Bank Indebtedness in full or any other indebtedness
and liabilities of FMCL not assumed by the purchaser. The Borrower acknowledges
that its performance hereunder shall not limit the rights and remedies of the
Banks for any breach of Section 7.12 hereof or any other terms of this
Agreement.

(e)     Sales
of Non-Principal Properties. If the Borrower or any Subsidiary shall at any
time or from time to time make or agree to make a Disposition or shall otherwise
receive any proceeds of the Disposition of any Non-Principal Properties (other
than proceeds arising from any Disposition of all or any part of the Trinidad
Interest, the sale of spare parts inventory, the sale of Inventory and the
collection of Receivables, in each case in the ordinary course of business, the
sale of obsolete machinery and equipment sold in the ordinary course of business
and producing Net Cash Proceeds in an amount not to exceed $1,000,000 in any
fiscal year of the Borrower, and the sale of precious metals used as catalysts
sold and replaced with similar property in the ordinary course of business),
then (x) the Borrower shall promptly notify the Administrative Agent of
such proposed Disposition or receipt of proceeds of such Disposition (including
the amount of the estimated Net Cash Proceeds to be received by the Borrower or
such Subsidiary in respect thereof) and (y) promptly upon receipt by the
Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition, the
Borrower shall prepay the Loans in an aggregate amount equal to 50% of the first
$20,000,000 of such Net Cash Proceeds and 100% of the amount of all such Net
Cash Proceeds in excess of $20,000,000. The Borrower acknowledges that its
performance hereunder shall not limit the rights and remedies of the Banks for
any breach of Section 7.12 hereof or any other terms of this Agreement.

(f)     Tax
Refunds.If after the Effective Date the Borrower or any Subsidiary shall
receive any tax refunds, the Borrower shall promptly notify the Administrative
Agent of the estimated amount to be received by or for the account of the
Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the
Borrower or such Subsidiary of tax refunds, the Borrower shall prepay the Loans
in an aggregate amount equal to 50% of the first $10,000,000 of such tax refunds
and 100% of the amount of all such tax refunds in excess of $10,000,000.

(g)     Equity
Issuances.If after the Effective Date the Borrower or any Subsidiary shall
issue new equity securities (whether common or preferred stock or otherwise),
other than equity securities issued under any Plan of Borrower, the Borrower
shall promptly notify the Administrative Agent of the estimated Net Cash
Proceeds of such issuance to be received by or for the account of the Borrower
or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or
such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay
the Loans in an aggregate amount equal to 50% of the amount of such Net Cash
Proceeds. The Borrower acknowledges that its performance hereunder shall not
limit the rights and remedies of the Lenders for any breach of Section 7.25
hereof or any other terms of this Agreement.

(h)     Allocation
of Prepayments. All principal prepayments of Loans made pursuant to
subsection (c) of this Section 3.4 shall be applied as required by
Section 3.6(c) or (e) hereof, as applicable. All principal prepayments of
Loans made pursuant to subsections (a), (b), (d), (e), (f) and (g) of this
Section 3.4 shall be applied first to the payment of A Loans and
Reimbursement Obligations then outstanding and, if required by subsection (b)
above, to be held as cash collateral by the Administrative Agent to secure
outstanding L/Cs issued for the Borrower's account, until all A Loans and
Reimbursement Obligations have been paid and all cash collateral held by the
Administrative Agent shall equal the aggregate amount available to be drawn
under all L/Cs then outstanding, and second to the payment of the B Loans
then outstanding, provided that if an Event of Default shall have
occurred and be continuing all such prepayments shall be applied as required by
Section 3.6(d).

Section 3.5.     Revolving
Credit Termination. (a) The Borrower shall have the right at any time upon
5 days' prior (or such shorter period as may be agreed upon by the Borrower
and the Administrative Agent) notice to the Banks to terminate the Revolving
Credit in whole or in part (but if in part in a minimum principal amount of
$1,000,000 or such greater amount which is an integral multiple of $1,000,000);
provided, however, that the Borrower may not terminate any portion of the
Revolving Credit which represents outstanding Revolving Credit Obligations
unless the Borrower contemporaneously prepays the same or, with respect to any
outstanding L/Cs, pledges cash collateral to the Administrative Agent to secure
the same.

(b)     Upon
the prepayment of any Loans pursuant to Sections 3.4(c), (d), (e), (f) or
(g) of this Agreement, the Revolving Credit Commitments shall automatically and
permanently reduce by an amount equal to the amount of each such prepayment, and
each Bank's Revolving Credit Commitment shall automatically and permanently be
reduced by its Commitment Percentage of such reduction.

(c)     On
September 30, 2003, the Revolving Credit Commitments shall automatically
and permanently reduce by an amount equal to (a) 50% of Excess Cash Flow of
Borrower and its Subsidiaries for the fiscal year of the Borrower ended
June 30, 2003, less (b) the aggregate amount of all prior reductions
in the Revolving Credit Commitments made by Borrower pursuant to
Section 3.5(a).

Section 3.6.     Place
and Application of Payments. (a) General.All payments by the
Borrower hereunder shall be made to the Administrative Agent at its office at
111 West Monroe Street, Chicago, Illinois 60690 and in immediately
available funds, prior to 12:00 noon on the date of such payment. All such
payments shall be made without setoff or counterclaim and without reduction for,
and free from, any and all present and future levies, imposts, duties, fees,
charges, deductions withholdings, restrictions or conditions of any nature
imposed by any government or any political subdivision or taxing authority
thereof. Any payments received after 12:00 noon Chicago time (or after any
later time the Banks may otherwise direct) shall be deemed received upon the
following Business Day. Except as herein provided, all payments shall be
received by the Administrative Agent for the ratable account of the holders of
the Loans and shall be promptly distributed by the Administrative Agent ratably
to the holders of the Loans. All payments and collections received in respect of
the Obligations of any Class and all proceeds of Collateral of any Class
received, in each instance, by the Administrative Agent or any of the Banks,
shall be remitted to the Administrative Agent and applied by the Administrative
Agent to the Obligations as hereinafter set forth in this Section 3.6. The
Borrower hereby authorizes the Administrative Agent to automatically debit its
designated account with Harris for any principal, interest and fees when due on
the Loans or under any L/C Agreements or this Agreement and to transfer the
amount so debited from such account to the Administrative Agent for application
as herein provided.

(b)     Application
of A Collateral Proceeds Before Default. Prior to the occurrence of an
Event of Default, all proceeds of A Collateral received in the
Concentration Account within the meaning of Section 7.24 hereof shall
(subject to the other terms of this Agreement) be applied by the Administrative
Agent against the outstanding A Obligations as follows:

(i)     first,
to any outstanding fees, charges and expenses then due the Administrative Agent
or the Banks;

(ii)     second,
to outstanding interest charges then due in respect of the Swingline Loans;

(iii)     third,
to the outstanding principal balance of the Swingline Loans;

(iv)     fourth,
to the payment of any outstanding interest then due on the A Loans (other
than the Swingline Loans) and Reimbursement Obligations, commitment fees or
other fees or amounts relating to the A Loans (other than the Swingline
Loans), Reimbursement Obligations and L/Cs due under the Notes, the A Security
Documents, the L/C Agreements or this Agreement other than for principal,
ratably as among the Banks in accord with the amount of such interest and other
fees or amounts owing each;

(v)     fifth,
to the payment of the principal of the A Loans (other than the Swingline
Loans) and the Reimbursement Obligations ratably as among the A Loans
(other than the Swingline Loans) and Reimbursement Obligations;

(vi)     sixth,
to be applied to any remaining unpaid or unsatisfied A Obligations;

(vii)     seventh,
to be held by the Administrative Agent as cash collateral for the L/Cs then
outstanding;

(viii)     eighth,
to the payment of any outstanding interest then due on the B Loans ratably
as among the Banks in accord with the amount of such interest owing each;

(ix)     ninth,
to the payment of the principal of the B Loans;

(x)     tenth,
to be applied to any remaining unpaid or unsatisfied B Obligations; and

(xi)     finally,
to the Borrower or whoever may be lawfully entitled thereto.

(c)     Application
of B Collateral Proceeds Before Default. Prior to the occurrence of an
Event of Default, all proceeds of B Collateral shall (subject to the other
terms of this Agreement) be applied by the Administrative Agent against the
outstanding B Obligations as follows:

(i)     first
to the payment of any outstanding interest then due on the B Loans ratably
as among the Banks in accord with the amount of such interest owing each;

(ii)     second,
to the payment of the principal of the B Loans;

(iii)     third,
to be applied to any remaining unpaid or unsatisfied B Obligations; and

(iv)     finally,
to the Borrower or whoever may be legally entitled thereto.

(d)     Application
of A Collateral Proceeds After Default. Anything contained herein or in
any of the Security Documents to the contrary notwithstanding, all proceeds of
the A Collateral and all payments and collections received in respect of
the A Loans and the Reimbursement Obligations and received, in each
instance, by the Administrative Agent or any of the Banks after the occurrence
and during the continuance of an Event of Default shall be remitted to the
Administrative Agent and distributed as follows:

(i)     first,
to the payment of any outstanding costs and expenses incurred by the
Administrative Agent or any security trustee in monitoring, verifying,
protecting, preserving or enforcing the Liens on the A Collateral or in
protecting, preserving or enforcing rights under this Agreement, the A Security
Documents or the Notes to the extent the Notes evidence A Loans and in any event
including all costs and expenses of a character which the Borrower has agreed to
pay under Section 10.8 hereof except to the extent such costs and expenses
relate to the B Loans, the B Security Documents or the B Collateral (such funds
to be retained by the Administrative Agent for its own account unless it has
previously been reimbursed for such costs and expenses by the Banks, in which
event such amounts shall be remitted to the Banks to reimburse them for payments
theretofore made to the Administrative Agent) and to fund such reserves for
future such costs and expenses of the Administrative Agent in such amounts as
the Administrative Agent may reasonably determine;

(ii)     second,
to the payment of any outstanding interest on the A Loans and Reimbursement
Obligations, commitment fees or other fees or amounts relating to the
A Loans, Reimbursement Obligations and L/Cs due under the Notes, the A
Security Documents, the L/C Agreements or this Agreement other than for
principal, ratably as among the Banks in accord with the amount of such interest
and other fees or amounts owing each;

(iii)     third,
to the payment of the principal of the A Loans and the Reimbursement
Obligations ratably as among the A Loans and Reimbursement Obligations;

(iv)     fourth,
to be held by the Administrative Agent as cash collateral pursuant to Section
8.4 hereof;

(v)     fifth,
to the Banks ratably in accord with the amounts of any other, Obligations of the
Borrower owing to each of them and secured by the A Security Documents
unless and until all such Obligations have been fully paid and satisfied;

(vi)     sixth,
to the payment of any outstanding costs and expenses incurred by the
Administrative Agent or any security trustee in monitoring, verifying,
protecting, preserving or enforcing the liens on the B Collateral or in
protecting, preserving or enforcing rights under this Agreement relating to the
B Loans, the B Security Documents or the Notes to the extent the Notes evidence
the B Loans and in any event including all costs and expenses of a character
which the Borrower has agreed to pay under Section 10.8 hereof but only to
the extent such costs and expenses relate to the B Loans, the B Security
Documents or the B Collateral (such funds to be retained by the Administrative
Agent for its own account unless it has previously been reimbursed for such
costs and expenses by the Banks, in which event such amounts shall be remitted
to the Banks to reimburse them for payments theretofore made to the
Administrative Agent) and to fund such reserves for future such costs and
expenses of the Administrative Agent in such amounts as the Administrative Agent
may reasonably determine;

(vii)     seventh,
to the payment of any outstanding interest on the B Loans or other fees or
amounts relating to the B Loans due under the Notes, the B Security Documents,
or this Agreement other than for principal, ratably as among the Banks in accord
with the amount of such interest and other fees or amounts owing each;

(viii)     eighth,
to the payment of the principal of the B Loans ratably as among the
B Loans;

(ix)     ninth,
to the Banks ratably in accord with the amounts of any other Obligations of the
Borrower owing to each of them and secured by the B Security Documents
unless and until all such Obligations have been fully paid and satisfied;
and

(x)     finally,
to the Borrower or whoever may be lawfully entitled thereto.

(e)     Application
of B Collateral Proceeds After Default. Anything contained herein or in
any of the Security Documents to the contrary notwithstanding, all proceeds of
the B Collateral and all payments and collections received in respect of
B Loans and received, in each instance, by the Administrative Agent or any
of the Banks after the occurrence and during the continuance of an Event of
Default shall be remitted to the Administrative Agent and distributed as
follows:

(i)     first,
to the payment of any outstanding costs and expenses incurred by the
Administrative Agent or any security trustee in monitoring, verifying,
protecting, preserving or enforcing the Liens on the B Collateral or in
protecting, preserving or enforcing rights under this Agreement relating to the
B Loans, the B Security Documents or the Notes to the extent the Notes evidence
the B Loans and in any event including all costs and expenses of a character
which the Borrower has agreed to pay under Section 10.8 hereof but only to
the extent such costs and expenses relate to the B Loans, the B Security
Documents or the B Collateral (such funds to be retained by the Administrative
Agent for its own account unless it has previously been reimbursed for such
costs and expenses by the Banks, in which event such amounts shall be remitted
to the Banks to reimburse them for payments theretofore made to the
Administrative Agent) and to fund such reserves for future such costs and
expenses of the Administrative Agent in such amounts as the Administrative Agent
may reasonably determine;

(ii)     second,
to the payment of any outstanding interest on the B Loans or other fees or
amounts relating to the B Loans due under the Notes, the B Security Documents,
or this Agreement other than for principal, ratably as among the Banks in accord
with the amount of such interest and other fees or amounts owing each;

(iii)     third,
to the payment of the principal of the B Loans ratably as among the
B Loans;

(iv)     fourth,
to the Banks ratably in accord with the amounts of any other Obligations of the
Borrower owing to each of them and secured by the B Security Documents
unless and until all such Obligations have been fully paid and satisfied;
and

(v)     fifth,
to the Borrower or whoever may be lawfully entitled thereto.

(f)     No
Cross-Collateralization with B Collateral. Notwithstanding anything to
the contrary contained herein or in any of the Security Documents,
A Collateral shall secure all B Loans and B Obligations as well
as the A Obligations, but B Collateral shall secure only the
B Obligations and shall not secure any A Loans or A Obligations.
In the event that any Collateral that constitutes Principal Property otherwise
becomes subject to the A Security Documents, any Lien created thereby shall
be void ab initio, and the Borrower, the Administrative Agent and the Banks
shall immediately take all such actions as may be necessary or advisable to have
such Collateral (and any proceeds or products thereof) released and correctly
re-encumbered under the appropriate Security Documents of the other Class.

(g)     Except
as otherwise specifically provided for herein, the Borrower hereby irrevocably
waives the right to direct the application of payments and collections at any
time received by the Administrative Agent or any of the Banks from or on behalf
of the Borrower, and the Borrower hereby irrevocably agrees that the
Administrative Agent shall have the continuing exclusive right to apply and
reapply any and all such payments and collections received at any time by the
Administrative Agent or any of the Banks against the Obligations in the manner
described above.

Section
3.7.     Closing Fee. The Borrower shall pay to the
Administrative Agent for the ratable account of the Banks a non-refundable fee
in the amount of $2,475,000, payable in two installments. The first installment
in the amount of $1,650,000 shall be due and payable on the Effective Date and
the second installment in the amount of $825,000 shall be due and payable on the
maturity date of the Loans (whether by lapse of time, acceleration or
otherwise), provided that if all Obligations are fully paid and
satisfied, the Revolving Credit Commitments are terminated and no L/Cs are
outstanding prior to the maturity date, the second installment of the closing
fee shall never become due and payable.

SECTION 4.     DEFINITIONS.

Section 4.1.     Certain
Definitions.The terms hereinafter set forth when used herein shall have the
following meanings:

"A Collateral" shall mean the
collateral security provided to the Administrative Agent for the benefit of the
Banks pursuant to the A Security Documents.

"Aircraft Security Agreement"
shall mean the Security Agreement Re Aircraft dated as of February 24,
2000 from the Borrower to the Administrative Agent, as the same may be
supplemented, amended, restated or otherwise modified from time to time and any
agreement entered into in substitution therefor or replacement thereof.

"A Loans" is defined in
Section 1.1(d) hereof.

"A Mortgage" shall mean each
mortgage and deed of trust described on Exhibit C hereto, as the same may
be supplemented, amended, restated or otherwise modified from time to time and
any mortgage or deed of trust entered into in substitution therefor or
replacement thereof.

"A Obligations" is
defined in the definition of the term "Class".

"A Security Agreement" means
the Security Agreement dated as of February 24, 2000, from the Borrower and
certain of its Domestic Subsidiaries to the Administrative Agent, as the same
may be supplemented, amended, restated or otherwise modified from time to time
and any agreement entered into in substitution therefor or replacement
thereof.

"A Security Documents" shall
mean the A Security Agreement, the Aircraft Security Agreement, A Mortgages
and any and all other security agreements, mortgages, deeds of trust, deeds of
secured debt, pledge agreements, assignments, financing statements, and other
instruments or documents at any time delivered to the Administrative Agent or
any Bank to provide collateral security for any indebtedness, obligations and
liabilities of the Borrower or any Guarantor under the Loan Documents,
provided that in no event shall any B Security Document constitute
an A Security Document.

"Administrative Agent" shall
have the meaning specified in the first paragraph of this Agreement.

"Affiliate" shall mean, for
any Person, any other Person (including all directors and officers of such
Person) that directly or indirectly controls, or is under common control with,
or is controlled by, such Person. As used in this definition, "control"
means the power, directly or indirectly, to direct or cause the direction of
management or policies of a Person (through ownership of voting securities, by
contract or otherwise), provided that, in any event for purposes of the
definition any Person that owns directly or indirectly 10% or more of the
securities having ordinary voting power for the election of directors of a
corporation or 10% or more of the partnership or other ownership interests of
any other Person will be deemed to control such corporation or other Person. For
purposes of avoiding doubt, Phosphate Chemicals Export Assoc. shall not be
considered an Affiliate of Borrower.

"Agreement" shall mean this
Amended and Restated Credit Agreement as supplemented and amended from time to
time.

"Approved Account Debtors"
shall mean Alabama Farmers Coop, Inc., CF Industries, Inc., Phosphate
Chemicals Export Assoc., Tennessee Farmers Coop, Jimmy Sanders, Inc., Cargill,
Inc., Potash Corporation of Saskatchewan, Inc., IMC Agrico, Inc., ConAgra
Fertilizer, Royster Clark, BASF, Air Products, Debruce Fertilizer and
Agriliance, LLC.

"Approved Foreign Account
Debtor" shall mean Potash Corporation of Saskatchewan, Inc.

"Bank" and "Banks"
shall have the meanings specified in the first paragraph of this
Agreement.

"Base Rate" means for any day
the rate of interest announced by Harris from time to time as its prime
commercial rate in effect on such day, with any change in the Base Rate
resulting from a change in said prime commercial rate to be effective as of the
date of the relevant change in said prime commercial rate (the "Harris Prime
Rate"), provided that if the rate per annum determined by adding 1/2
of 1% to the rate at which Harris would offer to sell federal funds in the
interbank market on or about 10:00 A.M. (Chicago time) on any day (the
"Adjusted Fed Funds Rate") shall be higher than the Harris Prime Rate on
such day, then the Base Rate for such day and for the succeeding day which is
not a Business Day shall be such Adjusted Fed Funds Rate. The determination of
the Adjusted Fed Funds Rate by the Administrative Agent shall be final and
conclusive provided it has acted in good faith in connection therewith.

"B Collateral" shall mean the
collateral security provided to the Administrative Agent for the benefit of the
Banks pursuant to the B Security Documents.

"B Loan" is defined in
Section 1.1(d) hereof.

"B Loan Availability Reserve"
means (a) as of the Effective Date, $1,991,850, and (b) on each
Determination Date thereafter such other amount (not greater than $5,000,000) to
which the Borrower and the Administrative Agent shall then mutually agree;
provided, however, that in the absence of any such agreement, the B Loan
Availability Reserve shall remain unchanged from its immediately prior
level.

"B Obligations" is
defined in the definition of the term "Class".

"B Security Documents" shall
mean the Pledge Agreement, the B Mortgages and any and all other security
agreements, mortgages, deeds of trust, deeds of secured debt, pledge agreements,
assignments, financing statements, and other instruments or documents at any
time delivered to the Administrative Agent or any Bank to encumber any Principal
Properties as collateral security for any indebtedness, obligations and
liabilities of the Borrower or any Guarantor under the Loan Documents with
respect to the principal of and interest on the B Loans.

"Blocked Account" is defined
in Section 7.24 hereof.

"B Mortgage" shall mean the
mortgages and deeds of trust described on Exhibit D hereto, as the same may
be supplemented, amended, restated or otherwise modified from time to time and
any mortgage or deed of trust entered into in substitution therefor or
replacement thereof.

"Borrower" shall have the
meaning specified in the first paragraph of this Agreement.

"Borrowing" means the total
of Revolving Credit Loans made by the Banks to the Borrower on a single date.
Borrowings of Revolving Credit Loans are made ratably from the Banks according
to their Revolving Credit Commitments.

"Borrowing Base" shall mean,
as of any time it is to be determined, the sum (without duplication) of:

(a)     85%
of the amount of the Eligible Receivables of the Borrower and its Subsidiaries;
plus

(b)     65%
of the lower of weighted average cost or market value (using the moving average
cost method of inventory valuation applied by the Borrower in accordance with
generally accepted accounting principles, consistently applied) of the Eligible
Inventory of the Borrower and its Subsidiaries, provided that the
aggregate amount included in the Borrowing Base pursuant to this subsection (b)
shall not exceed $45,000,000 at any time; plus

(c)     50%
of the lower of cost or market value (using the moving average cost method of
inventory valuation applied by the Borrower in accordance with generally
accepted accounting principles, consistently applied) of the Eligible Spare
Parts of the Borrower and its Subsidiaries, provided that the aggregate
amount included in the Borrowing Base pursuant to this subsection (c) and
subsection (d) shall not exceed $15,000,000 at any time; plus

(d)     75%
of the appraised orderly liquidation value (as shown on the appraisals thereof)
of the Non-Principal Property (other than accounts, inventory and spare parts),
provided that the aggregate amount included in the Borrowing Base
pursuant to this subsection (d) and subsection (c) shall not exceed
$15,000,000 at any time; plus

(e)     $105,000,000
reduced by the aggregate amount of all reductions of the Revolving Credit
Commitments made pursuant to Sections 3.5(b) and (c); minus

(f)     $12,500,000
from the Effective Date through March 31, 2003, and $15,000,000 at all
times thereafter;

provided that (x) the Borrowing Base shall be computed only
as against and on so much of such Collateral as is included on the certificates
to be furnished from time to time by the Borrower pursuant to this Agreement
and, if required by the Administrative Agent pursuant to any of the terms hereof
or any Security Document, as verified by such other evidence required to be
furnished to the Administrative Agent pursuant hereto or pursuant to any such
Collateral Document, and (y) the amounts described in clauses (d) and (e) above
shall be recalculated only upon the purchase or sale of Principal Properties or
Non-Principal Properties, respectively.

"Borrowing Base Report" shall
mean a Borrowing Base Report in the form of Exhibit N hereto.

"Business Day" shall mean any
day except Saturday or Sunday on which banks are open for business in Chicago,
Illinois.

"Capital Expenditures" means,
for any period, capital expenditures of the Borrower and its Subsidiaries during
such period as defined and classified in accordance with generally accepted
accounting principles, consistently applied.

"Capitalized Lease" shall
mean any lease or obligation for rentals which is required to be capitalized on
a consolidated balance sheet of a Person and its Subsidiaries in accordance with
generally accepted accounting principles, consistently applied.

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

"Change of Control" shall
mean the occurrence, after the date hereof, of (i) any Person or two or
more Persons acting in concert (but excluding Borrower's employees stock fund)
acquiring beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of securities of the Borrower (or other
securities convertible into such securities) representing more than 20% of the
combined voting power of all securities of the Borrower entitled to vote in the
election of directors; or (ii) commencing after the date hereof,
individuals who as of the date hereof were directors of the Borrower ceasing for
any reason to constitute a majority of the Board of Directors of the Borrower
unless the Persons replacing such individuals were nominated by the Board of
Directors of the Borrower; or (iii) any Person or two or more Persons
acting in concert acquiring by contract or otherwise, or entering into a
contract or arrangement which upon consummation will result in its or their
acquisition of, or control over, securities of the Borrower (or other securities
convertible into such securities) representing more than 20% of the combined
voting power of all securities of the Borrower entitled to vote in the election
of directors.

"Class" shall mean (a) with
respect to any Loan, its status as an A Loan or a B Loan, (b) with respect
to any Collateral, its status as A Collateral or B Collateral, and (c) with
respect to any Obligations, its status as being secured by the A Security
Documents (which shall be "A Obligations") or the B Security Documents
(which shall be "B Obligations").

"Collateral" shall mean the
collateral security provided to the Administrative Agent for the benefit of the
Banks pursuant to this agreement and the Security Documents.

"Commitment Percentage" shall
have the meaning set forth in Section 1.1(b) hereof.

"Compliance Certificate"
shall mean a Compliance Certificate in the form of Exhibit H attached
hereto.

"Concentration Account" is
defined in Section 7.24 hereof

"Consolidated Net Tangible
Assets" of the Borrower shall have the same meaning as such term is used in
the Senior Note Indenture.

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

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

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

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

(d)     the
aggregate amount of Capitalized Lease Obligations;

(e)     all
indebtedness and liabilities secured by any lien or any security interest on any
Property or assets of such Person, whether or not the same would be classified
as a liability on a balance sheet; and

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

all computed and determined on a consolidated basis for such
Person and its Subsidiaries after the elimination of intercompany items in
accordance with generally accepted accounting principles consistent with those
used in the preparation of the audit report referred to in Section 5.2
hereof.

"Determination Date" means
each date on which Borrower (a) makes a payment of principal on outstanding
B Loans, or (b) effects a Borrowing of B Loans.

"Disposition" means the sale,
lease, conveyance or other disposition of Property.

"Domestic Subsidiary" means
each Subsidiary that is not a Foreign Subsidiary.

"EBITDA" means, for any
Person and with reference to any period, Net Income for such period plus all
amounts deducted in arriving at such Net Income amount, without duplication, in
respect of (a) Interest Expense for such period, plus (b) federal,
state and local income taxes for such period, plus (c) all amounts properly
charged for depreciation of fixed assets and amortization of intangible assets
during such period on the books of such Person and its Subsidiaries, plus
(d) other noncash charges deducted in the calculation of Net Income for
such period, plus (e) severance payments in an amount not to exceed
$850,000, plus (f) payments in an amount not to exceed $500,000 relating to
fees and expenses incurred prior to the Effective Date in connection with
proposed refinancing transactions, and plus (g) a write-down due to
obsolescence of the Borrower's and its Subsidiaries' spare parts inventory in an
amount not to exceed $500,000; provided, however,that EBITDA shall not
include (i) any amounts attributable to the Borrower's or its Subsidiaries'
interest in FMCL, Houston Ammonia Terminal, L.P. or FMCL LLC except to the
extent received in cash by the Borrower or a Guarantor, or (ii) any gain or
loss on any Disposition of all or any part of the Trinidad Interest.

"ECF EBITDA" means, for any
Person and with reference to any period, Net Income for such period plus all
amounts deducted in arriving at such Net Income amount in respect of
(a) Interest expense for such period, plus (b) federal, state and
local income taxes for such period, plus (c) all amounts properly charged
for depreciation of fixed assets and amortization of intangible assets during
such period of the books of such Person and its Subsidiaries, plus
(d) other non cash charges deducted in the calculation of Net Income for
such period; provided, however, that ECF EBITDA shall not include
(i) any amounts attributable to the Borrower's and its Subsidiaries'
interests in FMCL, Houston Ammonia Terminal, L.P. or FMCL LLC, except to the
extent received in cash by the Borrower or a Guarantor, or (ii) gains or
losses on the sale of assets.

"Eligible Inventory" means
all raw material (but excluding work-in-process) and finished goods inventory of
the Borrower and its Subsidiaries which in each case the Administrative Agent,
in its reasonable judgment, deems to be Eligible Inventory; provided that in no
event shall inventory be deemed Eligible Inventory unless all representations
and warranties set forth in the Security Documents with respect to such
inventory are true and correct and such inventory:

(a)     is
an asset of the Borrower or any of its Subsidiaries to which it has good and
marketable title, is freely assignable, is subject to a perfected, first
priority security interest in favor of the Administrative Agent for the benefit
of the Banks, and is free and clear of any other liens and security
interests;

(b)     (i)
is located in the United States at a location permitted by the A Security
Agreement and within a jurisdiction in which the Administrative Agent's security
interests have attached and are perfected by the filing of financing statements
or (ii) is in transit to the Borrower or a Subsidiary from a supplier, is fully
insured and the Administrative Agent is the loss payee on such insurance;

(c)     if
such Inventory consists of finished goods at locations which are leased or
warehouses not owned by the Borrower or any of its Subsidiaries, (i) a
landlord's or warehouseman's waiver satisfactory in form and substance to the
Administrative Agent shall have been delivered to the Administrative Agent if
the aggregate value of inventory at such location exceeds $500,000 or $3,000,000
for all such locations, (ii) any non-negotiable warehouse receipts or other
non-negotiable documents for such inventory are issued in the name of the
Borrower or a Subsidiary or, alternatively, designate the Administrative Agent
directly or by endorsement as the only person to whom or to whose order the
warehouseman is legally obligated to deliver such goods and (iii) any negotiable
warehouse receipts or other negotiable documents for such inventory are in the
possession of the Administrative Agent;

(d)     is
not damaged or returned or obsolete or slow moving, and is of good and
merchantable quality free from any defects which might adversely affect the
market value thereof; and

(e)     it
is not spare parts inventory.

"Eligible Receivables" means
all accounts receivable of the Borrower and its Subsidiaries which the
Administrative Agent, in its reasonable judgment, deem to be Eligible
Receivables; provided that in no event shall an account receivable be deemed an
Eligible Receivable unless all representations and warranties set forth in the
Security Documents with respect to such account receivable are true and correct
and further provided that such account receivable:

(a)     arises
out of the sale by the Borrower or any of its Subsidiaries of raw materials or
finished goods inventory delivered to and accepted by, or out of the rendition
by the Borrower of services fully performed by the Borrower or any of its
Subsidiaries and accepted by, the account debtor on such account receivable and
such account receivable otherwise represents a final sale;

(b)     the
account debtor on such account receivable is either an Approved Foreign Account
Debtor or principally located (as used in the Uniform Commercial Code) within
the United States of America or, if such right has arisen out of the sale of
such goods shipped to, or out of the rendition of services to, an account debtor
located in any other country, such right is either (i) supported by
insurance issued by the EXIM Bank or any other insurer acceptable to the
Administrative Agent, in each case in form and substance satisfactory to the
Administrative Agent (which in any event shall insure not less than ninety
percent (90%) of the face amount of such account receivable and shall be subject
to such deductions as are acceptable to the Administrative Agent) or (ii)
secured by a valid and irrevocable letter of credit pursuant to which any of the
Borrower, any of its Subsidiaries or their respective transferee may draw on an
issuer acceptable to the Administrative Agent for the full amount thereof;

(c)     is
the valid, binding and legally enforceable obligation of the account debtor
obligated thereon and such account debtor is not (i) a Subsidiary, member,
manager, director, officer or employee of the Borrower or any Subsidiary, (ii)
is not an Affiliate of the Borrower or any Subsidiary unless such account debtor
has executed and delivered to the Administrative Agent an agreement satisfactory
in form and substance to the Administrative Agent waiving all rights of set-off,
counterclaims, recoupment or other defenses with respect thereto, (iii) the
United States of America, or any state or political subdivision thereof, or any
department, agency or instrumentality of any of the foregoing, unless the
Borrower or the relevant Subsidiary has complied with the Assignment of Claims
Act or any similar state or local statute, as the case may be, to the
satisfaction of the Administrative Agent, (iv) a debtor under any
proceeding under the United States Bankruptcy Code, as amended, or any other
comparable bankruptcy or insolvency law, or (v) an assignor for the benefit
of creditors;

(d)     is
not evidenced by an instrument or chattel paper unless the same has been
endorsed and delivered to the Administrative Agent;

(e)     is
an asset of the Borrower or a Subsidiary to which it has good and marketable
title, is freely assignable, is subject to a perfected, first priority security
interest in favor of the Administrative Agent, and is free and clear of any
other liens and security interests;

(f)     is
not subject to any offset, counterclaim or other defense with respect thereto
(except to the extent deducted in calculating the eligible amount thereof) and,
with respect to said account receivable or the contract or purchase order out of
which the same arose, no surety bond was required or given in connection
therewith;

(g)     is
not unpaid more than (i) 120 days from and after its invoice date, or
(ii) 30 days after its original due date on terms up to 90 days;

(h)     is
not owed by an account debtor who is obligated on accounts receivable owed to
the Borrower and its Subsidiaries more than 50% of the aggregate unpaid balance
of which have been past due for longer than the relevant period specified in
subsection (g) above unless the Administrative Agent has approved the
continued eligibility thereof;

(i)     would
not cause the total accounts receivable owing from any one account debtor
(excluding Approved Account Debtors) and its Affiliates to exceed 10% of all
Eligible Receivables unless the Borrower has requested in writing that the
Administrative Agent approve the continued eligibility thereof and the
Administrative Agent has approved in writing the continued eligibility thereof;

(j)     would
not cause the total accounts receivable owing from any one account debtor and
its Affiliate to exceed any credit limit established for purposes of determining
eligibility hereunder by the Administrative Agent in its reasonable judgment for
such account debtor and for which the Administrative Agent has given the
Borrower at least five (5) Business Day's prior notice of the establishment of
any such credit limit;

(k)     does
not arise from a sale to an account debtor on a bill-and-hold, guaranteed sale,
sale-or-return, sale-on-approval,or any other repurchase or return
basis; and

(l)     it
is evidenced by an invoice dated not more than five (5) Business Days after the
shipment date.

"Eligible Spare Parts" means
all spare parts inventory (excluding capitalized spare parts) of the Borrower
and its Subsidiaries which in each case the Administrative Agent, in its
reasonable judgment, deems to be Eligible Spare Parts; provided that in no event
shall spare parts inventory be deemed Eligible Spare Parts unless all
representations and warranties set forth in the Security Documents with respect
to such spare parts inventory are true and correct and such spare parts
inventory:

(a)     is
an asset of the Borrower or any of its Subsidiaries to which it has good and
marketable title, is freely assignable, is subject to a perfected, first
priority security interest in favor of the Administrative Agent for the benefit
of the Banks, and is free and clear of any other liens and security
interests;

(b)     is
located in the United States at a location permitted by the Security Agreement
and within a jurisdiction in which the Administrative Agent's security interests
have attached and are perfected by the filing of financing statements;

(c)     if
such spare parts are located at locations which are leased or warehouses not
owned by the Borrower or any of its Subsidiaries, (i) a landlord's or
warehouseman's waiver satisfactory in form and substance to the Administrative
Agent shall have been delivered to the Administrative Agent if the aggregate
value of spare parts at such location exceeds $500,000 or $3,000,000 for all
such locations, (ii) any non-negotiable warehouse receipts or other
non-negotiable documents for such spare parts are issued in the name of the
Borrower or a Subsidiary or, alternatively, designate the Administrative Agent
directly or by endorsement as the only person to whom or to whose order the
warehouseman is legally obligated to deliver such spare parts and (iii) any
negotiable warehouse receipts or other negotiable documents for such spare parts
are in the possession of the Administrative Agent;

(d)     is
not held for sale or lease; and

(e)     is
not damaged or obsolete, and is of good and merchantable quality free from any
defects which might adversely affect the market value
thereof.

"Environmental Laws" shall
mean all federal, state and local environmental, health and safety statutes and
regulations, including without limitation all statutes and regulations
establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes and substances.

"ERISA" shall mean the
Employee Retirement Income Security Act of 1974, as amended.

"Event of Default" shall mean
any event or condition identified as such in Section 8.1 hereof.

"Excess Cash Flow" means, for
any fiscal year of the Borrower, an amount equal to the Borrower's ECF EBITDA
for such fiscal year less (a) the sum of (i) Interest Expense actually paid in
cash during such fiscal year, (ii) federal, state and local income taxes
actually paid in cash during such fiscal year, (iii) all payments on long-term
Debt (but excluding in any event all payments with respect to the Obligations)
actually paid in cashduring such fiscal year, and (iv) Capital
Expenditures permitted hereunder that were actually made during such fiscal
year, plus (b) tax refunds received prior to the Effective Date in excess of
$14,800,000, plus (c) the amount of the net decrease in the amount of
Borrower's and its Subsidiaries working capital during the period from
June 30, 2002 to June 30, 2003, minus (d) the amount of the net
increase in the amount of Borrower's and its Subsidiaries working capital during
the period from June 30, 2002 to June 30, 2003.

"Excluded Non-Principal
Properties" means the properties described in Part 2 of
Exhibit O.

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

"Ex-Im Bank Indebtedness"
means the Debt of FMCL to Ex-Im Bank outstanding on the date of this
Agreement.

"Farmland MissChem Project"
means that certain anhydrous ammonia plant owned by FMCL in Trinidad.

"Farmland MissChem Project
Contingent Obligations" means the contingent obligations described on
Exhibit J hereto.

"Fed Funds Rate" shall have
the meaning specified in Section 1.6(c) hereof.

"FMCL" shall mean Farmland
MissChem Limited, a Company incorporated under the Companies Ordinance,
Chapter 31, No. 1 and continued under the Companies Act,
Chapter 81:01 of the laws of the Republic of Trinidad and Tobago.

"FMCL LLC" means FMCL,
Limited Liability Company, a Delaware limited liability company.

"Foreign Subsidiary" means
MCHI, MissChem Barbados, SRL, MissChem Trinidad Limited and each other
Subsidiary which (a) is organized under the laws of a jurisdiction other
than the United States of America or any state thereof, (b) conducts
substantially all of its business outside of the United States of America, and
(c) has substantially all of its assets outside of the United States of
America.

"Guarantor" means any Person
that is at any time a guarantor under any Guaranty.

"Guaranty" means the Restated
Guaranty, the MCHI Guaranty and other guaranty agreements in form and substance
acceptable to the Administrative Agent pursuant to which any Person guaranties
the payment and performance of any or all of the Obligations, as the same may be
supplemented, amended, restated or otherwise modified from time to time and any
agreement entered into in substitution therefor or replacement thereof.

"Harris" shall have the
meaning specified in the first paragraph of this Agreement.

"Interest Expense" shall
mean, for any Person and with reference to any period, the sum of all interest
charges (including imputed interest charges with respect to Capitalized Lease
Obligations, all amortization of debt discount and expense and all fees relating
to letters of credit accrued and all net obligations pursuant to interest rate
hedging agreements) of such Person and its Subsidiaries for such period
determined on a consolidated basis in accordance with generally accepted
accounting principles, consistently applied.

"Inventory" shall mean all
raw materials, work in process, finished goods, and goods held for sale or lease
or furnished or to be furnished under contracts of service in which any Borrower
or any Subsidiary now has or hereafter acquires any right.

"L/C" shall have the meaning
set forth in Section 1.4 hereof.

"L/C Agreement" shall have
the meaning set forth in Section 1.4 hereof.

"L/C Administrative Fee" has
the meaning specified in Section 1.4(a) hereof.

"L/C Issuance Fee" has the
meaning specified in Section 1.4(a) hereof.

"L/C Participation Fee" shall
have the meaning specified in Section 1.4(a) hereof.

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

"Loan" shall mean Revolving
Credit Loans and Swingline Loans, and each of them singly.

"Loan Documents" shall mean
this Agreement and any and all exhibits hereto, the Notes, the L/C Agreements,
the Guaranties and the Security Documents.

"MCHI" shall mean Mississippi
Chemical Holdings, Inc., a British Virgin Islands corporation.

"MCHI Guaranty" means the
Guaranty Agreement dated as of November 15, 2002, from MCHI to the
Administrative Agent and the Banks, as the same may be supplemented, amended,
restated or otherwise modified from time to time and any agreement entered into
in substitution therefor or replacement thereof.

"Mortgages" shall mean the
A Mortgages and the B Mortgages.

"Mortgaged Property" shall
mean any Principal Property or Non-Principal Property consisting of real estate
that is required to be mortgaged in favor of the Administrative Agent pursuant
to Section 2.2 hereof.

"Net Cash Proceeds" means, as
applicable, (a) with respect to any Disposition by a Person, cash and cash
equivalent proceeds received by or for such Person's account, net of (i)
reasonable direct costs relating to such Disposition, including reasonable
investment banking fees, reasonable legal and accounting fees and other
reasonable fees and expenses, (ii) sale, use or other transactional taxes
and income taxes paid or payable by such Person or any Person with respect to
which such Person files a consolidated return as a direct result of such
Disposition (after giving effect to any available deductions, credits, carry
forwards, carry backs or other items which would reduce any actual tax payable),
and (iii) any amounts representing insurance or condemnation proceeds to be
utilized by Borrower or its Subsidiaries to repair, rebuild or replace any
property subject to a casualty or condemnation as and to the extent permitted by
the Security Documents, and (b) with respect to any offering of equity
securities of a Person, cash and cash equivalent proceeds received by or for
such Person's account, net of reasonable legal, underwriting, and other fees and
expenses incurred as a direct result thereof.

"Net Income" means, for any
Person and with reference to any period, the net income of such Person and its
Subsidiaries for such period determined on a consolidated basis in accordance
with generally accepted accounting principles, consistently applied, but
excluding in any event any items of extraordinary gain or loss.

"Non-Principal Properties"
shall mean all Property of the Borrower and its Subsidiaries that is not
part of the Principal Properties, including but not limited to the Property
listed on Part 1 of Exhibit O hereto, but excluding the Property
listed on Part 2 of Exhibit O hereto.

"Note" and "Notes"
shall have the meanings specified in Section 3.1 hereof.

"Obligations" means all
obligations of the Borrower to pay principal and interest on the Loans, all
Reimbursement Obligations, all fees and charges payable hereunder, and all other
payment obligations of the Borrower arising under or in relation to any Loan
Document, in each case whether now existing or hereafter arising, due or to
become due, direct or indirect, absolute or contingent, and howsoever evidenced,
held or acquired.

"PBGC" shall mean the Pension
Benefit Guaranty Corporation.

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

"Plan" shall mean any
employee benefit plan covering any officers or employees of a Borrower or any
Subsidiary, any benefits of which are, or are required to be, guaranteed by the
PBGC.

"Pledge Agreement" means the
Pledge Agreement dated as of February 24, 2000, from the Borrower,
Mississippi Nitrogen, Inc. and Mississippi Chemical Management Company to the
Administrative Agent, as the same may be supplemented, amended, restated or
otherwise modified from time to time and any agreement entered into in
substitution therefor or replacement thereof.

"Potential Default" shall
mean any event or condition specified in Section 8.1 hereof which, with the
lapse of time, or giving of notice, or both, would constitute an Event of
Default.

"Principal Properties" shall
have the meaning specified in the Senior Note Indenture.

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

"Receivables" shall mean the
Borrower's and its Subsidiaries' accounts receivable arising from the sale of
goods or the provision of services in the ordinary course of business.

"Reimbursement Obligations"
has the meaning specified in Section 1.5 hereof.

"Rentals" shall mean and
include all fixed rents (including as such all payments which the lessee is
obligated to make to the lessor on termination of the lease or surrender of the
Property to the extent such termination or surrender occurs during the relevant
period) payable by the Borrower or a Subsidiary, as lessee or sublessee under a
lease of real or personal property, but shall be exclusive of any amounts
required to be paid by the Borrower or a Subsidiary (whether or not designated
as rents or additional rents) on account of maintenance, repairs, insurance,
taxes and similar charges. Fixed rents under any so-called "percentage leases"
shall be computed solely on the basis of the minimum rents, if any, required to
be paid by the lessee regardless of sales volume or gross revenues. Capitalized
Lease Obligations shall be excluded from the definition of Rentals for all
purposes hereunder other than the use of the term "rentals" in the
definitions of Capitalized Lease and Capitalized Lease Obligations.

"Required Banks" shall mean
any Bank or Banks which in the aggregate have more than 50% of the Revolving
Credit Commitments or, if at the time no Revolving Credit Commitments are in
effect, any Bank or Banks which in the aggregate hold more than 50% of the
aggregate unpaid principal balance of the Loans and Reimbursement Obligations
then outstanding.

"Restated Guaranty" means the
Amended and Restated Guaranty Agreement dated as of November 15, 2002, from
the Borrower's Domestic Subsidiaries to the Administrative Agent and the Banks,
as the same may be supplemented, amended, restated or otherwise modified from
time to time and any agreement entered into in substitution therefor or
replacement thereof.

"Restricted Payments" shall
have the meaning specified in Section 7.8 hereof.

"Revolving Credit" shall have
the meaning specified in the first paragraph of this Agreement.

"Revolving Credit Commitment"
and "Revolving Credit Commitments" shall have the meanings specified in
Section 1.1(b) hereof.

"Revolving Credit Loan" and
"Revolving Credit Loans" shall have the meanings specified in
Section 1.1(a) hereof.

"Revolving Credit
Obligations" shall have the meaning specified in Section 1.1(a)
hereof.

"Revolving Note" or
"Revolving Notes" shall have the meanings specified in Section 3.1
hereof.

"Security Documents" shall
mean the Mortgages, the Aircraft Security Agreement, the A Security
Agreement, the Pledge Agreement, and any and all other security agreements,
mortgages, deeds of trust, deeds of secured debt, pledge agreements,
assignments, financing statements, and other instruments or documents at any
time delivered to the Administrative Agent or any Bank to provide collateral
security for any indebtedness, obligations and liabilities of the Borrower or
any Guarantor under the Loan Documents.

"Senior Note Indenture" shall
mean the Indenture dated as of November 25, 1997, as amended, between the
Borrower and Trustmark National Bank, as successor Trustee.

"Senior Notes" shall mean the
Borrower's 7.25% Senior Notes due 2017 in the original aggregate principal
amount of $200,000,000, and Borrower's Senior Notes to be hereafter issued in
the original aggregate principal amount of up to $100,000,000, to be governed by
the same Senior Note Indenture.

"Subsidiary" shall mean, for
any Person, any corporation or other entity of which more than fifty percent
(50%) of the outstanding stock or comparable equity interests having ordinary
voting power for the election of the Board of Directors of such corporation or
similar governing body in the case of a non-corporation (irrespective of whether
or not, at the time, stock or other equity interests of any other class or
classes of such corporation or other entity shall have or might have voting
power by reason of the happening of any contingency) is at the time directly or
indirectly owned by such Person or by one or more of its Subsidiaries.

"Termination Date" shall have
the meaning set forth in Section 1.1(a) hereof.

"Total Outstandings" shall
mean the aggregate principal amount of all Loans plus the aggregate principal
amount of all unpaid Reimbursement Obligations plus the maximum amount available
to be drawn under all L/Cs outstanding under this Agreement.

"Trinidad Interest" shall
mean (a) the capital stock or other equity interests of the Borrower or its
Subsidiaries in MCHI, MissChem (Barbados) SRL, MissChem Trinidad Limited, FMCL,
and/or any other Person that at any time owns an equity interest in any of the
foregoing, and (b) any interest, direct or indirect, of the Borrower or its
Subsidiaries in any rights or Property of FMCL.

Section 4.2.     Accounting
Terms.Any accounting term not otherwise specifically defined in this
Agreement shall have the meaning customarily given to such term in accordance
with generally accepted accounting principles, consistently applied. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purpose of this Agreement, it shall be done in
accordance with generally accepted accounting principles, to the extent
applicable, except where such principles are inconsistent with the requirements
of this Agreement.

SECTION 5.     REPRESENTATIONS AND
WARRANTIES.

The Borrower represents and
warrants to the Banks as follows:

Section 5.1.     Organization
and Qualification; Non-Contravention. The Borrower is duly organized,
validly existing and in good standing under the laws of the state of its
incorporation, has full and adequate corporate power to carry on its business as
now conducted, is duly licensed or qualified in all jurisdictions wherein the
nature of its activities requires such licensing or qualifying, except where the
failure to be so licensed or qualified would not result in a material adverse
change in the Properties, business or operations of the Borrower and its
Subsidiaries taken as a whole, has full right, power and authority to enter into
this Agreement and the other Loan Documents to which it is a party, to make the
borrowings herein provided for, to execute and issue its Notes in evidence
thereof, and to perform each and all of the matters and things herein and
therein provided for; and this Agreement and the other Loan Documents do not,
nor does the performance or observance by the Borrower of any of the matters or
things provided for in the Loan Documents, contravene any provision of law or
any charter or by-law provision or any material covenant, indenture or agreement
of or affecting the Borrower or its Properties.

Section 5.2.     Financial
Reports. The Borrower has heretofore delivered to each Bank a copy of the
annual audit report as of June 30, 2002, and the accompanying financial
statements of the Borrower and its Subsidiaries and unaudited financial
statements of the Borrower and its Subsidiaries as of, and for the interim
period ending September 30, 2002. Such financial statements have been
prepared in accordance with generally accepted accounting principles (except for
the omission of footnotes and subject to normal year-end audit adjustments with
respect to such unaudited statements) on a basis consistent, except as otherwise
noted therein, with that of the previous fiscal year or period and fairly
reflect in all material respects the financial position of the Borrower and its
Subsidiaries as of the dates thereof, and the results of its operations for the
periods covered thereby. The Borrower and its Subsidiaries have no material
contingent liabilities other than as indicated on said financial statements and
since said date of September 30, 2002, there has been no event which could
reasonably be expected to result in a material adverse change in the condition,
financial or otherwise, or prospects of the Borrower and its Subsidiaries taken
as a whole.

Section 5.3.     Litigation;
Tax Returns; Approvals. Except as disclosed on Schedule 5.3 hereto,
there is no litigation, labor controversy, governmental proceeding or
investigation pending, nor to the knowledge of the Borrower threatened, against
the Borrower or any Subsidiary which could reasonably be expected to result in
any material adverse change in the Properties, business, operations or prospects
of the Borrower and its Subsidiaries taken as a whole. All federal, state and
local income tax returns for the Borrower and its Subsidiaries required to be
filed have been filed on a timely basis, and all amounts required to be paid as
shown by said returns have been paid. There are no pending or, to the Borrower's
knowledge, material threatened objections to or controversies in respect of the
United States federal, state or local income tax returns of the Borrower and its
Subsidiaries for any fiscal year. No authorization, consent, license, exemption
or filing or registration with any court or governmental department, agency or
instrumentality, is or will be necessary to the valid execution, delivery or
performance by the Borrower of the Loan Documents to which it is a party, except
such as have been previously obtained or where the failure to obtain such
authorization, consent, license, exemption or make such filing or registration
would not result in a material adverse change in the Properties, business or
operations of the Borrower and its Subsidiaries taken as a whole.

Section 5.4.     Regulation
U. Neither the Borrower nor any Subsidiary is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U of the Board of Governors of the Federal
Reserve System) and no part of the proceeds of any Loan or other extension of
credit hereunder will be used to purchase or carry any margin stock (other than
the Borrower's common stock) or to extend credit to others for such a
purpose.

Section 5.5.     No
Default. The Borrower is in full compliance with all of the terms and
conditions of this Agreement, and no Potential Default or Event of Default is
existing under this Agreement.

Section 5.6.     ERISA.
The Borrower and its Subsidiaries are in compliance in all material respects
with ERISA to the extent applicable to it and neither the Borrower nor any
Subsidiary has received any notice to the contrary from the PBGC or any other
governmental entity or agency. No steps have been taken to terminate any Plan,
and no contribution failure has occurred with respect to any Plan sufficient to
give rise to a Lien under Section 302(f) of ERISA. No condition exists or
event or transaction has occurred with respect to any Plan which might result in
the incurrence by the Borrower or any Subsidiary of any material liability, fine
or penalty. Neither the Borrower nor any Subsidiary has any contingent liability
with respect to any post-retirement benefit under a Plan, other than liability
for continuation coverage described in Part 6 of Title I of ERISA.

Section 5.7.     Debt
and Security Interests. The Borrower and its Subsidiaries have no Debt
except Debt permitted by Section 7.10 hereof, and there are no Liens on any
of the assets or Property of the Borrower or any Subsidiary except for those
permitted by Section 7.9 hereof.

Section 5.8.     Subsidiaries.
The Borrower's only Subsidiaries as of the date hereof are identified on
Exhibit G hereof. Each of said Subsidiaries is duly organized and
validly existing under the laws of the state or country of its incorporation or
formation, has full and adequate corporate power to carry on its business as now
conducted, and is duly licensed or qualified to do business in all jurisdictions
wherein the nature of its activities requires such licensing or qualification,
except where the failure to be so licensed or qualified would not result in a
material adverse change in the Properties, business or operations of the
Borrower and its Subsidiaries taken as a whole.

Section 5.9.     Accurate
Information. No information, exhibit or report furnished by the Borrower or
any Subsidiary to the Banks in connection with the negotiation or performance of
the Loan Documents contains any material misstatement of fact or omitted to
state a material fact or any fact necessary to make the statements contained
therein not misleading in light of the circumstances in which made.

Section 5.10.     Enforceability.
This Agreement is and the other Loan Documents to which the Borrower is a party
are the legal, valid and binding agreements of the Borrower, enforceable against
it in accordance with its terms, except as may be limited by
(a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
or other similar laws or judicial decisions for the relief of debtors or the
limitation of creditors' rights generally; and (b) any equitable principles
relating to or limiting the rights of creditors generally or any equitable
remedy which may be granted to cure any defaults.

Section 5.11.     Restrictive
Agreements. The Borrower is not a party to any contract or agreement, or
subject to any charge or other corporate restriction, which affects its ability
to execute, deliver and perform the Loan Documents to which it is a party and
repay its indebtedness, obligations and liabilities under the Loan Documents or
which materially and adversely affects the financial condition or results of
operations of the Borrower and its Subsidiaries taken as a whole, or would
materially and adversely affect the Borrower's legal ability to repay the
indebtedness, obligations and liabilities under the Loan Documents, or any
Bank's or the Agent's rights under the Loan Documents to which the Borrower is a
party.

Section 5.12.     No
Violation of Law. Neither the Borrower nor any Subsidiary is in violation of
any law, statute, regulation, ordinance, judgment, order or decree applicable to
it which violation would materially and adversely affect any Bank's or any
Agent's rights under the Loan Documents or the financial condition or results of
operations of the Borrower and its Subsidiaries taken as a whole.

Section 5.13.     No
Default Under Other Agreements. Neither the Borrower nor any Subsidiary is
in default with respect to any note, indenture, loan agreement, mortgage, lease,
deed, or other agreement to which it is a party or by which it or its Property
is bound, which default would materially and adversely affect any Bank's or any
Agent's rights under the Loan Documents or the financial condition or results of
operations of the Borrower and its Subsidiaries taken as a whole.

Section 5.14.     Status
Under Certain Laws. Neither the Borrower nor any of its Subsidiaries is an
"investment company" or a person directly or indirectly controlled by or
acting on behalf of an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "holding Company," or a
"subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or a "subsidiary
company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

Section 5.15.     Pari
Passu. All payment obligations of the Borrower arising under or pursuant to
this Agreement and the Notes will at all times rank pari passu with or senior
(to the extent of the Collateral) to the Borrower's indebtedness evidenced by
the Senior Notes.

Section 5.16.     Organization
and Qualification of the Guarantors. Each Guarantor is a corporation,
limited liability company or limited partnership duly organized and existing and
in good standing under the laws of its jurisdiction of incorporation or
organization, has full and adequate corporate or company power to carry on its
business as now conducted, is duly licensed or qualified in all jurisdictions
wherein the nature of its activities requires such licensing or qualification
except where the failure to be so licensed or qualified would not have a
material adverse effect on the condition, financial or otherwise, of such
Guarantor, has full right and authority to enter into the Guaranty, to guaranty
the payment when due of the Borrower's indebtedness, obligations and liabilities
to the Banks under the Loan Documents pursuant to the Guaranty and to perform
each and all of the matters and things therein provided for; and the Guaranty
does not, nor does the performance or observance by any Guarantor of any of the
matters or things provided for in the Guaranty, contravene any provision of law
or any provision of any Guarantor's articles of incorporation, articles of
organization, by-laws or operating agreement or any covenant, indenture or
agreement of or affecting any Guarantor or its Properties.

SECTION 6.     CONDITIONS PRECEDENT.

The obligation of the Banks or
the Administrative Agent to amend and restate the Original Credit Agreement
pursuant hereto and make any Loan pursuant hereto shall be subject to the
following conditions precedent:

Section 6.1.     Amendment
and Restatement. Prior to the amendment and restatement of the Original
Credit Agreement pursuant hereto, the following conditions precedent shall have
been satisfied:

(a)     the
Borrower, the Administrative Agent and all of the Banks shall have executed and
delivered this Agreement;

(b)     the
Borrower shall have delivered to the Administrative Agent for the benefit of the
Banks in sufficient counterparts for distribution to the Banks:

(i)     the
Notes (one for each Bank);

(ii)     the
Restated Guaranty;

(iii)     the
MCHI Guaranty;

(iv)     a
supplement or amendment to the A Security Agreement, the Aircraft Security
Agreement, the Pledge Agreement and each Mortgage, in each case acceptable in
form and substance to the Administrative Agent;

(v)     an
endorsement to each of the title insurance policies insuring the Mortgages,
insuring the lien of each Mortgage as supplemented and amended pursuant to the
supplement or amendment described in clause (iv) above and otherwise acceptable
in form and substance to the Administrative Agent;

(vi)     an
opinion of the Vice President and General Counsel of the Borrower and the
Domestic Guarantors, in the form of Exhibit E hereto;

(vii)     an
opinion of Lex Caribbean, counsel to MCHI, in the form of Exhibit F
hereto;

(viii)     an
opinion of Vinson & Elkins, LLP in the form of Exhibit I hereto;

(ix)     to
the extent available, a Phase I, Phase II or Phase III environmental assessment
of each of the Mortgaged Properties showing no condition that is not acceptable
to the Administrative Agent;

(x)     good
standing certificates for the Borrower issued by the states of Louisiana, New
Mexico and Mississippi, as applicable, and good standing certificates for each
Guarantor issued by the states of their organization, issued not more than 30
days before the date of this Agreement;

(xi)     copies
of the Articles of Incorporation (or equivalent documents for non-corporate and
foreign entities), and all amendments thereto, of the Borrower and each
Guarantor, certified by the Secretary of State of its state (or other
jurisdiction) of incorporation or organization not more than 30 days before the
date of this Agreement;

(xii)     copies
of the By-Laws (or equivalent documents for non-corporate and foreign entities),
and all amendments thereto, of the Borrower and each Guarantor, certified as
true, correct and complete on the date hereof by the Secretary or Assistant
Secretary of the Borrower or such Guarantor;

(xiii)     copies,
certified as true, correct and complete by the Secretary or Assistant Secretary
of the Borrower and each Guarantor, of resolutions regarding the transactions
contemplated by this Agreement, duly adopted by the Board of Directors (or
equivalent body) of the Borrower and each Guarantor and satisfactory in form and
substance to the Administrative Agent;

(xiv)     an
incumbency and signature certificate for the Borrower and each Guarantor
satisfactory in form and substance to the Administrative Agent;

(xv)     copies
(executed or certified, as may be appropriate) of all legal documents or
proceedings taken in connection with the execution and delivery of this
Agreement and the other Loan Documents to the extent the Administrative Agent
may reasonably request; and

(xvi)     a
Borrowing Base Certificate showing the calculation of the Borrowing Base as of
October 31, 2002;

(c)     the
Administrative Agent shall have received all fees payable to it and to the Banks
in connection with the execution and delivery of this Agreement and the
transactions contemplated hereby;

(d)     the
Administrative Agent shall have received evidence of insurance required by
Section 7.3 hereof;

(e)     no
event of default shall have occurred and be continuing under the Senior Note
Indenture;

(f)     the
Borrower shall have reimbursed the Administrative Agent for all fees and
expenses incurred by it, including the fees and expenses of Chapman and Cutler
and FTI Consulting (formerly PWC), in connection with the Original Credit
Agreement and the amendment and restatement thereof pursuant to this Agreement
and the transactions contemplated hereby; and

(g)     the
Administrative Agent's Liens in the Collateral shall have been perfected in a
manner satisfactory to it.

Section 6.2.     Each
Extension of Credit. As of the time of the making of each Loan hereunder
(including the initial Loan):

(a)     each
of the representations and warranties set forth in Section 5 hereof shall
be and remain true and correct as of said time, except that the representations
and warranties made under Section 5.2 shall be deemed to refer to the most
recent financial statements furnished to the Banks pursuant to Section 7.4
hereof;

(b)     the
Borrower shall be in full compliance with all of the terms and conditions
hereof, and no Potential Default or Event of Default shall have occurred and be
continuing;

(c)     with
respect to each Loan requested by the Borrower, the aggregate amount of the
Total Outstandings shall not exceed the lesser of the Borrowing Base, as most
recently computed, and the Revolving Credit Commitments then in effect;

(d)     immediately
after giving effect thereto, not more than 25% of the value of the Borrower's
and its Subsidiaries' assets that are subject to Sections 7.9 and 7.12
hereof shall constitute margin stock (as defined in Regulation U promulgated by
the Board of Governors of the Federal Reserve System);

(e)     with
respect to each Swingline Loan requested by the Borrower, the aggregate
principal amount of all Swingline Loans outstanding after giving effect to the
requested Swingline Loans shall not exceed $15,000,000; and

(f)     with
respect to each B Loan requested by the Borrower, the aggregate principal
amount of all B Loans outstanding after giving effect to the requested
B Loan shall not exceed an amount equal to the difference between
(x) 15% of the Borrower's Consolidated Net Tangible Assets as shown on the
calculation thereof in the form of Exhibit P attached hereto delivered to
the Administrative Agent by the Borrower in connection with the request for such
B Loan and (y) the B Loan Availability Reserve;

and the request by the Borrower for any Loan pursuant hereto
shall be and constitute a warranty to the foregoing effects.

SECTION 7.     COVENANTS.

It is understood and agreed that
so long as credit is in use or available under this Agreement or any amount
remains unpaid on any Note, Reimbursement Obligation or L/C except to the extent
compliance in any case or cases is waived in writing by the Required Banks:

Section 7.1.     Maintenance
of Property. The Borrower will, and will cause each Subsidiary to, keep and
maintain all of its Properties necessary or useful in its business in good
condition, and make all necessary renewals, replacements, additions, betterments
and improvements thereto; provided, however, that nothing in this Section
shall prevent the Borrower or any Subsidiary from discontinuing the operating
and maintenance of any of its properties if such discontinuance is, in the
judgment of the Borrower, desirable in the conduct of its business and not
disadvantageous in any material respect to the Banks as holders of the
Notes.

Section 7.2.     Taxes.
The Borrower will, and will cause each Subsidiary to, duly pay and discharge all
taxes, rates, assessments, fees and governmental charges upon or against the
Borrower or any Subsidiary or against its Properties in each case before the
same becomes delinquent and before penalties accrue thereon unless and to the
extent that the same is being contested in good faith and by appropriate
proceedings and for which adequate reserves have been established in accordance
with generally accepted accounting principles, consistently applied.

Section 7.3.     Maintenance
of Insurance. The Borrower will, and will cause each Subsidiary to, maintain
insurance with insurers recognized as financially sound and reputable by prudent
business persons in such forms and amounts and against such risks as is usually
carried by companies engaged in similar business and owning similar Properties
in the same general areas in which the Borrower or such Subsidiary operates. The
Borrower shall provide the Administrative Agent with evidence of insurance
maintained by it upon the Administrative Agent's request.

Section 7.4.     Financial
Reports. The Borrower will, and will cause each Subsidiary to, maintain a
system of accounting in accordance with sound accounting practice and will
furnish promptly to each of the Banks and their duly authorized representatives
such information respecting the business and financial condition of the Borrower
and its Subsidiaries as may be reasonably requested and, without any request,
will furnish each Bank:

(a)     as
soon as available, and in any event within 45 days after the close of the first
three fiscal quarters of each fiscal year of the Borrower a copy of consolidated
and consolidating balance sheets and income statements and consolidated cash
flow statements for the Borrower and its Subsidiaries for such quarterly period
and the year to date and for the corresponding periods of the preceding fiscal
year, all in reasonable detail, prepared by the Borrower and certified by the
chief financial officer of the Borrower;

(b)     as
soon as available, and in any event within 90 days after the close of each
fiscal year of the Borrower, a copy of the audit report for such year and
accompanying financial statements, including consolidated balance sheets and
statements of income for the Borrower and its Subsidiaries showing in
comparative form the figures for the previous fiscal year of the Borrower, all
in reasonable detail, prepared and certified by KPMG, LLP or other independent
public accountants of nationally recognized standing selected by the Borrower
and reasonably satisfactory to the Administrative Agent and copies of unaudited
consolidating balance sheets and statements of income for the Borrower and its
Subsidiaries;

(c)     together
with the financial statements required by (a) and (b) above, a Compliance
Certificate in the form of Exhibit H attached hereto, prepared and
signed by the President or Chief Financial Officer of the Borrower;

(d)     promptly
upon their becoming available, copies of all registration statements and regular
periodic reports, if any, which the Borrower shall have filed with the
Securities and Exchange Commission or any governmental agency substituted
therefor, or any national securities exchange, including copies of the
Borrower's form 10-K annual report, including financial statements audited by
KPMG, LLP or other independent public accountants of nationally recognized
standing selected by the Borrower and reasonably satisfactory to the Required
Banks, its form 10-Q quarterly report to the Securities and Exchange Commission
and any Form 8-K filed by the Borrower with the Securities and Exchange
Commission;

(e)     promptly
upon the mailing thereof to the shareholders of the Borrower generally, copies
of all financial statements, reports and proxy statements so mailed;

(f)     on
the third (3rd) Business Day of each week, commencing with the
week ended November 23, 2002, a Borrowing Base Report setting forth the
computation of the Borrowing Base as of the last Business Day of the preceding
week, together with such other information as such certificate requires,
certified as correct by the chief financial officer of the Borrower (it being
agreed that the Borrower may elect to deliver a Borrowing Base Report more
frequently than required by this Section 7.4(f));

(g)     as
soon as available, and in any event within 20 days after the end of each month
that is not the last month of a fiscal quarter of the Borrower, commencing with
the month ending October 31, 2002, a copy of the consolidated and
consolidating balance sheets and income statements and consolidated cash flow
statements of the Borrower and its Subsidiaries for such month and the year to
date and for the corresponding periods of the preceding fiscal year, all in
reasonable detail, prepared by the Borrower and certified by the chief financial
officer of the Borrower;

(h)     as
soon as available, and in any event within twenty (20) days after the end
of each month, commencing with the month ending October 31, 2002, an
accounts receivable and accounts payable aging, an accounts receivable
concentration and reconciliation report, an inventory report (broken down by
category) and such other information and reports as the Administrative Agent may
reasonably request, each as of the close of such period and in reasonable detail
prepared by the Borrower and certified to by the chief financial officer of the
Borrower; and

(i)     as
soon as available and in any event within twenty (20) days after the end of
each month, commencing with the month ending July 31, 2003, a capital
expenditures report showing in reasonable detail the nature and amount of al
Capital Expenditures made during the 12 months ended as of the date of such
report, certified by the chief financial officer of the
Borrower.

Section 7.5.     Inspection.
The Borrower shall, and shall cause each Subsidiary to, permit each of the
Banks, by their representatives and Administrative Agents, to inspect any of the
Properties, corporate books and financial records of the Borrower, and each
Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Borrower and its Subsidiaries and to discuss the
affairs, finances and accounts of the Borrower and its Subsidiaries with, and to
be advised as to the same by, its officers at such reasonable times and
reasonable intervals as the Required Banks may reasonably request. The Borrower
shall pay the reasonable costs and expenses of the Administrative Agent in
connection with any inspection of the Borrower's and its Subsidiaries' books and
records.

Section 7.6.     Consolidation
and Merger. The Borrower will not, and will not permit any Subsidiary to,
consolidate with or merge into any Person, or permit any other Person to merge
into it, except that any Subsidiary may be merged or consolidated with or into:
(a) the Borrower, if the Borrower should be the continuing or surviving
corporation, or (b) any other Subsidiary.

Section 7.7.     Transactions
with Affiliates. The Borrower will not, and will not permit any Subsidiary
to, enter into any transaction, including without limitation, the purchase,
sale, lease or exchange of any Property, or the rendering of any service, with
any Affiliate of the Borrower except in the ordinary course of, and pursuant to
the reasonable requirements of, the Borrower's or such Subsidiary's business and
upon fair and reasonable terms no less favorable to the Borrower or such
Subsidiary than would be obtained in a comparable arm's-length transaction with
a Person not an Affiliate of the Borrower, provided that the Borrower may
continue to engage in the following practices: (i) allocation of overhead
expenses among the Borrower and its Subsidiaries, (ii) special product
pricing among the Borrower and one or more Subsidiaries and Mississippi Chemical
Company, L.P., and (iii) the floor price provision of the ammonia purchase
agreements between the Borrower and FMCL.

Section 7.8.     Dividends
and Certain Other Restricted Payments. The Borrower will not
(a) declare or pay any dividends or make any distribution on any class of
its capital stock (other than dividends payable solely in its capital stock) or
(b) directly or indirectly purchase, redeem or otherwise acquire or retire
any of its capital stock (except out of the proceeds of, or in exchange for, a
substantially concurrent issue and sale of capital stock) or (c) make any
other distributions with respect to its capital stock (collectively,
"Restricted Payments").

Section 7.9.     Liens.
The Borrower will not, and will not permit any Subsidiary to, pledge, mortgage
or otherwise encumber or subject to or permit to exist upon or be subjected to
any Lien (including any conditional sale or other title retention agreement and
any lease in the nature thereof), on any of its Properties of any kind or
character at any time owned by the Borrower or any Subsidiary, other than:

(a)     Liens,
pledges or deposits for worker's compensation, unemployment insurance, old age
benefits or social security obligations, taxes, assessments, statutory
obligations or other similar charges, good faith deposits made in connection
with tenders, contracts or leases to which the Borrower or any Subsidiary is a
party or other deposits required to be made in the ordinary course of business,
provided in each case the obligation secured is not overdue or, if overdue, is
being contested in good faith by appropriate proceedings and adequate reserves
have been provided therefor in accordance with generally accepted accounting
principles and that the obligation is not for borrowed money, customer advances,
trade payables, or obligations to agricultural producers;

(b)     the
pledge of assets for the purpose of securing an appeal or stay or discharge in
the course of any legal proceedings, provided that the aggregate amount
of liabilities of the Borrower or any Subsidiary so secured by a pledge of
property permitted under this subsection (b) including interest and
penalties thereon, if any, shall not be in excess of $10,000,000 at any one time
outstanding;

(c)     Liens
existing on the date hereof and disclosed in the audited financial statements
referred to in Section 5.2 hereof;

(d)     Liens
for property taxes and assessments or governmental charges or levies which are
not yet due and payable;

(e)     Liens
incidental to the conduct of business or the ownership of properties and assets
(including warehousemen's and attorneys' liens and statutory landlords' liens)
or other liens of like general nature incurred in the ordinary course of
business and not in connection with the borrowing of money, provided in each
case, the obligation secured is not overdue or, if overdue, is being contested
in good faith by appropriate actions or proceedings and adequate reserves have
been provided therefor in accordance with generally accepted accounting
principles, consistently applied;

(f)     minor
survey exceptions or minor encumbrances, easements or reservations, or rights of
others for rights-of-way, utilities and other similar purposes, or zoning or
other restrictions as to the use of real properties, which are necessary for the
conduct of the activities of the Borrower and its Subsidiaries or which
customarily exist on properties of corporations engaged in similar activities
and similarly situated and which do not in any event materially impair their use
in the operation of the business of the Borrower and its Subsidiaries;

(g)     the
interests of lessors under Capitalized Leases;

(h)     Liens
securing the Borrower's and its Subsidiaries' indebtedness, obligations and
liabilities in connection with industrial revenue bonds issued for their account
which are permitted by Section 7.10(b), provided such Liens attach
only to the Property financed by such industrial revenue bonds;

(i)     Liens
upon tangible personal property acquired after the date hereof (by purchase,
construction or otherwise), or upon other Property acquired after the date
hereof as a capital expenditure, by the Borrower or any of its Subsidiaries,
each of which Liens either (A) existed on such Property before the time of
its acquisition and was not created in anticipation thereof or (B) was
created solely for the purpose of securing indebtedness representing, or
incurred to finance, refinance or refund, the cost of such Property;
provided that (i) no such Lien shall extend to or cover any Property
of the Borrower or any of its Subsidiaries other than the Property so acquired,
and (ii) the principal amount of indebtedness secured by any such Lien
shall not exceed the fair market value of such Property at the time of
acquisition, and (C) the aggregate principal amount of all indebtedness
secured by such Liens shall not at any one time exceed $5,000,000;

(j)     Liens
in the Collateral granted to the Administrative Agent for the benefit of the
Banks pursuant to Section 2 hereof and;

(k)     Liens
granted pursuant to the Deed of Charge (Shares and Securities) dated as of
November 10, 1998, among J.P. Morgan Chase Bank, a collateral trustee, the
Borrower, and certain of its Subsidiaries, Farmland Industries, Inc. and certain
of its Subsidiaries, and FMCL.

Section 7.10.     Borrowings
and Guaranties. The Borrower will not, and will not permit any Subsidiary
to, issue, incur, assume, create or have outstanding any Debt, nor be or remain
liable, whether as endorser, surety, guarantor or otherwise, for or in respect
of any Debt of any other Person, other than:

(a)     indebtedness
of the Borrower and its subsidiaries arising under or pursuant to this Agreement
or the other Loan Documents;

(b)     indebtedness
of the Borrower or the Borrower's Subsidiaries relating to industrial revenue
bonds issued for their account, and any indebtedness issued or incurred to
refinance such indebtedness, provided that the aggregate principal amount
of all such indebtedness shall not exceed $14,500,000 at any time;

(c)     the
liability of the Borrower and its Subsidiaries arising out of the endorsement
for deposit or collection of commercial paper received in the ordinary course of
business;

(d)     indebtedness
of the Borrower and its Subsidiaries existing on the date hereof and disclosed
to the Banks in the financial statements referred to in Section 5.2 hereof,
and any indebtedness issued or incurred to refinance any of the foregoing
permitted indebtedness, providedthat the principal amount of such
refinancing indebtedness does not exceed the principal amount of the
indebtedness being refinanced;

(e)     the
liability of the Borrower with respect to the Farmland MissChem Project
Contingent Obligations disclosed on Exhibit J hereto;

(f)     indebtedness
of the Borrower evidenced by the Senior Notes;

(g)     indebtedness
for borrowed money or Capitalized Lease Obligations of the Borrower and its
Subsidiaries not otherwise permitted by this Section 7.10; providedthat the aggregate principal amount of all such indebtedness of the
Borrower's Subsidiaries permitted hereby shall not exceed $5,000,000 at any
time;

(h)     the
indebtedness of any Subsidiary to the Borrower or any other Subsidiary; and

(i)     indebtedness
of the Borrower to Amsouth Bank in an aggregate principal amount not to exceed
$5,000,000 outstanding at any time.

Section 7.11.     Investments,
Loans, Advances and Acquisitions. The Borrower will not, and will not permit
any Subsidiary to, make or retain any investment (whether through the purchase
of stock, obligations or otherwise) in or make any loan or advance to, any other
Person, or acquire substantially as an entirety the Property or business of any
other Person, other than:

(a)     investments
in direct obligations of the United States of America or of any agency or
instrumentality thereof whose obligations constitute full faith and credit
obligations of the United States of America, provided that any such
obligations shall mature within one year of the date of issuance thereof;

(b)     investments
in commercial paper rated either P-1 by Moody's Investors Services, Inc. or A-1
by Standard & Poor's Corporation maturing within 270 days of the date
of issuance thereof;

(c)     investments
in certificates of deposit issued by any United States commercial bank or a
branch located in the United States of a foreign commercial bank in each case
having capital and surplus of not less than $500,000,000 which have a maturity
of one year or less;

(d)     investments
in repurchase obligations with a term of not more than thirty (30) days for
underlying securities of the types described in subsection (a) above
entered into with any bank meeting the qualifications specified in
subsection (c) above, providedall such agreements require physical
delivery of the securities securing such repurchase agreement, except those
delivered through the Federal Reserve Book Entry System;

(e)     investments
in money market funds that invest solely, and which are restricted by their
respective charters to invest solely, in investments of the type described in
the immediately preceding subsections (a), (b), (c) and (d) above;

(f)     marketable
general obligations of a state, a territory or a possession of the United
States, or any political subdivision of any of the foregoing, or the District of
Columbia, unconditionally secured by the full faith and credit of such state,
territory, possession, political subdivision or district provided that such
state, territory, possession, political subdivision or district has general
taxing authority and the power to levy such taxes as may be required for the
payment of principal and interest thereof; provided that such obligations
are rated in either of the two top rating categories established by the national
rating agencies for such obligations;

(g)     marketable
corporate debt securities having an A credit rating or better by Standard &
Poor's Corporation or Moody's Investors Service;

(h)     investments
shown on the financial statements referred to in Section 5.2;

(i)     investments
by the Borrower or any Subsidiary in, and loans and advances from the Borrower
or any Subsidiary to, any Subsidiary;

(j)     investments
in or loans to Farmland MissChem Ltd. in connection with the Farmland MissChem
Project in an aggregate amount not exceeding $100,000,000 at any one time
outstanding;

(k)     loans
and advances to employees in the ordinary course of business, provided
the aggregate principal amount of all such loans and advances made by the
Borrower's Subsidiaries shall not exceed $500,000 at any time; and

(l)     additional
investments made subsequent to the Effective Date in an aggregate amount not
exceeding $2,500,000.

Section 7.12.     Sale
of Property. The Borrower will not and will not permit any Subsidiary to,
sell, lease, assign, transfer or otherwise dispose of (whether in one
transaction or in a series of related transactions) all or any part of its
Property to any other Person duringeach fiscal year of the Borrower;
provided, however, that the Borrower and its Subsidiaries may make:

(a)     sales
of its Inventory in the ordinary course of business;

(b)     sales
or leases of its machinery and equipment that is obsolete, unusable or not
needed for the Borrower's or such Subsidiary's operations in the ordinary course
of its business;

(c)     sales
of precious metals used as catalysts sold and replaced with similar precious
metals in the ordinary course of business; and

(d)     sales
for cash of Non-Principal Properties (other than spare parts) producing Net Cash
Proceeds of not more than $20,000,000.

Section 7.13.     Notice
of Suit or Adverse Change in Business or Default. The Borrower shall, as
soon as possible, and in any event within five (5) days after the Borrower
learns of the following, give written notice to the Banks of (a) any
material proceeding(s) being instituted or threatened to be instituted by or
against the Borrower or any Subsidiary in any federal, state, local or foreign
court or before any commission or other regulatory body (federal, state, local
or foreign), (b) any material adverse change in the business, Property or
condition, financial or otherwise of the Borrower and (c) the occurrence of
any Potential Default or Event of Default.

Section 7.14.     ERISA.
The Borrower will, and will cause each Subsidiary to, promptly pay and discharge
all obligations and liabilities arising under ERISA of a character which if
unpaid or unperformed is likely to result in the imposition of a lien against
any of its Property and will promptly notify the Administrative Agent of
(a) the occurrence of any reportable event (as defined in ERISA) which
might result in the termination by the PBGC of any Plan, (b) receipt of any
notice from PBGC of its intention to seek termination of any such Plan or
appointment of a trustee therefor, and (c) its intention to terminate or
withdraw from any Plan. The Borrower will not, and will not permit any
Subsidiary to, terminate any such Plan or withdraw therefrom unless it shall be
in compliance with all of the terms and conditions of this Agreement after
giving effect to any liability to PBGC resulting from such termination or
withdrawal.

Section 7.15.     Use
of Proceeds. The Borrower shall use the proceeds of the Loans made hereunder
and of all L/C's issued hereby for capital expenditures, providing for ongoing
working capital needs and for other corporate purposes permitted by this
Agreement.

Section 7.16.     Compliance
with Laws, etc. The Borrower will, and will cause each of its Subsidiaries
to, comply in all material respects with all applicable laws, rules, regulations
and orders, including Environmental Laws, such compliance to include (without
limitation) the maintenance and preservation of its corporate or partnership
existence and qualification as a foreign corporation or partnership.

Section 7.17.     Sale
and Leaseback Transactions.Neither the Borrower nor any of its Subsidiaries
shall, directly or indirectly, enter into any arrangement with any Person
providing for the Borrower or a Subsidiary to lease or rent Property that the
Borrower or a Subsidiary has or will sell or otherwise transfer to such
Person.

Section 7.18.     Fiscal
Quarters. The Borrower shall not change its fiscal quarters.

Section 7.19.     New
Subsidiaries. Neither the Borrower nor any Subsidiary shall, directly or
indirectly, organize or acquire any Subsidiary not listed on
Exhibit G attached hereto.

Section 7.20.     Minimum
EBITDA. The Borrower will, as of the last day of each fiscal quarter of the
Borrower commencing with the fiscal quarter ending September 30, 2002, have
EBITDA in an amount not less than (a) $0.01 for the fiscal quarter ending
September 30, 2002, (b) $2,000,000 for the two fiscal quarters ending
December 31, 2002, (c) $10,000,000 for the three fiscal quarters
ending March 31, 2003, and (d) $26,000,000 for the fiscal year ending
June 30, 2003.

Section 7.21.     Capital
Expenditures.The Borrower shall not, nor shall it permit any
Subsidiary to, expend or become obligated for Capital Expenditures (inclusive of
such expenditures on the U.S. government nitrogen tetroxide project but
excluding reimbursement from the U.S. government for such expenditures and
exclusive of Capital Expenditures made with the proceeds of insurance) in an
aggregate amount for the Borrower and its Subsidiaries in excess of (a) during
the Borrower's fiscal year ending June 30, 2003, $23,500,000 and (b) during any
period of twelve (12) consecutive months ending on the last day of any month
(commencing July 31, 2003), $23,500,000.

Section 7.22.     Operating
Leases. The Borrower will not, and will not permit any Subsidiary to, enter
into any rental agreement or lease as lessee of real or personal property, which
is not a Capitalized Lease if the aggregate of Rentals payable in any fiscal
year under all such rental agreements or leases would exceed $4,500,000.

Section 7.23.     No
Restrictions on Subsidiaries. The Borrower shall not and shall not permit
any of its Subsidiaries directly or indirectly to create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of any Subsidiary (or the Borrower, in the case of
subsection (e) of this Section) to: (a) pay dividends or make any other
distribution on any of such Subsidiary's capital stock or other equity interests
owned by the Borrower or any Subsidiary of the Borrower; (b) pay any
indebtedness owed to the Borrower or any other Subsidiary; (c) make loans
or advances to the Borrower or any other Subsidiary; (d) transfer any of
its Property or assets to the Borrower or any other Subsidiary; or (e) merge or
consolidate with or into the Borrower or any other Subsidiary of the Borrower;
provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by this Agreement, (ii) the foregoing shall
not apply to restrictions and conditions existing on the date hereof identified
on Schedule 7.23 (but shall apply to any extension or renewal of, or any
amendment or modification which extension, renewal, amendment or modification
expands the scope of, any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, providedsuch restrictions and conditions apply only to the Subsidiary that is to be
sold and such sale is permitted hereunder, and (iv) clause (d) of the
foregoing shall not apply to customary provisions in leases and other contracts
restricting the assignment thereof.

Section 7.24.     Collateral
Proceeds. The Borrower agrees to make, and to cause each of its Subsidiaries
to make, such arrangements as shall be necessary or appropriate to assure
(through the use of one or more lockboxes under the sole control of the
Administrative Agent) that all proceeds of the A Collateral are deposited
(in the same form as received) in one or more remittance accounts at least one
of which is maintained with the Administrative Agent but the others of which may
be maintained with any commercial bank acceptable to the Administrative Agent if
and so long as it remains under the control of the Administrative Agent, each
such account to constitute a special restricted account (each such special
restricted account with a commercial bank other than the Administrative Agent to
be referred to hereinafter as a "Blocked Account" and the special
restricted account maintained with the Administrative Agent to be referred to
herein as the "Concentration Account"). Each commercial bank at which a
Blocked Account is maintained must provide its written acknowledgement and
agreement in form and substance reasonably satisfactory to the Administrative
Agent that funds deposited in such Blocked Account represent proceeds of the
A Collateral, that such commercial bank agrees to hold such funds as the
Administrative Agent's bailee subject to the Administrative Agent's direction
and control and that such commercial bank agrees to wire transfer or ACH
transfer to the Concentration Account on a daily basis all amounts on deposit in
the Blocked Account as and when such commercial bank deems such amounts to
constitute collected funds in accordance with its customary practices regarding
funds availability. Any proceeds of A Collateral received by the Borrower
or any of its Subsidiaries shall be held by the Borrower or such Subsidiary in
trust for the Administrative Agent and the Banks in the same form in which
received, shall not be commingled with any assets of the Borrower or its
Subsidiaries, and shall be delivered immediately to the Administrative Agent
(together with any necessary endorsements thereto) for deposit into the
Concentration Account. The Borrower, for itself and its Subsidiaries,
acknowledges that the Administrative Agent has (and is hereby granted to the
extent it does not already have) a lien and security interest on the Blocked
Accounts and Concentration Account and all funds contained therein for the
ratable benefit of the Banks to secure the Obligations of the Borrower and its
Subsidiaries specified in the A Security Documents. No amounts deposited in
the Blocked Accounts or Concentration Account shall be released to the Borrower
or any Subsidiary, but shall instead be applied to, or otherwise held as
collateral security for, the outstanding Obligations of the Borrower and its
Subsidiaries specified in the A Security Documents as set forth in
Section 3 hereof, it being understood and agreed that the Borrower
notwithstanding such application shall have the right to obtain additional Loans
and L/Cs under this Agreement subject to the terms and conditions hereof.

Section 7.25.     Maintenance
of Subsidiaries. The Borrower shall not assign, sell or transfer, nor shall
it permit any Subsidiary to issue, assign, sell or transfer, any shares of
capital stock or other equity interests of a Subsidiary; provided,
however, that the foregoing shall not operate to prevent (a) Liens on
the capital stock or other equity interests of Subsidiaries granted to the
Administrative Agent pursuant to the Security Documents, (b) the issuance,
sale, and transfer to any person of any shares of capital stock of a Subsidiary
solely for the purpose of qualifying, and to the extent legally necessary to
qualify, such person as a director of such Subsidiary, and (c) any
transaction permitted by Section 7.6 above.

Section
7.26.     Marketing of Trinidad Interest. The
Borrower shall actively and continuously market its interest in FMCL and shall,
on or before December 5, 2002, engage UBS Warburg, Credit Suisse First
Boston or another investment banker or other independent professional reasonably
acceptable to the Administrative Agent and the Required Banks to actively and
continuously act on the Borrower's behalf in this regard.

Section
7.27.     Post-Closing Matters. No later than
December 15, 2002, (a) the Borrower shall deliver to the Administrative
Agent Phase I environmental assessments for any of the properties subject to the
Mortgages which were not available on the Effective Date, and (b) the
Administrative Agent shall perform a field audit of the Collateral.

SECTION 8.     EVENTS OF DEFAULT AND
REMEDIES.

Section 8.1.     Definitions.
Any one or more of the following shall constitute an Event of Default:

(a)     Default
in the payment when due of (i) any principal of any Loan or any Reimbursement
Obligation (ii) any interest on any Loan or any Reimbursement Obligation
which continues unremedied for 5 Business Days, whether at the stated maturity
thereof or at any other time provided in this Agreement, or default in the
payment when due of any fee or other amount payable by the Borrower pursuant to
this Agreement, which continues unremedied for 5 Business Days;

(b)     Default
in the observance or performance of any covenant set forth in Sections 7.3,
7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.15, 7.16, 7.18, 7.19,
7.20, 7.21, 7.22, 7.23, 7.24 or 7.25 hereof or any provisions of any Security
Documents requiring the maintenance of insurance on the Collateral subject
thereto as dealing with the use or remittance of proceeds of Collateral;

(c)     Default
in the observance or performance of any other covenant, condition, agreement or
provision hereof or any of the other Loan Documents and such default shall
continue for 30 days after written notice thereof to the Borrower by any
Bank;

(d)     Default
shall occur under any evidence of Debt in a principal amount exceeding
$10,000,000 issued or assumed or guaranteed by the Borrower or any Subsidiary,
or under any mortgage, agreement or other similar instrument under which the
same may be issued or secured and such default shall continue for a period of
time sufficient to permit the acceleration of maturity of any indebtedness
evidenced thereby or outstanding or secured thereunder;

(e)     Any
representation or warranty made by the Borrower herein or in any Loan Document
or in any statement or certificate furnished by it pursuant hereto or thereto,
proves untrue in any material respect as of the date made or deemed made
pursuant to the terms hereof;

(f)     Any
judgment or judgments, writ or writs, or warrant or warrants of attachment, or
any similar process or processes in an aggregate amount in excess of $10,000,000
shall be entered or filed against the Borrower or any Subsidiary or against any
of their respective Property or assets and remain unstayed and undischarged for
a period of 30 days from the date of its entry;

(g)     Any
reportable event (as defined in ERISA) which constitutes grounds for the
termination of any Plan or for the appointment by the appropriate United States
District Court of a trustee to administer or liquidate any such Plan, shall have
occurred and be continuing thirty (30) days after written notice to such effect
shall have been given to the Borrower by any Bank; or any such Plan shall be
terminated; or a trustee shall be appointed by the appropriate United States
District Court to administer any such Plan; or the Pension Benefit Guaranty
Corporation shall institute proceedings to administer or terminate any such
Plan;

(h)     The
Borrower or any Subsidiary shall (i) have entered involuntarily against it
an order for relief under the Bankruptcy Code of 1978, as amended,
(ii) admit in writing its inability to pay, or not pay, its debts generally
as they become due, (iii) make an assignment for the benefit of creditors,
(iv) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, conservator, liquidator or similar official for it
or any substantial part of its property, (v) file a petition seeking relief
or institute any proceeding seeking to have entered against it an order for
relief under the Bankruptcy Code of 1978, as amended, to adjudicate it
insolvent, or seeking dissolution, winding up, liquidation, reorganization,
arrangement, marshaling of assets, adjustment or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, or (vi) fail to
contest in good faith any appointment or proceeding described in
Section 8.1(i) hereof;

(i)     A
custodian, receiver, trustee, conservator, liquidator or similar official shall
be appointed for the Borrower or any Subsidiary of the Borrower or any
substantial part of its respective Property, or a proceeding described in
Section 8.1(i)(v) shall be instituted against the Borrower or any
Subsidiary of the Borrower and such appointment continues undischarged or any
such proceeding continues undismissed or unstayed for a period of 90 days;

(j)     a
Change of Control shall occur; or

(k)     Any
Guarantor shall disavow, repudiate, breach or purport to terminate any of its
obligations under the Guaranty to which it is a party or any part thereof, or
the Guaranty or any part thereof shall not be valid and binding for any reason
upon any Guarantor, or any of the events described in subsections (h) and (i) of
this Section 8.1 shall occur with respect to any Guarantor or its Property;
or

(l)     The
Borrower or any Subsidiary shall disavow, repudiate, breach or purport to
terminate any of its obligations under any of the Security Documents to which it
is a party or any part thereof, or any lien or security interest granted or
created pursuant to any Security Document or any provision thereof shall not be
valid and enforceable for any reason (other than any action or inaction by the
Administrative Agent or any Bank or to assert and enforce Section 3.6(f)
hereof) upon any party thereto.

Section 8.2.     Remedies
for Non-Bankruptcy Defaults. When any Event of Default, other than an Event
of Default described in subsections (h) and (i) of Section 8.1 hereof,
has occurred and is continuing, the Administrative Agent, if directed by the
Required Banks, shall give written notice to the Borrower and take any or all of
the following actions: (a) terminate the remaining Revolving Credit
Commitments hereunder on the date (which may be the date thereof) stated in such
notice, (b) declare the principal of and the accrued interest on the Loans
of any Class and Reimbursement Obligations to be forthwith due and payable and
thereupon such Loans and Reimbursement Obligations including both principal and
interest, shall be and become immediately due and payable without further
demand, presentment, protest or notice of any kind, and (c) take any action
or exercise any remedy under any of the Loan Documents or exercise any other
action, right, power or remedy permitted by law. Any Bank may exercise the right
of set off with regard to any deposit accounts or other accounts or investments
maintained by the Borrower with any of the Banks.

Section 8.3.     Remedies
for Bankruptcy Defaults. When any Event of Default described in
subsections (h) or (i) of Section 8.1 hereof has occurred and is
continuing, then the Loans of both Classes and Reimbursement Obligations shall
immediately become due and payable without presentment, demand, protest or
notice of any kind, and the obligation of the Banks to extend further credit
pursuant to any of the terms hereof shall immediately terminate.

Section 8.4.     L/Cs.
Promptly following the acceleration of the maturity of the Notes pursuant to
Section 8.2 or 8.3 hereof, the Borrower shall immediately pay to the
Administrative Agent for the benefit of the Banks the full aggregate amount of
all outstanding L/Cs issued for the Borrower's account hereunder. The
Administrative Agent shall hold all such funds and proceeds thereof as
additional collateral security for the obligations of the Borrower to the Banks
under the Loan Documents. The amount paid under any of the L/Cs for which the
Borrower has not reimbursed the Banks shall bear interest from the date of such
payment at the default rate of interest specified in Section 1.3(b)
hereof.

SECTION 9.     THE AGENT.

Section 9.1.     Appointment
and Powers. Harris is hereby appointed by the Banks as Administrative Agent
under the Loan Documents and each of the Banks hereby irrevocably authorizes the
Administrative Agent to act as the Administrative Agent of such Bank. The
Administrative Agent agrees to act as such upon the express conditions contained
in the Loan Documents.

Section 9.2.     Powers.
The Administrative Agents shall have and may exercise such powers hereunder as
are specifically delegated to the Agents by the terms of the Loan Documents,
together with such powers as are incidental thereto. The Administrative Agent
shall have no implied duties to the Banks nor any obligation to the Banks to
take any action under the Loan Documents except any action specifically provided
by the Loan Documents to be taken by the Administrative Agent.

Section 9.3.     General
Immunity. Neither the Administrative Agent nor any of Administrative Agent's
directors, officers, agents or employees shall be liable to the Banks or any
Bank for any action taken or omitted to be taken by it or them under the Loan
Documents or in connection therewith except for its or their own gross
negligence or willful misconduct.

Section 9.4.     No
Responsibility for Loans, Recitals, etc. The Administrative Agent shall not
(a) be responsible to the Banks for any recitals, reports, statements,
warranties or representations contained in the Loan Documents or furnished
pursuant thereto, (b) be responsible for any Loans by any other Bank
hereunder, or (c) be bound to ascertain or inquire as to the performance or
observance of any of the terms of the Loan Documents. In addition, neither the
Administrative Agent nor the Administrative Agent's counsel shall be responsible
to the Banks for the enforceability or validity of any of the Loan
Documents.

Section 9.5.     Right
to Indemnity. The Banks hereby indemnify the Administrative Agent for any
actions taken in accordance with this Section 10, and the Administrative
Agent shall be fully justified in failing or refusing to take any action
hereunder unless it shall first be indemnified to its satisfaction by the Banks
pro rata against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action, other than any
liability which may arise out of the Administrative Agent's gross negligence or
willful misconduct.

Section 9.6.     Action
Upon Instructions of Banks. The Administrative Agent agrees, upon the
written request of the Required Banks, to take any action of the type specified
in the Loan Documents as being within the Administrative Agent's rights, duties,
powers or discretion. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder in accordance with
written instructions signed by the Required Banks (or all of the Banks, as
applicable), and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Banks and on all holders of the
Notes. In the absence of a request by the Required Banks, the Administrative
Agent shall have authority, in its sole discretion, to take or not to take any
action, unless the Loan Documents specifically require the consent of the
Required Banks or all of the Banks.

Section 9.7.     Employment
of Agents and Counsel. The Administrative Agent may execute any of its
duties as Administrative Agent hereunder by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Banks, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it in good faith
and with reasonable care. The Administrative Agent shall be entitled to advice
and opinion of legal counsel concerning all matters pertaining to the duties of
the agencies hereby created.

Section 9.8.     Reliance
on Documents; Counsel. The Administrative Agent shall be entitled to rely
upon any note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper Person or Persons, and, in respect to
legal matters, upon the opinion of legal counsel selected by the Administrative
Agent.

Section 9.9.     May
Treat Payee as Owner. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment or transfer thereof shall have been filed with
such agent. Any request, authority or consent of any Person who at the time of
making such request or giving such authority or consent is the holder of any
such Note shall be conclusive and binding on any subsequent holder, transferee
or assignee of such Note or of any Note issued in exchange therefor.

Section 9.10.     Agents
Reimbursement. Each Bank agrees to reimburse the Administrative Agent pro
rata in accordance with its Commitment Percentage for any reasonable
out-of-pocket expenses (including fees and charges for inspections) not
reimbursed by the Borrower (a) for which the Administrative Agent is
entitled to reimbursement by the Borrower under the Loan Documents and
(b) for any other reasonable expenses incurred by the Administrative Agent
on behalf of the Banks, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents.

Section 9.11.     Rights
as a Bank. With respect to its commitment, Loans made by it, L/Cs issued by
it, and the Notes issued to it, the Administrative Agent shall have the same
rights and powers hereunder as any Bank and may exercise the same as though it
were not the Administrative Agent, and the term "Bank" or "Banks"
shall, unless the context otherwise indicates, include the Administrative Agent
in its individual capacity to the extent, if any, of its Revolving Credit
Commitment. The Administrative Agent may accept deposits from, lend money to,
and generally engage in any kind of banking or trust business with the Borrower
as if it were not the Administrative Agent.

Section 9.12.     Bank
Credit Decision. Each Bank acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Bank and based on
the financial statements referred to in Section 5.2 and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into the Loan Documents. Each Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents.

Section 9.13.     Resignation
of Agent. Subject to the appointment of a successor Agent, the
Administrative Agent may resign as the Administrative Agent for the Banks under
this Agreement and the other Loan Documents at any time by thirty days' notice
in writing to the Banks. Such resignation shall take effect upon appointment of
such successor. The Required Banks shall have the right to appoint a successor
Administrative Agent, subject to the prior consent of the Borrower (which
consent shall not be unreasonably withheld or delayed), who shall be entitled to
all of the rights of, and vested with the same powers as, the original
Administrative Agent under the Loan Documents. In the event a successor
Administrative Agent shall not have been appointed within the sixty day period
following the giving of notice by the Administrative Agent, the Administrative
Agent may appoint its own successor. Resignation by the Administrative Agent
shall not affect or impair the rights of the Administrative Agent under
Sections 9.5 and 10.10 hereof with respect to all matters preceding such
resignation. Any successor Administrative Agent must be either a Bank or a
national banking association or a bank chartered in any State of the United
States, in each case having capital and surplus of not less than
$500,000,000.

Section 9.14.     Duration
of Agency. The agency established by Section 9.1 hereof shall continue,
and Sections 9.1 through and including this Section 9.14 shall remain
in full force and effect, until the Notes and all other amounts due hereunder
and thereunder shall have been paid in full and the Banks' commitments to extend
credit to or for the benefit of the Borrower shall have terminated or
expired.

Section 9.15.     Authorization
to Release Liens and Limit Amount of Certain Claims. The Administrative
Agent is hereby irrevocably authorized by each of the Banks to release any Lien
covering any Property of the Borrower or any Subsidiaries that is the subject of
a Disposition which is permitted by this Agreement or which has been consented
to in accordance with Section 10.1 of this Agreement. The Administrative Agent
is further irrevocably authorized by each of the Banks to reduce or limit the
amount of the Obligations secured by any particular item of Collateral to an
amount not less than the estimated value thereof to the extent necessary to
reduce mortgage registry, filing and similar taxes.

Section 9.16.     Authorization
to Execute Amendments. The Administrative Agent may execute and deliver on
behalf of the Bank amendments to the Security Agreement, Pledge Agreement and
Aircraft Security Agreement in the forms attached as Exhibits K, L and M,
respectively, and such amendments to the Mortgages as the Administrative Agent
may deem appropriate to reflect this Agreement.

SECTION 10.     MISCELLANEOUS.

Section 10.1.     Amendments
and Waivers. Any term, covenant, agreement or condition of this Agreement
and the other Loan Documents may be amended only by a written amendment executed
by the Borrower, the Required Banks and, if the rights or duties of the
Administrative Agent are materially affected thereby, the Administrative Agent,
or compliance therewith only may be waived (either generally or in a particular
instance and either retroactively or prospectively), if the Borrower shall have
obtained the consent in writing of the Required Banks and, if the rights or
duties of the Administrative Agent are materially affected thereby, the
Administrative Agent, provided, however, that without the consent in
writing of the holders of all outstanding Notes and unpaid Reimbursement
Obligations, or all Banks if no Notes or Obligations are outstanding, no such
amendment or waiver shall (a) change the amount or postpone the date of
payment of any scheduled payment or required prepayment of principal of the
Notes or Reimbursement Obligations or extend the term of any L/C at a time that
the Borrower would not be able to obtain a Loan or L/C hereunder or reduce the
rate or extend the time of payment of interest on the Notes or Reimbursement
Obligations, or reduce the amount of principal thereof, or modify any of the
provisions of the Notes with respect to the payment or prepayment thereof,
(b) give to any Note or Reimbursement Obligations any preference over any
other Notes or Reimbursement Obligations, (c) amend the definition of
Required Banks, (d) alter, modify or amend the provisions of this
Section 10.1, (e) change the amount or term of any of the Banks'
Revolving Credit Commitments or the fees required under Section 3.2 or the
L/C Participation Fee required under Section 1.4(a) hereof, (f) alter,
modify or amend any Bank's right hereunder to consent to any action, make any
request or give any notice, (g) release any Guarantor from its obligations
under the Guaranty to which it is a party except in connection with the
Disposition of such Guarantor in a Disposition permitted by this Agreement or
approved by the Required Banks, or (h) release all or substantially all of
the Collateral (provided that no Bank's consent shall be required in connection
with the release of the Administrative Agent's Liens on any Collateral sold in a
Disposition permitted by this Agreement or approved by the Required Banks). Any
such amendment or waiver shall apply equally to all Banks and the holders of the
Notes and Reimbursement Obligations and shall be binding upon them, upon each
future holder of any Note and Reimbursement Obligation and upon the Borrower,
whether or not such Note shall have been marked to indicate such amendment or
waiver. No such amendment or waiver shall extend to or affect any obligation not
expressly amended or waived.

Section 10.2.     Waiver
of Rights. No delay or failure on the part of the Administrative Agent or
any Bank or on the part of the holder or holders of any Note or Reimbursement
Obligation in the exercise of any power or right shall operate as a waiver
thereof, nor as an acquiescence in any Potential Default or Event of Default,
nor shall any single or partial exercise of any power or right preclude any
other or further exercise thereof, or the exercise of any other power or right,
and the rights and remedies hereunder of the Administrative Agent, the Banks and
of the holder or holders of any Notes are cumulative to, and not exclusive of,
any rights or remedies which any of them would otherwise have.

Section 10.3.     Several
Obligations. The commitments of each of the Banks hereunder shall be the
several obligations of each Bank and the failure on the part of any one or more
of the Banks to perform hereunder shall not affect the obligation of the other
Banks hereunder, provided that nothing herein contained shall relieve any
Bank from any liability for its failure to so perform. In the event that any one
or more of the Banks shall fail to perform its commitment hereunder, all
payments thereafter received by the Administrative Agent on the principal of
Loans and Reimbursement Obligations hereunder, shall be distributed by the
Administrative Agent to the Banks making such additional Loans ratably as among
them in accordance with the principal amount of additional Loans made by them
until such additional Loans shall have been fully paid and satisfied. All
payments on account of interest shall be applied as among all the Banks ratably
in accordance with the amount of interest owing to each of the Banks as of the
date of the receipt of such interest payment.

Section 10.4.     Non-Business
Day. If any payment of principal or interest on any Loan shall fall due on a
day which is not a Business Day, interest at the rate such Loan bears for the
period prior to maturity shall continue to accrue on such principal from the
stated due date thereof to and including the next succeeding Business Day on
which the same is payable.

Section 10.5.     Documentary
Taxes. The Borrower agrees to pay any documentary or similar taxes with
respect to the Loan Documents, including interest and penalties, in the event
any such taxes are assessed irrespective of when such assessment is made and
whether or not any credit is then in use or available hereunder.

Section 10.6.     Representations.
All representations and warranties made herein or in certificates given pursuant
hereto shall survive the execution and delivery of this Agreement and of the
Notes, and shall continue in full force and effect with respect to the date as
of which they were made and as reaffirmed on the date of each borrowing, request
for L/C and as long as any credit is in use or available hereunder.

Section 10.7.     Notices.
Unless otherwise expressly provided herein, all communications provided for
herein shall be in writing or by telecopy and shall be deemed to have been given
or made when served personally, when an answer back is received in the case of
notice by telecopy or 3 Business Days after the date when deposited in the
United States mail addressed if to the Borrower to P.O. Box 388, Yazoo City,
Mississippi,  39194, Attention: Corporate Secretary; if to the
Administrative Agent or Harris at 111 West Monroe Street, Chicago, Illinois
60690, Attention: Agribusiness Group; and if to any of the Banks, at the address
for each Bank set forth under its signature hereon; or at such other address as
shall be designated by any party hereto in a written notice to each other party
pursuant to this Section 10.7.

Section 10.8.     Costs
and Expenses; Indemnity. (a) The Borrower agrees to pay on demand and
upon receipt of supporting statements, all reasonable costs and expenses of the
Administrative Agent, in connection with the negotiation, preparation, execution
and delivery of this Agreement, the Notes and the other instruments and
documents to be delivered hereunder or in connection with the transactions
contemplated hereby, including the reasonable fees and expenses of
Messrs. Chapman and Cutler, special counsel to the Administrative Agent
(such fees and expenses of such special counsel shall not exceed the amount
previously agreed to by the Borrower and the Administrative Agent); all
reasonable costs and expenses of the Administrative Agent, the Banks and any
other holder of any Note or any Reimbursement Obligation (including reasonable
attorneys' fees) incurred while any Potential Default or Event of Default shall
have occurred and be continuing, all reasonable costs and expenses incurred by
the Administrative Agent in connection with any consents or waivers hereunder or
amendments hereto, and all reasonable costs and expenses (including reasonable
attorneys' fees), if any, incurred by the Administrative Agent, the Banks or any
other holders of a Note or any Reimbursement Obligation in connection with the
enforcement of this Agreement, the Notes, the other Loan Documents and the other
instruments and documents to be delivered hereunder. The Borrower agrees to
indemnify and save harmless the Banks and the Administrative Agent from any and
all liabilities, losses, reasonable costs and expenses incurred by the Banks or
the Administrative Agent in connection with any action, suit or proceeding
brought against the Administrative Agent or any Bank by any Person which arises
out of the transactions contemplated or financed hereby or by the Notes, or out
of any action or inaction by the Administrative Agent or any Bank hereunder or
thereunder, except for such thereof as is caused by the gross negligence or
willful misconduct of the party indemnified.

(b)     Without
limiting the generality of the foregoing, the Borrower unconditionally agrees to
forever indemnify, defend and hold harmless, the Agent and each Bank, and
covenant not to sue for any claim for contribution against, the Agent or any
Bank for any damages, reasonable costs, loss or reasonable expense, including
without limitation, response, remedial or removal costs, arising out of any of
the following: (i) any presence, release, threatened release or disposal of
any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary
or otherwise occurring on or with respect to its Property, (ii) the
operation or violation of any Environmental Law, whether federal, state, or
local, and any regulations promulgated thereunder, by the Borrower or any
Subsidiary or otherwise occurring on or with respect to its Property,
(iii) any claim for personal injury or property damage in connection with
the Borrower or any Subsidiary or otherwise occurring on or with respect to its
Property, and (iv) the inaccuracy or breach of any environmental
representation, warranty or covenant by the Borrower made herein or in any loan
agreement, promissory note, mortgage, deed of trust, security agreement or any
other instrument or document evidencing or securing any indebtedness,
obligations or liabilities of the Borrower owing to the Agent or any Bank or
setting forth terms and conditions applicable thereto or otherwise relating
thereto, except for damages arising from the Agent's or such Bank's willful
misconduct or gross negligence. This indemnification shall survive the payment
and satisfaction of all indebtedness, obligations and liabilities of the
Borrower owing to the Agent and the Banks and the termination of this Agreement,
and shall remain in force beyond the payment or satisfaction in full of any
single claim under this indemnification. This indemnification shall be binding
upon the successors and assigns of the Borrower and shall inure to the benefit
of Agent and the Banks and their respective directors, officers, employees,
agents, and collateral trustees, and their successors and assigns.

(c)     The
provisions of this Section 10.8 shall survive payment of the Notes and
Reimbursement Obligations and the termination of the Revolving Credit
Commitments hereunder.

Section 10.9.     Counterparts.
This Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and the same
instrument. One or more of the Banks may execute a separate counterpart of this
Agreement which has also been executed by the Borrower, and this Agreement shall
become effective as and when all of the Banks have executed this Agreement or a
counterpart thereof and lodged the same with the Administrative Agent.

Section 10.10.     Successors
and Assigns; Governing Law; Entire Agreement. This Agreement shall be
binding upon the Borrower, the Administrative Agent and the Banks and their
respective successors and assigns, and shall inure to the benefit of the
Borrower, the Administrative Agent and each of the Banks and the benefit of
their respective successors and assigns, including any subsequent holder of any
Note or Reimbursement Obligation. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF
THE PARTIES HERETO SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF ILLINOIS. This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and any
prior agreements, whether written or oral, with respect thereto are superseded
hereby. The Borrower may not assign any of its rights or obligations hereunder
without the written consent of the Banks.

Section 10.11.     No
Joint Venture. Nothing contained in this Agreement shall be deemed to create
a partnership or joint venture among the parties hereto.

Section 10.12.     Severability.
In the event that any term or provision hereof is determined to be unenforceable
or illegal, it shall be deemed severed herefrom to the extent of the illegality
and/or unenforceability and all other provisions hereof shall remain in full
force and effect.

Section 10.13.     Table
of Contents and Headings. The table of contents and section headings in this
Agreement are for reference only and shall not affect the construction of any
provision hereof.

Section 10.14.     Sharing
of Payments. Each Bank agrees with each other Bank that if such Bank shall
receive and retain any payment, whether by set-off or application of deposit
balances or otherwise ("Set-Off"), on any Loan, Reimbursement Obligation
or other amount outstanding under this Agreement or the other Loan Documents in
excess of its ratable share of payments on all Loans, Reimbursement Obligations
and other amounts then outstanding to the Banks, then such Bank shall purchase
for cash at face value, but without recourse (except for defects in title),
ratably from each of the other Banks such amount of the Loans held by each such
other Bank (or interest therein) as shall be necessary to cause such Bank to
share such excess payment ratably with all the other Banks; provided,
however, that if any such purchase is made by any Bank, and if such excess
payment or part thereof is thereafter recovered from such purchasing Bank, the
related purchases from the other Banks shall be rescinded ratably and the
purchase price restored as to the portion of such excess payment so recovered,
but without interest. Each Bank's ratable share of any such Set-Off shall be
determined by the proportion that the aggregate principal amount of Loans and
Reimbursement Obligations and other amounts then due and payable to such Bank
bears to the total aggregate principal amount of Loans and Reimbursement
Obligations and other amounts then due and payable to all the Banks. Nothing
contained in, permitted by or required under this Section 10.14 shall
permit a violation of Section 3.6(f).

Section 10.15.     Jurisdiction;
Venue; Waiver of Jury Trial. THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS AND OF ANY ILLINOIS COURT SITTING IN CHICAGO FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE BORROWER, THE ADMINISTRATIVE AGENT, AND THE BANKS HEREBY IRREVOCABLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Section 10.16.     Participants
and Note Assignees. Each Bank shall have the right at its own cost to grant
participations (to be evidenced by one or more agreements or certificates of
participation) in the Loans made, and/or Reimbursement Obligations,
participations in L/Cs and Revolving Credit Commitment held, by such Bank at any
time and from time to time, and to assign its rights under such Reimbursement
Obligations, participations, Loans or the Notes evidencing such Loans to one or
more other Persons; providedthat (i) no such participation or
assignment shall relieve any Bank of any of its obligations under this
Agreement, (ii) no such assignee or participant shall have any rights under
this Agreement except as provided in this Section 11.16, and (iii) the
Administrative Agent shall have no obligation or responsibility to such
participant or assignee, except that nothing herein is intended to
affect the rights of an assignee of a Note to enforce the Note assigned. Any
party to which such a participation or assignment has been granted shall have
the benefits of Section 1.9 and Section 9.3, but shall not be entitled
to receive any greater payment under either such Section than the Bank
granting such participation or assignment would have been entitled to receive in
connection with the rights transferred. Any agreement pursuant to which any Bank
may grant such a participating interest shall provide that such Bank shall
retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder, including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement;
provided that such participation agreement may provide that such Bank
will not agree to any modification, amendment or waiver of this Agreement that
would (A) increase any Revolving Credit Commitment of such Bank if such
increase would also increase the participant's obligations, (B) forgive any
amount of or postpone the date for payment of any principal of or interest on
any Loan or Reimbursement Obligation or of any fee payable hereunder in which
such participant has an interest or (C) reduce the stated rate at which
interest or fees in which such participant has an interest accrue hereunder.

Section 10.17.     Assignment
of Commitments by Banks. Each Bank shall have the right at any time, with
the written consent of the Administrative Agent (which consent will not be
unreasonably withheld) to assign all or any part of its Revolving Credit
Commitment to one or more other Persons; providedthat (i) each such
assignment shall be of a constant, and not a varying, percentage of all such
rights and obligations, (ii) unless both parties to the assignment are
Banks immediately prior to giving effect to the assignment, the amount of the
Revolving Credit Commitment of the assigning Bank being assigned pursuant to
each such assignment (determined as of the date of such assignment) shall not be
less than $5,000,000 (or if less, the entire amount of such Bank's Revolving
Credit Commitment, or $1,000,000 if such assignment is from one Bank to another)
and shall be an integral multiple of $1,000,000, (iii) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording, an assignment and acceptance, together with any Notes
subject to such assignment, and (iv)  the consent of the Administrative
Agent shall not be required for any Bank to assign all or part of its Revolving
Credit Commitment to any affiliate of the assigning Bank or to any Bank;
provided further, however, that each such assigning Bank, unless
assigning all of its Revolving Credit Commitment hereunder, maintains a minimum
Revolving Credit Commitment hereunder in an amount not less than $5,000,000.
Upon any such assignment (except any assignment made pursuant to
Sections 1.1(d) or 9.7(b) hereof), its notification to the Administrative
Agent and the payment of a $3,500 recordation fee to the Administrative Agent,
the assignee shall become a Bank hereunder, all Loans and the Revolving Credit
Commitment it thereby holds shall be governed by all the terms and conditions
hereof, and the Bank granting such assignment shall have its Revolving Credit
Commitment, and its obligations and rights in connection therewith, reduced by
the amount of such assignment and Section 1.1(b) hereof shall be
automatically amended, without further action, to reflect the addition of such
assignee as a Bank and the reduction of the Revolving Credit Commitment of the
assignor as described in such assignment.

Upon your acceptance hereof in
the manner hereinafter set forth, this Agreement shall be a contract between us
for the purposes hereinabove set forth.

Dated as of November 15,
2002.

MISSISSIPPI CHEMICAL CORPORATION

By  /s/ Timothy A.
Dawson      Senior Vice President & Chief
Financial Officer



Accepted and Agreed to as of the day and year last above
written.

HARRIS TRUST AND SAVINGS BANKindividually and as Administrative
AgentBy       /s/ Lawrence A.
Mizera    Its Vice President

Address:    111 West Monroe
Street                  Chicago,
Illinois 60690Attention:  Special Assets Division

CREDIT AGRICOLE INDOSUEZ

By       /s/ Gary
Kania    Its   Vice President

By       /s/ Joseph D.
Catarina     Its   Vice President

Address:    666 Third
Avenue                  New
York, New York 10017- 4011Attention:  Distressed Asset
Management

BNP PARIBAS

By       /s/ Tom H.
Ambrose    Its   Director

By       /s/ Timothy J.
Devane    Its    Vice President

Address:    209 S.
Lasalle                  Suite
500                  Chicago,
Illinois 60604

BANC OF AMERICA STRATEGIC SOLUTIONS, INC.

By       /s/ Charles A. Kerr    Its   Managing
Director

Address:    100 North Tryon
Street                  NC1-007-22-26                  
Charlotte, NC 28255-0001Attention:

THE BANK OF NOVA SCOTIA, ATLANTA   AGENCY

By      /s/ N.
Bell    Its   Senior Manager

Address:    The Bank of Nova
Scotia                  Suite
2700                  600
Peachtree St.,
N.E.                  Atlanta,
GA 30308Attention:

SUNTRUST BANK (formerly known as SunTrust   Bank,
Atlanta)

By         /s/ J.
Christopher Deisley    Its   Managing
Director

Address:    303 Peachtree
Street                  4th
Floor                  Atlanta,
GA 30308Attention:   Chris Deisley

WACHOVIA BANK, NATIONAL ASSOCIATION   (formerly known
as First Union National   Bank)

By       /s/ Matthew
Berk    Its Authorized Officer

Address:    301 South College
Street                 
5th
Floor                  Charlotte,
North Carolina 28288-0537Attention:  Melissa McDonald

ABN AMRO BANK N.V.

By       /s/ Steven C.
Wimpenny    Its   Group Senior Vice
President

By       /s/ Clifford S.
Blasberg    Its    Group Vice
President

Address:    680 Fifth
Avenue                  6th
Floor                  New
York, New York 10019Attention: Cliff Blasberg



MIZUHO CORPORATE BANK, LTD.(successor in   interest to The
Fuji Bank, Limited and The   Dai-Ichi Kangyo Bank, Ltd.)

By       /s/ T.
Monri    Its   DGM

Address:    1251 Avenue of the
Americas                   New
York, New York 10020Attention:

TRUSTMARK NATIONAL BANK

By       /s/ William H.
Edwards    Its    Vice President

Address:    248 East Capitol
Street                  Jackson,
Mississippi 39205Attention: William Edwards

AMSOUTH BANK

By       /s/J. D.
May    Its  Vice President

Address:    P.O. Box
2304         
        Jackson, Mississippi
39225-9936Attention:  J.D.
May

---

EXHIBIT A

MISSISSIPPI CHEMICAL CORPORATION

REVOLVING CREDIT NOTE

November ___,
2002

For Value Received, the
undersigned, Mississippi Chemical Corporation, a Mississippi corporation (the
"Borrower"), hereby promises to pay to the order of ________________ (the
"Bank") on the Termination Date (as defined in the Credit Agreement
hereinafter referred to), at the principal office of Harris Trust and Savings
Bank in Chicago, Illinois, the aggregate unpaid principal amount of all Loans
made by the Bank to the Borrower under the Credit Agreement hereinafter
mentioned and remaining unpaid on the Termination Date, together with interest
on the principal amount of each Loan from time to time outstanding hereunder at
the rates, and payable in the manner and on the dates specified in said Credit
Agreement.

The Bank shall record on its
books or records or on a schedule to this Note which is a part hereof the
principal amount of each Loan made to the Borrower under the Credit Agreement,
all payments of principal and interest thereon and the principal balances from
time to time outstanding; provided that prior to the transfer of this
Note all such amounts shall be recorded on the schedule attached to this Note.
The record thereof, whether shown on such books or records or on a schedule to
this Note, shall be prima facie evidence as to all such amounts;
provided, however, that the failure of the Bank to record any of the
foregoing shall not limit or otherwise affect the obligation of the Borrower to
repay all Loans made to it under the Credit Agreement, together with accrued
interest thereon.

This Note is one of the Revolving
Credit Notes referred to in and issued under that certain Amended and Restated
Credit Agreement dated as of November 15, 2002, among the Borrower, Harris
Trust and Savings Bank, as Administrative Agent, and the Banks named therein, as
amended from time to time (the "Credit Agreement"), and shall be subject
to the terms and conditions thereof. All defined terms used in this Note, except
terms otherwise defined herein, shall have the same meaning as such terms have
in said Credit Agreement.

Prepayments may be made, and are
sometimes required to be made, on any Loan evidenced hereby and this Note (and
the Loans evidenced hereby) may be declared due prior to the expressed maturity
thereof, all in the events, on the terms and in the manner as provided for in
said Credit Agreement.

The undersigned hereby
waives presentment for payment and demand.

THIS NOTE IS GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.

MISSISSIPPI CHEMICAL CORPORATION



By _________________________________     Its_______________________________



---

EXHIBITB

APPLICATION AND AGREEMENT FOR IRREVOCABLESTANDBY LETTER OF
CREDIT

Date
______________________________________

International Operations
Division                                                                                          SPL
______________________________________Harris Trust and Savings BankP.O.
Box 755111 West Monroe StreetChicago, Illinois 60690

Gentlemen:

We request you to open and transmit by cable/airmail your Irrevocable Letter
of Credit in favor of:

available by their drafts, drawn at sight on: Harris
Trust and Savings Bank, ornot exceeding a total of:accompanied by the
following document(s):

Drafts drawn under this Letter of Credit must
be drawn and presented together with accompanying documentation at your
principal office in Chicago, Illinois not later than:

In consideration of your issuing at our request your
Irrevocable Letter of Credit (hereinafter called "Credit) on the terms mentioned
above:

1. We hereby agree to pay you in immediately available and freely
  transferable funds the amount of each draft or acceptance drawn under, or
  purporting to be drawn under, the Credit, such payment to be made at the
  maturity of each respective draft or acceptance or, if 50 demanded by you, on
  demand in advance of any drawing or maturity.
2. Payment shall be made by us at your office in Chicago, Illinois in lawful
  money of the United States, provided that, if a draft or other request for
  payment under the Credit is drawn in a currency other than United States
  currency, we shall pay the equivalent In United States currency, at the rate
  of exchange then current in Chicago for cable transfers to the place of
  payment in the currency in which drawing was made, as determined by you and
  notified to us, or, if you so request of us at your option, we shall pay you
  the amount of such drawing in the currency in which the drawing was made in a
  place, form and manner acceptable to you.
3. We also agree to pay you, on demand, a commission at the rate of:of
  the Credit or such other rate as you and we may agree, and all charges and
  expenses legal and/or otherwise (including court costs and attorneys' fees),
  paid or incurred by you in connection therewith or in your endeavoring to
  collect any liability of us or any one or more of us hereunder, Including all
  costs and expenses arising out of any reserve requirements for, or any
  assessment of deposit insurance premiums on, the Credit and including all
  expenses, legal or otherwise (including without limitation court costs and
  attorneys' fees and expenses) paid or incurred by you or any of your
  correspondents in connection with endeavoring to collect any liability of ours
  hereunder or in connection with any other legal proceeding brought or
  threatened in connection with the Credit, including any attempt by us or
  anyone to enjoin payment under the Credit. In addition, if you shall determine
  that any existing or future law, rule or regulation regarding capital
  adequacy, or any change therein, or any change in the interpretation or
  administration thereof by any governmental authority, central bank or
  comparable agency charged with the interpretation or administration thereof,
  or compliance by you (or any of your branches) with any request or directive
  regarding capital adequacy (whether or not having the force of law) of any
  such authority, central bank or comparable agency, has or would have the
  effect of requiring you to maintain capital to support your obligations
  hereunder or under the Credit, then from time to time, within 15 days after
  demand by you, we shall pay to you such additional amount or amounts
  reasonably determined by you as will compensate you for such requirement.
4. Any amounts not paid when due hereunder shall bear interest (computed on
  the basis of a 360 day year and actual days elapsed) from the due date thereof
  until paid in full at a rate per annum determined by adding 2 1/2% to the rate
  from time to time announced by you as your prime commercial rate, with any
  change in such interest rate resulting from a change in such prime commercial
  rate to be and become effective as of and on the day of the relevant change in
  such prime commercial rate, payable on demand. You are hereby authorized to
  charge any depository or other account of ours or any of us maintained with
  you for the full amount of any drawing paid by you under the Credit and for
  payment of any other amount payable by us hereunder not paid to you on demand.
  If by charging such account you create an overdraft in one of our accounts, we
  shall pay interest to you on such overdrawn amount at the rate specified in
  our agreement with you establishing such account or, if no such rate is
  specified, at the rate of interest provided for in the first sentence of this
  paragraph.
5. We agree that in the event of any extension of the maturity or time for
  presentation of drafts, acceptances or documents, or any other modification of
  the terms of the Credit, at the request of any of us, with or without
  notification to the others, or in the event of any increase in the amount of
  the Credit at our request, this agreement shall be binding upon us with regard
  to the credit extended, increased or otherwise modified, to drafts, documents
  and property covered thereby, and to any action taken by you or any of your
  correspondents, in accordance with such extension, increase or other
  modification.
6. The users of the Credit shall be deemed our agents and we assume all risks
  of their acts, omissions, or misrepresentations. Neither you nor your
  correspondents snail be responsible for the validity, sufficiency,
  truthfulness, or genuineness of any documents even if such documents should in
  fact prove to be in any or all respects invalid, insufficient, fraudulent or
  forged; for failure of any draft to bear any reference or adequate reference
  to the Credit, or failure of any person to note the amount of any draft on the
  reverse of the Credit, or to surrender or to take up the Credit as required by
  the terms of the Credit; each of which provisions, if contained in the Credit
  itself, it is agreed may be waived by you, or for errors, omissions,
  interruptions or delays in transmission or delivery of any message, by mail,
  cable, telegraph, wireless, or otherwise, whether or not they be in cipher;
  nor shall you be responsible for any error, neglect or default of any of your
  correspondents; and none of the above shall affect, impair or prevent the
  vesting of any of your rights or powers hereunder. In furtherance and
  extension and not in limitation of the specific provisions hereinbefore set
  forth, we agree that any action taken by you or by any correspondent of yours
  under or in connection with the Credit or the relative drafts, documents or
  property, if taken in good faith, shall be binding on us and shall not put you
  or your correspondent under any resulting liability to us; and we make like
  agreement as to any inaction or omission, unless in breach of good faith.
7. We agree, at any time and from time to time, on demand, to deliver,
  convey, transfer or assign to you, as security for any and all obligations and
  liabilities of us or any one or more of us hereunder, and also for any and all
  other obligations and liabilities, absolute or contingent, due or to become
  due, which are now or may at any time hereafter be owing by us or any one or
  more of us to you, additional security of a value and character satisfactory
  to you, or to make such payment as you may require.
8. You shall not be deemed to have waived any of your rights hereunder,
  unless you or your authorized agent shall have signed such waiver in writing.
  No such waiver, unless expressly as stated therein, shall be effective as to
  any transaction which occurs subsequent to the date of such waiver, or as to
  any continuance of a breach after such waiver.
9. The word "property", as used in this agreement, includes goods,
  merchandise, securities, funds, choses in action, and any and all other forms
  of property, whether real, personal or mixed, and any right or interest
  therein.
10. Without limiting the foregoing and in addition to the provisions of
  paragraph numbered 7 hereof, we agree that all property belonging to any of
  us, now or at any time hereafter delivered, deposited, conveyed, transferred,
  assigned or paid to you, or coming into your possession or into the possession
  of any one for you in any manner whatsoever, whether expressly as security for
  any obligations or liabilities of us to you or otherwise, are hereby made and
  shall be and constitute collateral security for any and all obligations and
  liabilities, absolute or contingent, due or to become due, which are now or
  may at any time hereafter be owing by us or any one or more of us to you.
11. Without limiting the foregoing and in addition to the provisions of
  paragraph numbered 6 hereof, you are hereby expressly authorized and directed
  to honor any request for payment which is made under and in compliance with
  the terms of said Credit without regard to, and without any duty on your part
  to inquire into, the existence of any disputes or controversies between any of
  the undersigned, the beneficiary of the Credit or any other person, firm or
  corporation, or the respective rights, duties or liabilities of any of them or
  whether any facts or occurrences represented in any of the documents presented
  under the Credit are true or correct. Furthermore, we fully understand and
  agree that your sole obligation to us shall be limited to honoring requests
  for payment made under and in compliance with the terms of the Credit and this
  application and your obligation remains so limited even if you may have
  assisted us in the preparation of the wording of the Credit or any documents
  required to be presented thereunder or you may otherwise be aware of the
  underlying transaction giving rise to the Credit and this application. In
  addition, and without limiting any of the other provisions hereof, you and
  your correspondents may (a) act in reliance upon any oral, telephonic,
  telegraphic, electronic or written request or notice believed by you or your
  relevant correspondent in god faith to have been authorized by us or any one
  of us, whether or not given or signed by an authorized person, and (b)
  receive, accept or pay as complying with the terms of the Credit any drafts or
  other document, otherwise in order, that may be signed by, or issued to, the
  administrator or executor of, or the trustee in bankruptcy of, or the receiver
  for any of the property of, or any other person or entity acting as the
  representative of, in the place of or as the successor in interest to, the
  party in whose name the Credit provides that any drafts or other documents
  should be drawn or issued.
12. If this agreement is signed by one party, the terms "we," "our," "us,"
  shall be read throughout as "I,'. "my," "me," as the case may be. If this
  agreement is signed by two or more parties, it shall constitute the joint and
  several agreement of such parties. This agreement shall be deemed to be made
  under and shall in all respects be governed by the law of the State of
  Illinois. The Credit and, to the extent not inconsistent with the laws of the
  State of Illinois, this' agreement will be subject to the Uniform Customs and
  Practice for Documentary Credits as most recently published by the
  International Chamber of Commerce (the "UCP"), except that Article 41 and 43
  of the UCP (1993 Revision) published by the International Chamber of Commerce
  as Publication No.500 shall not apply nor shall any equivalent provision in
  any future version of the UCP.

Very truly yours,

|For Bank Use
      Only___________________________     ___________________Signatures
      Approved
      by                   Date | _____________________________________________(Firm's name, if
      applicable)By___________________________________________Title__________________________________________By____________________________________________Title___________________________________________
|----------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



APPLICATION AND AGREEMENT FOR IRREVOCABLE COMMERCIAL LETTER OF
CREDIT

Harris
Bank                                                                                                                               L/C
No._____________________________________P.O. Box
755                                                                                                                                                           (For
Bank use only)Chicago, Illinois 60606-0755Telephone: (312)
481-5072                                                                                                          Date________________________________________Cable
address: HARISBANKTelex: 824164 (HARISINT CGO)

Please issue an irrevocable Letter of Credit as set forth below and forward
same to your correspondent for delivery to the beneficiary by

[  ]
Airmail          [  ]  Airmail,
with short preliminary cable
advice          [  ]  Full
Cable

|IN FAVOR OF (BENEFICIARY)                                                    | FOR ACCOUNT OF (APPLICANT)        
|---------------------------------------------------------------------------- | ----------------------------------
|IN FAVOR OF (BENEFICIARY)                                                    | FOR ACCOUNT OF (APPLICANT)        
|Expiry DateIn the Country of the beneficiaryunless
      otherwise indicated | Latest date for shipment(Optional)

Available by drafts at _________________________  For
_________________ Invoice amount of merchandise drawn
on                                  ("at
eight", "30 day sight",
etc.)               (full
or percentage)

[  ]  Harris Bank or
          [  ]  Advising
Bank*     (*Payment will be effected prior to receipt of
documents at Harris Bank).

DRAFTS MUST BE ACCOMPANIED BY THE FOLLOWING DOCUMENTS   (In
duplicate unless otherwise specified)

[  ]  Commercial
Invoice[  ]  Packing
List[  ]  Special U.S. Customs
Invoice[  ]  Certificate of origin Form
A[  ]  Negotiable Marine/Air Insurance Policy or
Certificate covering: Coverage of invoice ____ (110% unless otherwise
specified)              
[  ]  All Risks      
[  ]  War
Risks              
[  ]  Other Risks (please specify)
______________________________________________________________________________[  ]  Other
documents, if any:[  ]  Full set of at least two
ORIGINAL clean on board ocean bills of Lading issued to order shipper, endorsed
in blank, marked
"Freight"               [  ]  Collect          [  ]
Prepaid[  ]  Clean airway bill in ___________ consigned
___________________________________________________________________________       ___________________________________________________
Marked
Freight          [  ]  Collect          [  ]  Prepaid[  ]  Other
Transport Document
_________________________________________________________________________________________       ___________________________________________________
Marked
Freight          [  ]  Collect          [  ]  Prepaid[  ]  Notify
_________________________________________________________________________________________________________       ______________________________________________________________________________________________________________[  ]  Merchandise
Description
___________________________________________________________________________________________       ______________________________________________________________________________________________________________                                                                      (Please
mention commodity only, omitting details as to grade, quality, etc.)

Check one:
[  ]  FOB       [  ]  C&I       [  ]  C&F       [  ]  CIF       [  ]  Other
____________________________ (Name of city, Port or
Airport)____________________________________________________________________________________________________________________________________

|SHIPMENT FROM:TO:                                                                | Partial
      Shipments                       [  ]  Permitted         [  ]  Prohibited
|-------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|Transshipments                          [  ]  Permitted         [  ]  Prohibited

[  ]  Documents must be presented to the negotiating or
paying bank within ___ days after the issuance of documents evidencing shipment
or dispatch or taken in charge (shipping documents). Documents presented within
this period and within the validity of the letter of credit will be
negotiated.

[  ]  Insurance effected by ourselves. We
agree to keep insurance coverage in force until this transaction is
completed.

|Discount charges (if the tenor is other than sight) are
      for the account of the :                                                                                                                                                                                                                                                                                                                                                                                                                                                    | [  ]  Applicant    [  ]  Beneficiary
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------
|All banking charges, other than those of Harris Bank:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | [  ]  Applicant    [  ]  Beneficiary
|Other instructions:
      _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Unless otherwise instructed, documents will be forwarded to us
in one airmail by the negotiating bank. The credit will be subject to the
Uniform Customs and Practice for the Documentary Credits (1993 revision) the
International Chamber of Commerce Publication No. 500.

PLEASE DATE AND OFFICIALLY SIGN THE AGREEMENT ON THE REVERSE
SIDE OF THIS APPLICATION

In consideration of your opening your Commercial Letter of
Credit (hereinafter called "Credit") substantially in accordance with the
foregoing application, we hereby agree with you as follows:

1. We agree to pay you in cash the amount of each draft or acceptance drawn
  under, or purporting to be drawn under the Credit, such payment to be made at
  the maturity of each respective draft or acceptance, or on demand prior
  thereto.
2. Payment shall be made by us at your office in Chicago, Illinois, in lawful
  money of the United States. As to drafts or acceptances which are payable in
  currency other than United States currency, the amount to be paid by us shall
  be the equivalent of the amount paid by you at the rate of exchange then
  current in Chicago for cable transfers to the place of payment in the currency
  in which such draft is drawn. If there is then no rate of exchange generally
  current in Chicago for effective cable transfers, we agree on demand to pay
  you an amount which you then deem necessary to pay or provide for the payment
  of our obligations hereunder; but in any such event we shall remain liable for
  any deficiency which may result if the actual cost to you of settlement of
  your obligations under the Credit proves to be in excess of the amount so paid
  by us, and we shall be entitled to a refund, without interest, of any excess
  payment made by us.
3. We also agree to pay you, on demand, a commission fee for issuance and
  payment of the Credit according to your schedule of fees in effect at the time
  of issuance/payment, and all charges and expenses paid or incurred by you in
  connection with the Credit including costs of complying with any and all
  applicable governmental exchange regulations, including all costs and expenses
  arising out of any reserve requirements for, or any assessment of deposit
  insurance premiums on, the Credit, and interest on any such amount(s) not paid
  when due at the rate per annum equal to your prime commercial rate from time
  to time in effect.
4. We hereby recognize and admit your ownership in and unqualified right to
  the possession and disposal of all property shipped, warehoused or otherwise
  delivered or allocated under or pursuant to or In connection with the Credit,
  or in any way relative thereto or to the drafts drawn thereunder, whether or
  not released to us on trust or bailee receipt, and also in and to all shipping
  documents, warehouse receipts, policies or certificates of insurance and other
  documents accompanying or relative to drafts drawn under the Credit, and in
  and to the proceeds of each and all of the foregoing, until such time as all
  the obligations and liabilities of us or any of us to you at any time existing
  under or with reference to the Credit, or this agreement, or any other credit
  or any other obligation or liability to you, have been fully paid and
  discharged, all as security for such obligations and liabilities; and that all
  or any of such property and documents and the proceeds of any thereof, coming
  into the possession of you or any of your correspondents, may be held and
  disposed of by you as herein above provided; and the receipt by your, or any
  of your correspondent:, at any time of other security, of whatsoever nature,
  including cash, shall not be deemed a waiver of any of your right: or powers
  herein recognized.
5. Except insofar as otherwise expressly stated in the Credit to the
  contrary, we agree that you and any of your correspondents may receive and
  accept as "Bills of Lading" under the Credit and documents issued or
  purporting to be issued by or on behalf of any carrier which acknowledges
  receipt of property for transportation, whatever the specific provisions of
  such documents, and any such Bill of Lading issued by or on behalf of an ocean
  carrier may be accepted by you as an "Ocean Bill of Lading" whether or not the
  entire transportation is by water. If the Credit states that except so far as
  otherwise expressly stated it is subject to the Uniform Customs and Practice
  for Documentary Credits, 1993 Revision (Publication No.500). fixed by the
  international Chamber of Commerce the Credit shall, except so far as otherwise
  expressly stated, be so subject In all respects and you and any of your
  correspondents may, except so far as otherwise expressly stated, accept
  document: of any character which comply with such Uniform Customs and
  Practice; and if the Credit does not so state, you and any of your
  correspondents may, without limiting the type of document acceptable according
  to any other provisions of the Credit, accept documents of any character which
  comply with the mid Uniform Customs and Practice or which comply
  with the law or regulation in force and customs and usages of the place of negotiation or payment.In
  the event that, at our request, some of the documents required under the
  Credit are forwarded directly to us or any other party designated by us, or
  you, at our request, release or consent to the release of some or all of the
  property shipped under the Credit prior to the presentation of the relative
  item, we agree to pay you on demand the amount of any calm made against you by
  reason thereof and authorize you to honor such item when it is presented
  regardless of whether or not such item or any documents which may accompany it
  complies with the terms of the Credit. In case of your issuance of steamship
  indemnity for our account, you are authorized to retain original bills of
  lading for delivery to the shipping company to secure the
  release of your indemnity.We agree to indemnify and
  hold you harmless from each and every claim, demand liability, loss, cost or
  expense (including, but not limited to, reasonable attorney's fees and costs)
  which may arise or be created by your acceptance of telecommunication
  instructions in connection with the Credit, including, but not limited to,
  telephone instructions in connection with any waiver of discrepancies.
6. Except insofar as otherwise expressly stated in the Credit, we agree that
  partial shipments may be made under the Credit and you may honor the relative
  drafts, and that if the Credit specifies drawings and/or shipments by
  installments within stated periods, and the shipper fails to ship or drafts
  are not drawn In any designated period, the Credit shall cease to be available
  for that and any subsequent installments unless otherwise stipulated in the
  Credit.
7. Any modification of the terms of the Credit other than an increase in the
  amount of the Credit or an extension of the maturity or time for presentation
  of drafts, acceptances or documents, may with your consent be made by any of
  us with or without notification to the others, but any increase in the amount
  of the credit or extension of the maturity or time for presentation of drafts,
  acceptances or documents shill be only at the request of all of us, and in my
  such event this agreement shall be binding upon us with regard to the Credit
  so increased or otherwise modified, to drafts, documents and property covered
  thereby, and to any action taken by you or any of your correspondents, in
  accordance with any such extension, increase or other modification.
8. The users of the Credit shall be deemed our agents and we assume all risks
  of their acts or omissions. Neither you nor your correspondents shall be
  responsible for the existence, character, quality, quantity, condition,
  packing, value or delivery of the property purporting to be represented by
  documents; for any difference in character, quality, quantity, condition,
  packing, value or delivery of the property from that expressed in documents;
  for general and/or particular conditions stipulated in the documents; for the
  validity, sufficiency or genuineness or legal effect of documents, even if
  such document: should in fact prove to be in any or all respects invalid,
  insufficient, fraudulent or forged; for the time, place, manner or order in
  which shipment is made; for partial or incomplete shipment, or failure or
  omission to ship any or all of the property referred to in the Credit; for the
  character, adequacy, validity or genuineness of any insurance; for the
  solvency or responsibility of any insurer, or for any other risk connected
  with insurance; for any deviation from instructions, delay, default or fraud
  by the shipper or any one else in connection with the property or the shipping
  thereof; for the solvency, responsibility or relationship to the property of
  any party issuing any documents in connection with the property; for any
  variance between invoices, bills of lading, warehouse receipts or other
  documents; for delay in arrival or failure to arrive of either the property or
  any of the documents relating thereto; for delay in giving or failure to give
  notice of arrival, or any other notice; for any breach of contract between the
  shippers or vendors and ourselves or any of us; for the validity or
  sufficiency of any instrument assigning or purporting to assign the Credit or
  the rights or benefits thereunder or the proceeds thereof; for failure of any
  draft to bear any reference or adequate reference to the Credit, or failure of
  documents to accompany any draft at negotiation, or failure of any person to
  note the amount of any draft on the reverse of the Credit, or to surrender or
  to take up the Credit or to send forward documents apart from drafts, as
  required by the terms of the Credit, each of which provisions, If contained in
  the Credit itself, it is agreed may be waived by you; or for errors,
  omissions, interruptions or delays in transmission or delivery of any message
  by mail, cable, telegraph, wireless or otherwise, whether or not they be in
  cipher; or for any error, neglect or default of any of your correspondents;
  and none of the above shall affect, impair or prevent the vesting of any of
  your rights or powers hereunder. We agree that you or any of your
  correspondents may accept or pay any draft dated on or before the expiration
  of any time limit expressed in the Credit, regardless of when drawn and when
  or whether negotiated, provided the other required documents are dared prior
  to the expiration of any time limit relating thereto. In furtherance and
  extension and not In limitation of the specific provisions hereinbefore set
  forth, we agree that any action taken by you or by any correspondent of yours
  under or In connection with the Credit or the relative drafts, documents or
  property, if taken in good faith, shall be binding on us and shall not put you
  or your correspondent under any resulting liability to us; and we make like
  agreement as to any inaction or omission, unless in breach of good faith.
9. We agree to procure promptly and necessary import and export or other
  licenses for the import or export or shipping of the property and to comply
  with all foreign and domestic governmental regulations in regard to the
  shipment of the property or the financing thereof, and to furnish such
  certificates in that respect as you may at any lime require, and to keep the
  property adequately covered by insurance satisfactory to you, in companies
  satisfactory to you, and to assign the policies or certificates of insurance
  to you, or to make the loss or adjustment, if any, payable to you, at your
  option, and to furnish you, if demanded, with evidence of acceptance by the
  insurers of such assignment.
10. Each of us agrees, at any time and from time to time, on your den'1nd to
  deliver, transfer or assign to you as security for (i) any and all obligations
  and liabilities of us or any one or more of us hereunder, including the amount
  of this Credit, and (ii) any and all other obligations and liabilities to you
  of us or any one or more of us, now existing or hereafter arising direct or
  contingent, due or to become due, property in addition to that referred to in
  paragraph numbered 4 hereof of a value and character satisfactory to you.
  Without limiting the foregoing and in addition to the provisions of paragraph
  numbered 4 hereof, each of us agrees that all property belonging to any of us
  of every name and nature whatsoever, now or at any time hereafter delivered,
  conveyed, transferred, assigned or paid to you, or coming into your possession
  or Into the possession of anyone for you in any manner whatsoever, whether
  expressly as security for any such obligations or liabilities of us or any of
  us to you or for safekeeping or otherwise, Including any items received for
  collection or transmission, and the proceeds thereof, whether or not such
  property is In whole or in part released to us or any of us on trust or bailee
  receipt, are hereby made security for each and all such obligations and
  liabilities referred to in this paragraph 10. We further agree that any
  indebtedness due or owing from you to any of us may at any time, as well
  before as after the maturity of any obligation or liability hereunder of us or
  any of us to you, be set off and applied against any liability 9r obligation
  of us or any of us hereunder including the amount of this Credit.
11. Upon failure of payment of any sum required to be paid by us or any of us
  pursuant to the terms hereof at the time or times when such payment is due,
  whether by lapse of time, demand or otherwise, or upon failure of us or any of
  us at all times to keep a margin of security with you satisfactory to you, or
  upon the making by any of us of any assignments for the benefit of creditors,
  or upon the filing of any voluntary or involuntary petition in bankruptcy by
  or against any of us or upon the application for the appointment of a receiver
  of any property of any of us, or upon any act of bankruptcy or state of
  insolvency or suspension of business of or by any of us, or upon any
  proceeding being commenced by or against us or any of us under any bankruptcy,
  reorganization, arrangement, readjustment of debt, receivership, liquidation,
  dissolution or conservation law or statute of any jurisdiction, or upon the
  service of any warrant of attachment or garnishment or the existence or making
  or issuance of any tax lien, levy or similar process on or with respect to any
  property of any of us, all of our obligations and liabilities hereunder
  including the amount of this Credit (and all other liabilities and obligations
  of any of us to you) shall become and be immediately due and payable without
  demand or notice. Also in any such event you shall have full power and
  authority at any time or times thereafter to sell and assign and deliver the
  whole of the property, or any part thereof, then constituting security
  pursuant to any of the terms hereof, at any broker:' beard or at public or
  private sale, in such parcel or parcels and at such time or times and at such
  place or places and for such price or prices as you may deem proper, and with
  the right in yourself to be purchaser at such brokers' board or public sale;
  and each of us hereby waives all advertisement or notice of sale or intention
  to sell and of the time and place thereof; and after deducting all legal and
  other costs and expenses of any such sale and delivery of the property sold,
  the residue of the proceeds of such sale or sales shall be applied to pay any
  or all of the liabilities for which the property so sold constitutes security
  under the terms hereof. The residue, if any, of the proceeds of sale and any
  other property constituting security remaining after satisfaction of our
  liabilities to you shall be returned to us. Nothing in this paragraph 11
  contained shall be deemed to limit or restrict your rights under paragraph
  numbered 4 hereof.
12. You shall not be deemed to have waived any of your rights hereunder unless
  you or your authorized agent shall have signed such waiver in writing. No such
  waiver, unless expressly as stated therein, shall be effective as to any
  transaction except the specific transaction described in the waiver.
13. The word "property" as used in this agreement includes goods, merchandise,
  securities, funds, choses In action and any and all other forms of property.
  whether real, personal or mixed, and any right or interest therein.
14. If this agreement is signed by one party, the terms "we, " "our," "us,:
  shall be read throughout as "l," "my," "me," as the case may be. If this
  agreement is signed by two or more parties, it shall constitute the joint and
  several agreement of such parties. This agreement shall be deemed to be made
  under and shall in all respects be governed by the law of the State of
  Illinois.

__________________________________________________                                                                                                                                                                 (Firm's
Name)                                                                                                                           Account
Number:                                                                                                                           By________________________________________________                                                                                                                            By:________________________________________________



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EXHIBIT C

THE A MORTGAGES





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EXHIBIT D

THE B MORTGAGES

1. Mortgage and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, from Triad Nitrogen, LLC to Harris Trust and Savings
  Bank, for itself and as agent (the "Agent") recorded in Ascension
  Parish, Louisiana on April 26, 2000 under Reception Number 461-146
  in COB 637 at Folio 69 in MOB 912 at Folio 28.
2. First Amendment to Mortgage and Security Agreement with Assignment of
  Rents dated as of May 23, 2000, from Triad Nitrogen, LLC to Harris Trust
  and Savings Bank, for itself and as agent (the "Agent") recorded in
  Ascension Parish, Louisiana on May 31, 2000 under Reception
  Number 463-534 in COB 639, at Folio 608, in MOB 919, at
  Folio 188.
3. Deed of Trust and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, from Mississippi Phosphates Corporation to Roberta
  Harris, as trustee for the benefit of the Agent recorded with the Jackson
  County, Mississippi Recorder on April 27, 2000 at Book 1631, Page 397.
4. Deed of Trust and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, from MissChem Nitrogen, LLC to Roberta Harris, as trustee
  for the benefit of the Agent, recorded with the Yazoo County, Mississippi
  Recorder on April 27, 2000 at Book 255B, Page 792.
5. First Amendment to Deed of Trust between MissChem Nitrogen, LLC and Harris
  Trust and Savings Bank, as Agent, as Beneficiary, recorded with the Yazoo
  County, Mississippi Recorder on April 27, 2000 at Book 256B,
  Page 681.
6. Deed of Trust and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, from Mississippi Potash, Inc. to Mark Adams, as trustee
  for the benefit of the Agent, recorded with the Eddy County, New Mexico
  Recorder on April 28, 2000 under Reception No. 004157,
  Book 380, Page 283.
7. Deed of Trust and Security Agreement with Assignment of Rents dated as of
  April 20, 2000 from Mississippi Potash, Inc. to Mark Adams, as trustee
  for the benefit of the Agent, recorded on April 27, 2000 with the Lea
  County, New Mexico Recorder under Reception No. 57853, Book 1014, at
  Page 201.

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EXHIBIT E

[FORM OF OPINION OF COUNSEL TO THE BORROWERAND THE
DOMESTIC GUARANTORS]

November 15, 2002

Harris Trust and Savings Bank111 West Monroe StreetChicago,
Illinois 60690

The From Time to Time Banks Partyto the Credit Agreement described
below

Ladies and Gentlemen:

I have served as counsel to
Mississippi Chemical Corporation, a Mississippi corporation (the
"Borrower"), Mississippi Phosphates Corporation, a Delaware corporation,
Mississippi Potash, Inc., a Mississippi corporation, Mississippi Nitrogen, Inc.,
a Delaware corporation, Mississippi Chemical Management Company, a Delaware
corporation, Eddy Potash, Inc., a Delaware corporation, Mississippi Chemical
Company, L.P. a Delaware limited partnership, MissChem Nitrogen, L.L.C., a
Delaware limited liability company, and Triad Nitrogen, L.L.C., a Delaware
limited liability company (together with the Borrower, individually a
"Company" and collectively the "Companies") in connection with the
execution and delivery to you by the Companies of the following documents
(individually a "Transaction Document" and collectively the
"Transaction Documents"):

(a)          Amended and
Restated Credit Agreement dated as of November 15, 2002 (the "Credit
Agreement") among the Borrower, Harris Trust and Savings Bank, individually
and as agent (the "Agent"), and the from time to time banks party thereto
(the "Banks");

(b)          Revolving Credit
Note payable to the order of each of the Banks (the"Notes");

(c)          Amended and
Restated Guaranty Agreement dated as of November 15, 2002 among each of the
Companies except the Borrower and the Agent (the "Guaranty");

(d)          Second Amendment
to Mortgage and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Triad Nitrogen, LLC to Harris Trust and Savings Bank,
for itself and as agent (the "Agent") recorded in Ascension Parish,
Louisiana on April 26, 2000 under Reception Number 461-146 in
COB 637, at Folio 69, in MOB 912, at Folio 28;

(e)          Second Amendment
to Mortgage and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Triad Nitrogen, LLC to the Agent recorded in Ascension
Parish, Louisiana on April 26, 2000 under Reception Number 461-147 in
COB 637, at Folio 97, in MOB 912, at Folio 56;

(f)          First Amendment
to Mortgage and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Mississippi Chemical Company, LP to the Agent recorded
in Acadia Parish, Louisiana on April 26, 2000 under Reception
Number 673230, in MOB 584, at page 260, in COB I56, at
Folio 929;

(g)          First Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Mississippi Chemical Corporation and Mississippi
Chemical Company, L.P. to Roberta Harris, as trustee for the benefit of the
Agent, recorded with the Union County, Mississippi Recorder on April 27,
2000 as Instrument No. 001632;

(h)          First Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Mississippi Chemical Company, L.P. to Roberta Harris,
as trustee for the benefit of the Agent, recorded with the Lauderdale County,
Mississippi Recorder on April 27, 2000 at Book 1665, at Page 251.

(i)          First Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Mississippi Phosphates Corporation and Mississippi
Chemical Corporation to Roberta Harris, as trustee for the benefit of the Agent,
recorded with the Jackson County, Mississippi Recorder on April 27, 2000 at
Book 1631, Page 424;

(j)          First Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Mississippi Phosphates Corporation to Roberta Harris,
as trustee for the benefit of the Agent recorded with the Jackson County,
Mississippi Recorder on April 27, 2000 at Book 1631, Page 397;

(k)          Second Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Mississippi Chemical Corporation and MissChem
Nitrogen, LLC to Roberta Harris, as trustee for the benefit of the Agent
recorded with the Yazoo County, Mississippi Recorder on April 27, 2000 at
Book 255B, Page 756;

(l)          Second Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from MissChem Nitrogen, LLC to Roberta Harris, as trustee
for the benefit of the Agent, recorded with the Yazoo County, Mississippi
Recorder on April 27, 2000 at Book 255B, Page 792;

(m)          First Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Mississippi Potash, Inc. to Mark Adams, as trustee for
the benefit of the Agent, recorded with the Eddy County, New Mexico Recorder on
April 28, 2000 under Reception No. 004157, Book 380,
Page 283;

(n)          First Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000, from Mississippi Potash, Inc. and Eddy Potash, Inc. to Mark
Adams, as trustee for the benefit of the Agent, recorded on April 28, 2000
with the Eddy County, New Mexico Recorder under Reception No. 004158,
Book 380, Page 324;

(o)          First Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000 from Mississippi Potash, Inc. to Mark Adams, as trustee for
the benefit of the Agent, recorded on April 27, 2000 with the Lea County,
New Mexico Recorder under Reception No. 57853, Book 1014, at
Page 201;

(p)          First Amendment
to Deed of Trust and Security Agreement with Assignment of Rents dated as of
April 20, 2000 from Mississippi Potash, Inc. and Eddy Potash, Inc. to Mark
Adams, as trustee for the benefit of the Agent, recorded on April 27, 2000
with the Lea County, New Mexico Recorder under Reception No. 57852,
Book 1014, Page 165;

(q)          First Amendment
to Security Agreement among the Companies and the Agent;

(r)          First Amendment
to Pledge Agreement among the Borrower, Triad Nitrogen, Inc. Mississippi
Chemical Management Company and the Agent; and

(s)          First Amendment
to Security Agreement Re: Aircraft between the Borrower and the
Agent.

As counsel to the Companies, I am
familiar with the Articles of Incorporation and Bylaws of the Borrower,
Mississippi Phosphates Corporation, Mississippi Potash, Inc., Mississippi
Nitrogen, Inc., Mississippi Chemical Management Company, and Eddy Potash, Inc.,
the Certificate of Limited Partnership of Mississippi Chemical Company, L.P.,
Agreement of Limited Partnership of Mississippi Chemical Company, L.P. and the
Certificate of Formation and Limited Liability Company Agreement of MissChem
Nitrogen, L.L.C. and Triad Nitrogen, L.L.C. (respectively, the
"Organizational Documents"). I have also examined such other factual
matters and matters of law as I deem necessary or pertinent to the formulation
of the opinions hereinafter expressed.

In my examination, I have assumed
the genuineness of all signatures (other than those of the Companies), the
authenticity of all documents submitted to me as originals, and the conformity
with authentic original documents of all documents submitted to me as copies.
Also, I have relied upon statements and certifications of government officials
and upon representations made in or pursuant to the Transaction Documents and by
representatives of the Companies with respect to the Transaction Documents.

In rendering the opinions
expressed below, I have assumed with respect to all documents referred to herein
(except with respect to the Companies) that: (i) such documents have been
duly authorized by, have been duly executed and delivered by, and constitute
legal, valid, binding, and enforceable obligations of, all of the parties to
such documents; (ii) all signatories to such documents have been duly
authorized; and (iii) all of the parties to such documents are duly
organized and validly existing and have the power and authority to execute,
deliver, and perform such documents.

Based upon the foregoing and
subject to the qualifications and exceptions set forth below, I am of the
opinion that:

1.     Each
Company is a corporation, limited partnership or limited liability company duly
organized and validly existing and in good standing under the laws of the State
of its organization with all requisite corporate, limited partnership or limited
liability company power and authority to carry on its respective business as now
conducted.

2.     Based
solely on certificates to such effect issued by the applicable jurisdictions,
each Company is duly qualified and in good standing as a foreign corporation,
limited partnership or limited liability company in each jurisdiction listed on
Schedule 1 hereto.

3.     Each
Company has all requisite corporate, limited partnership or limited liability
company power and authority to encumber its assets to secure the obligations of
the Borrower under the Credit Agreement and to observe and perform all of its
obligations under the Transaction Documents executed by it.

4.     The
execution and delivery of each Transaction Document executed by each Company
does not, nor will the observance or performance of the obligations of each
Company under the Transaction Documents executed by it contravene (a) any of the
respective Organizational Documents of the Companies (there being no other
agreements under which each Company is organized), or, to my knowledge, of any
material agreement binding upon or affecting each Company or any of its
properties or assets, and (b) solely with respect to the Credit Agreement, the
Notes and the Guaranty, any provision of Applicable Law (as herein defined),
except where such contravention would not have a material adverse effect on the
properties, business, operations, or financial condition of the Companies taken
as a whole.

5.     Each
Transaction Document executed by each Company has been duly authorized by all
necessary corporate, limited partnership or limited liability company action of
each Company and has been executed and delivered by the proper officer, general
partner or member of each Company.

6.     The
Credit Agreement, the Notes and the Guaranty constitutes the valid and binding
agreements of each of the Companies that is a party thereto enforceable against
each such Company in accordance with its terms, subject to any applicable
bankruptcy (including, without limitation, preference and fraudulent transfer a
conveyance), insolvency, reorganization, moratorium or similar laws affecting
creditor's rights generally, and general principles of equity (regardless of
whether considered in proceedings in equity or at law), including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, and the possible unavailability of specific performance or injunctive
relief.

7.     Based
solely upon my review of those United States federal and Mississippi statutes,
rules, and regulations that are generally applicable to transactions in the
nature of those contemplated by the Transaction Documents (the "Applicable
Laws"), no order known by me, authorization, consent, license or exemption of,
or filing or registration with, any court or governmental department, agency,
instrumentality or regulatory body, whether state or federal, is or will be
required in connection with the lawful execution and delivery of the Transaction
Documents or the observance and performance by the Companies of any of the terms
thereof, except (a) the filing of Uniform Commercial Code financing
statements, (b) the recordation of each supplement or amendment to each
mortgage or deed of trust in the office of the recorder or registrar of deeds in
each county in which the real property subject thereto is located, and
(c) such as have already been obtained or, if not obtained, would not have
a material adverse effect on the properties, business, operations, or financial
condition of the Companies taken as a whole.

8.     Except
as set forth on Schedule 5.3 to the Credit Agreement, to my knowledge, there is
no action, suit, proceeding or investigation, at law or in equity, of which we
have been directly notified in writing or which has been served upon us, before
or by any court or public body, pending or threatened against or affecting any
Company or any of its assets and properties which could result in any material
adverse change in the properties, business, operations or financial condition of
the Companies taken as a whole.

I express no opinion herein as to
the legality, validity, binding nature or enforceability of provisions of any
Transaction Document (i) relating to indemnification, exculpation, or
contribution, to the extent such provisions may be held unenforceable as
contrary to public policy or federal or state securities laws,
(ii) relating to the release of a party from, or the indemnification of a
party against, liability for its own wrongful or negligent acts under certain
circumstances, (iii) insofar as it provides for the payment or
reimbursement of costs and expenses or for claims, losses, or liabilities in
excess of a reasonable amount determined by any court or other tribunal,
(iv) requiring written amendments or waivers of such documents insofar as
it suggests that oral or other modifications, amendments, or waivers could not
be effectively agreed upon by the parties or that the doctrine of promissory
estoppel might not apply, (v) waiving the right to object to venue in any
court, (vi) relating to any consent or agreement to submit to the
jurisdiction of any court, (vii) waiving the right to trial by jury, (viii)
selecting the law of the State of Illinois or any other jurisdiction as the
governing law of any Transaction Document, (ix) purporting to establish
evidentiary standards, (x) relating to delay or omission of enforcement of
remedies, (vi) relating to the waiver by any Company of (A) any
defense available to it, (B) the benefits of any statutes of limitations or
other limitation of actions provided by applicable law, (C) any duty of the
Administrative Agent or any Bank, or (D) other rights available to any
Company, or (xi) purporting to specify or dictate any interpretation or
standard of interpretation applicable to any of the Transaction Documents I also
express no opinion as to laws regarding fraudulent transfers, conveyances, or
obligations, or usury.

I render no opinion herein as to
matters involving the laws of any jurisdiction other than the State of
Mississippi, the United States of America, and for purposes of opinion
paragraphs 1, 3, and 5 above, the State of Delaware. I am not admitted to
practice law in the State of Delaware; however, I am generally familiar with the
Delaware General Corporation Law, the Delaware Revised Uniform Limited
Partnership Act and the Delaware Revised Limited Liability Company Act as
presently in effect, and I have made such inquiries as I consider necessary to
render the opinions contained in opinion paragraphs 1, 3, and 5 above. For
purposes of the opinion contained in paragraph 6 hereof, I have assumed, with
your permission, that the laws of the State of Illinois are identical in all
respects to the laws of the State of Mississippi. This opinion is limited to the
effect of the present state of the laws of the State of Mississippi,the
United States of America, and to the limited extent set forth above in this
paragraph, the State of Delaware and the facts as they presently exist, and I
assume no obligation to revise or supplement this opinion in the event of future
changes in such laws or the interpretation thereof or such facts.

This opinion is rendered solely
to you in connection with the Transaction Documents and may not be relied upon
by any person for any purpose other than in connection with the transactions
contemplated by the Transaction Documents without, in each instance, my prior
written consent.

Very truly yours,





William L. SmithVice President & General
Counsel

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SCHEDULE 1

FOREIGN QUALIFICATION LOCATIONS



1.     Mississippi Potash, Inc.: New
Mexico

2.     Eddy Potash, Inc.: New
Mexico

3.      Mississippi Phosphates
Corporation: Mississippi

4.      MissChem Nitrogen,L.L.C.:
Mississippi

5.     Triad Nitrogen, L.L.C.:
Louisiana



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EXHIBIT F

[FORM OF OPINION OF LEX CARIBBEAN]

15th November, 2002.

|To the Banks and the Administrative
      Agent     Referred to Belowc/o Harris Trust
      and Savings Bank, as Administrative Agent111 West Monroe StreetChicago,
      Illinois 60603 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

Ladies and Gentlemen,

|RE: | MISSISSIPPI CHEMICAL HOLDINGS, INC.
|--- | -----------------------------------

We have served as special British
Virgin Islands counsel to Mississippi Chemical Holdings, Inc., a British Virgin
Islands corporation (the "Company"), in connection with the execution and
delivery by the Company of the Guaranty Agreement dated as of 15th November,
2002 (such Guaranty Agreement, as the same may be supplemented, amended,
restated and otherwise modified from time to time, is referred to as the
"Guaranty"), from the Company to Harris Trust and Savings Bank, as
Administrative Agent, and the banks from time to time party to the Amended and
Restated Credit Agreement dated as of 15th November, 2002, (such Amended and
Restated Credit Agreement, as the same may be supplemented, amended, restated
and otherwise modified from time to time, is referred to as the "Credit
Agreement") among Mississippi Chemical Corporation, a Mississippi corporation
(the "Borrower"), Harris Trust and Savings Bank, as administrative Agent, and
the banks from time to time party thereto (the "Banks"). As such counsel, we
have supervised the taking of the corporate proceedings necessary to authorize
the execution and delivery of, and have examined executed copies of, the
Guaranty. As counsel to the Company, we are familiar with the memorandum and
articles of association, and any other agreements under which the Company is
organized.

We have not investigated the laws
of any country other than the British Virgin Islands and this opinion is given
only with respect to the laws of the British Virgin Islands duly published in
The Virgin Islands Official Gazette, in force and as interpreted and applied at
the date hereof.

For the purposes of rendering
this opinion we have examined and relied upon the following documents:

1. a copy of the Memorandum of Association of the Company, dated
  30th September, 1998, certified by the Registered Agent;
2. a copy of the Articles of Association of the Company, dated
  30th September, 1998, certified by the Registered Agent;
3. an original Certificate of Good Standing issued by the Registrar of
  Companies of the British Virgin Islands in respect of the Company dated the
  11th November, 2002;
4. an original Certificate of Incumbency dated the 11th November,
  2002, issued by Ernst & Young Trust Corporation (BVI) Ltd. acting as
  Registered Agent (as such term is understood under the laws of the British
  Virgin Islands) of the Company;
5. an executed copy of the Guaranty dated 15th November, 2002 received
  by electronic mail;
6. an executed copy of a resolution of the Board of Directors of the Company
  dated 15th November, 2002 received by electronic mail authorizing the Company
  to execute the Guaranty.

Based upon the foregoing we are
of the opinion that:

1.     The
Company is a corporation duly organized and validly existing and in good
standing under the laws of the British Virgin Islands with full and adequate
corporate power and authority to carry on its business as now conducted.

2.     The
Company has full right, power and authority to guaranty the payment when due of
the Borrower's indebtedness, obligations and liabilities to the Administrative
Agent and the Banks under the Credit Agreement from you, to execute and deliver
the Guaranty executed by it and to observe and perform all the matters and
things therein provided for. The execution and delivery of the Guaranty executed
by the Company does not, nor will the observance or performance of any of the
matters or things therein provided for, contravene any provision of law or of
the memorandum and articles of association of the Company (there being no other
agreements under which the Company is organized) or, to the best of our
knowledge after due inquiry, of any covenant, indenture or agreement binding
upon or affecting the Company or any of its properties or assets.

3.     The
Guaranty executed by the Company has been duly authorized by all necessary
corporate action (no stockholder approval being required), has been executed and
delivered by the proper officers of the Company and constitutes the valid and
binding agreement of the Company enforceable against the Company in accordance
with its terms. The enforceability of the Guaranty would not be affected by the
insolvency of the Company at any time.

4.     No
order, authorization, consent, license or exemption of, or filing or
registration with, any court or governmental department, agency, instrumentality
or regulatory body, whether local, state or federal, is or will be required in
the British Virgin Islands in connection with the lawful execution and delivery
of the Guaranty or the observance and performance by the Company of any of the
terms thereof.

5.     To
the best of our knowledge after due inquiry, there is no action, suit,
proceeding or investigation at law or in equity before or by any court or public
body pending or threatened against or affecting the Company or any of its assets
and properties which, if adversely determined, could result in any material
adverse change in the properties, business, operations or financial condition of
the Company.

6.     The
execution and delivery of the Guaranty and the performance by the Company of its
obligations thereunder are not subject to any tax, duty, fee or other charge,
including, without limitation, any registration or transfer tax, stamp duty or
similar levy, imposed by or within the British Virgin Islands or any political
subdivision or taxing authority thereof or therein.

7.     The
courts of the British Virgin Islands or any subdivisions thereof will recognize
and order execution and enforcement thereon of a judgment entered against the
Company by a court in the state of Illinois, United States of America, subject
to the principles of private international law applied by the British Virgin
Islands (which are broadly similar to the principles accepted under the Law of
England).

8.     Neither
the Company nor its property has any right of immunity on grounds of sovereignty
or otherwise from jurisdiction, attachment (before or after judgment) or
execution in respect of any action or proceeding relating in any way to the
Guaranty that may be brought in the courts of the British Virgin Islands.

9.     There
are no legal impediments to your access to the courts of the British Virgin
Islands nor shall you be required to qualify under any statute or law or pay any
franchise tax, stamp tax or similar fee to gain such access, whether in respect
of a direct suit on the Guaranty or a proceeding to register a judgment obtained
before a court in the United States, except for such fees as would be required
of plaintiffs, both resident and non-resident, in seeking access to the courts
of the British Virgin Islands; nor will you be resident, domiciled, carrying on
business or otherwise subject to taxation in the British Virgin Islands by
reason only of your execution, delivery or performance or enforcement of the
Guaranty.

10.     Under
the laws of the British Virgin Islands that govern a corporation's power and
authority to make distributions to its shareholders, the Company may not pay a
dividend, redeem shares, make a reduction in capital or otherwise make a
distribution to its shareholders unless the directors determine that immediately
after such action the company would be able to satisfy its liabilities as they
become due in the ordinary course of business, and the realizable value of the
assets of the company will not be less than its total liabilities, other than
deferred taxes, as shown in the books of account, and its capital, or remaining
capital, as the case may be.

11.     The
Guaranty as drafted constitutes a primary obligation as between the Company and
the Banks which is capable of being shown on the books of account of the Company
as a liability for the purposes of determining the Company's solvency under the
laws of the British Virgin Islands.

This opinion is subject to the
following qualifications, based on applicable laws and practice in the British
Virgin Islands:

1. the exercise of remedies for the enforcement of the Guaranty may be
    limited by dissolution, bankruptcy, reorganization, receivership,
    moratorium, insolvency or similar rights affecting creditors' laws
    generally, or by general principles of equity;
2. any final judgment obtained against the Company in relation to the
    Guaranty before the courts of the State of Illinois, United States of
    America, will be treated by the courts of the British Virgin Islands as a
    cause of action in itself so that no retrial of the issues would be
    necessary, provided that:
    such court had jurisdiction in the matter and that the judgment debtor
      either submitted to such jurisdiction or was resident or carrying on
      business within such jurisdiction and was duly served with process;such judgment was not in respect of penalties, taxes, fines or similar
      fiscal or revenue obligations of the Company;in obtaining judgment, there was no fraud on the part of the person in
      whose favor judgment was handed down;recognition or enforcement of the judgment in the British Virgin
      Islands were not contrary to public policy; and,the proceedings pursuant to which judgment was obtained were not
      contrary to the rules of natural justice.
3. such court had jurisdiction in the matter and that the judgment debtor
      either submitted to such jurisdiction or was resident or carrying on
      business within such jurisdiction and was duly served with process;
4. such judgment was not in respect of penalties, taxes, fines or similar
      fiscal or revenue obligations of the Company;
5. in obtaining judgment, there was no fraud on the part of the person in
      whose favor judgment was handed down;
6. recognition or enforcement of the judgment in the British Virgin
      Islands were not contrary to public policy; and,
7. the proceedings pursuant to which judgment was obtained were not
      contrary to the rules of natural justice.

The opinions expressed herein are
for the sole benefit of the addressees of this letter with respect to the
transaction referred to herein, and may not be relied upon by any other person
or in respect of any other transaction without our express written
consent.

Yours faithfully,

LEX CARIBBEANElena AraujoAttorney at Law

---

EXHIBIT G

SUBSIDIARIES



|Name of
      Company                   | State of Incorporation         
|--------------------------------------- | -------------------------------
|Mississippi Phosphates Corporation      | Delaware                       
|Mississippi Potash, Inc.                | Mississippi                    
|Mississippi Chemical Management Company | Delaware                       
|Mississippi Chemical Company, L.P.      | Delaware                       
|Eddy Potash, Inc.                       | Mississippi                    
|Mississippi Nitrogen, Inc.              | Delaware                       
|MissChem Nitrogen, L.L.C.               | Delaware                       
|MissChem (Barbados) SRL                 | Barbados                       
|MissChem Trinidad Limited               | Republic of Trinidad and Tobago
|Mississippi Chemical Holdings, Inc.     | British Virgin Islands         
|Triad Nitrogen, L.L.C.                  | Delaware                       



---

EXHIBIT H

COMPLIANCE CERTIFICATE

This Compliance Certificate is
furnished to Harris Trust and Savings Bank and the other Banks (collectively,
the "Banks") and Harris Trust and Savings Bank as Administrative Agent
(the "Administrative Agent") for the Banks, pursuant to that certain
Amended and Restated Credit Agreement dated as of November 15, 2002, as amended
by and among Mississippi Chemical Corporation, a Mississippi corporation (the
"Borrower"), the Administrative Agent and the Banks (the
"Agreement"). Unless otherwise defined herein, the terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.

The Undersigned Hereby Certifies
That:

1.     I
am the duly elected [President]or [Chief Financial Officer] of the
Borrower;

2.     I
have reviewed the terms of the Agreement and I have made, or have caused to be
made under my supervision, a review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the
attached financial statements sufficient for me to provide this Certificate;

3.     The
examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes a
Potential Default or Event of Default during or at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

4.     If
attached financial statements are being furnished pursuant to
Section 7.4(a) of the Agreement, Schedule I attached hereto sets forth
financial data and computations evidencing the Borrower's compliance with
certain covenants of the Agreement, all of which data and computations are true,
complete and correct.

Described below are the
exceptions, if any, to paragraph 3 by listing, in detail, the nature of the
condition or event, the period during which it has existed and the action which
the Borrower has taken, is taking or proposes to take with respect to each such
condition or event:

_____________________________________________________________________________________

_____________________________________________________________________________________

The foregoing certifications,
together with the computations set forth in Schedule I hereto and the
financial statements delivered with this Certificate in support hereof, are made
and delivered this _____ day of __________________, ______.

[President] or [Chief Financial Officer of The
Borrower]

---

SCHEDULE 1TO COMPLIANCE
CERTIFICATEMISSISSIPPI CHEMICAL CORPORATION

COMPLIANCE CALCULATIONS FORAMENDED AND RESTATED CREDIT
AGREEMENTDATED AS OF NOVEMBER 15, 2002, AS AMENDED

CALCULATIONS AS OF ____________________, _______



SECTION 7.20. MINIMUM EBITDA

|1.  | Net Income                                                                                   | $_______________ 
|--- | -------------------------------------------------------------------------------------------- | -----------------
|2.  | Interest Expense                                                                             | $_______________ 
|3.  | Taxes                                                                                        | $_______________ 
|4.  | Depreciation and Amortization                                                                | $_______________ 
|5.  | Other non cash charges                                                                       | $_______________ 
|6.  | Severance Payments (up to $850,000)                                                          | $_______________ 
|7.  | Financing Costs (up to $500,000)                                                             | $_______________ 
|8.  | Spare parts obsolesence write-down (up to $500,000)                                          | $_______________ 
|9.  | Contribution of FMCL, Houston Ammonia Terminal, L.P. andFMCL, LLC
      not received in cash | $_______________ 
|10. | Gain or loss on Disposition of Trinidad Interest                                             | $_______________ 
|11. | EBITDA (1+2+3+4+5+6+7+8-9+/-10)                                                              | $_______________*

*Required to be no less than $____________ during this measurement
period.

Compliance:     ___________
Yes     ___________ No

SECTION 7.21. CAPITAL EXPENDITURES

|1. | Capital Expenditures | $_______________*
|-- | -------------------- | -----------------

*Required to be no greater than $23,500,000 during this measurement
period.

Compliance:     ___________
Yes     ___________ No



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EXHIBIT I

[FORM OF LEGAL OPINION OF BORROWER'S COUNSEL]

November 15, 2002

Harris Trust and Savings Bank,Chicago, Illinois, as
Administrative Agent

The Banks party to the Amended Credit Agreement

Ladies and Gentlemen:

We have served as special counsel to Mississippi Chemical
Corporation, a Mississippi corporation ("MCC"), in connection with
the Amended and Restated Credit Agreement, dated as of November 15, 2002
(the "Amended Credit Agreement"), among MCC, the Administrative
Agent and the Banks, which amends and restates in its entirety that certain
Credit Agreement dated as of November 25, 1997, as amended. Defined terms
used herein and not otherwise defined have the meanings set forth in the Amended
Credit Agreement.

As such counsel, we have reviewed copies certified to us by MCC
as execution copies of the A Security Documents and the B Security
Documents and each amendment thereto described on Schedule 1
attached hereto (as so amended, collectively, the "Amended Security
Documents"). We have also reviewed copies certified to us by MCC of the
Amended Credit Agreement and the Senior Note Indenture, and have reviewed such
other instruments and records and inquired into such other factual matters and
matters of law as we deemed necessary or pertinent to the formulation of the
opinion hereinafter expressed.

In our review, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity
with authentic and complete original documents of all documents submitted to us
as copies. As to factual matters, we have relied, without independent
verification, upon representations made in or pursuant to the Amended Credit
Agreement and the Amended Security Documents, and upon oral or written
statements of representatives of MCC and its Domestic Subsidiaries, including,
without limitation, the Officer's Certificate, dated November 15, 2002.

In rendering the opinion expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that:

(i)     such documents have been duly
authorized by all necessary action of, have been duly executed and delivered by,
and constitute legal, valid, binding and enforceable obligations of, all of the
parties to such documents;

(ii)     all signatories to such
documents have been duly authorized to execute those documents; and

(iii)     all of the parties to such
documents are duly organized and validly existing and have the power and
authority (corporate or other) to execute, deliver and perform such
documents.

Based upon and subject to the foregoing and subject also to the
assumptions, limitations and qualifications set forth below, and having
considered such questions of law as we have deemed necessary as a basis for this
opinion, we are of the opinion that neither the execution and delivery of the
Amended Credit Agreement and the Amended Security Documents by MCC and each of
its Domestic Subsidiaries a party thereto nor the incurrence or reaffirmation,
as applicable, of the liens created by the Amended Security Documents, without,
in the case of the B Security Documents, effective provision being made for
securing the Securities issued pursuant to the Senior Note Indenture equally and
ratably with the Indebtedness secured by the B Security Documents, violates
Section 10.06 of the Senior Note Indenture.

In addition to the assumptions and qualifications set forth
above, the foregoing opinion is subject to the following assumptions,
limitations and qualifications:

(a)     The
lawyers in the firm actively participating in drafting this opinion letter are
admitted to practice only in the State of Texas. The Senior Note Indenture is
governed by New York law. For the purposes of this opinion, we have, with your
concurrence, assumed that the Senior Note Indenture is governed by the laws of
the State of Texas. Although the lawyers in the firm actively participating in
drafting this opinion letter are not admitted to practice in New York, we have
researched New York law through the use of widely published services available
to us, and we have not found any published New York court opinion that leads us
to believe that our opinion would be any different under New York law.

(b)     We
have assumed that one or more of MCC and its Domestic Subsidiaries holds the
title to each item of Collateral subject to the Amended Security Documents, and
that descriptions of the Collateral contained in the Amended Security Documents
accurately describe the nature of such Collateral and, where noted, the physical
features of such Collateral, and we have not made any investigation of the
title, description or function of any assets of MCC or its Domestic
Subsidiaries. We have assumed that no part of the Collateral described in the
A Security Documents constitutes Principal Properties as such term is
defined in the Indenture.

(c)     This
opinion is being furnished to you for use in connection with the Amended Credit
Agreement and the Amended Security Documents as they relate to
Section 10.06 of the Senior Note Indenture, and may not be (i) relied
upon by any person (other than a successor or assignee to any of the
A Loans or B Loans in accordance with Section 10.17 of the
Amended Credit Agreement) for any purpose other than in connection with the
transactions contemplated hereby, (ii) reproduced or published in any form,
or (iii) delivered to any other person, without, in each instance, our
prior written consent.

(d)     This opinion is limited to the
matters stated herein as of the date hereof. No opinion other than that
expressly stated herein is implied or may be inferred. We disavow any obligation
to update this opinion or advise you or any other person of any changes in our
opinion in the event of changes in applicable law or facts becoming effective
after the date hereof or of any additional or newly discovered information that
is brought to our attention.

Very truly yours,



---

SCHEDULE I

1. Security Agreement dated as of February 24, 2000, among MCC, MissChem
  Nitrogen, L.L.C. ("MNLLC"), Mississippi Nitrogen, Inc.
  ("MNI"), TNI Barge, Inc. ("TNIB"), Mississippi
  Phosphates Corporation ("MPC"), Mississippi Potash, Inc.
  ("MPI"), Eddy Potash, Inc. ("EPI"), Mississippi
  Chemical Management Company ("MCMC"), Mississippi Chemical
  Corporation, L.P. ("MCCLP"), MCC Investments, Inc., NSI Land
  Corporation, and Administrative Agent.
2. First Amendment to Security Agreement dated as of November 15, 2002, among
  MCC, MNLLC, MNI, TNLLC, MPC, MPI, EPI, MCMC, MCCLP and Administrative Agent.
3. Security Agreement re: Aircraft dated as of February 24, 2000, between MCC
  and Administrative Agent.
4. First Amendment to Security Agreement re: Aircraft dated as of November
  15, 2002, between MCC and Administrative Agent.
5. Pledge Agreement dated as of February 24, 2000, among MCC, MNI, MCMC and
  Administrative Agent.
6. First Amendment to Pledge Agreement dated as of November 15, 2002, among
  MCC, MNI, MCMC and Administrative Agent.
7. Mortgage and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, granted by TNLLC to Administrative Agent (covering
  Principal Properties in Donaldsonville, Ascension Parish, Louisiana).
8. First Amendment to Mortgage and Security Agreement with Assignment of
  Rents dated as of May 23, 2000, granted by TNLLC to Administrative Agent
  (covering Principal Properties in Donaldsonville, Ascension Parish,
  Louisiana).
9. Second Amendment to Mortgage and Security Agreement with Assignment of
  Rents dated as of November 15, 2002, granted by TNLLC to Administrative
  Agent (covering Principal Properties in Donaldsonville, Ascension Parish,
  Louisiana).
10. (Principal Properties) Deed of Trust and Security Agreement with
  Assignment of Rents dated as of April 20, 2000, granted by MPC to Roberta
  M Harris, for the benefit of Administrative Agent (covering Principal
  Properties in Pascagoula, Jackson County, Mississippi).
11. (Principal Properties) First Amendment to Deed of Trust and Security
  Agreement with Assignment of Rents dated as of November 15, 2002, granted by
  MPC to Roberta M Harris, for the benefit of Administrative Agent (covering
  Principal Properties in Pascagoula, Jackson County, Mississippi).
12. (Principal Properties) Deed of Trust and Security Agreement with
  Assignment of Rents dated as of April 20, 2000, granted by MNLLC to Roberta M.
  Harris, for the benefit of Administrative Agent (covering Principal Properties
  in Yazoo County, Mississippi).
13. (Principal Properties) First Amendment to Deed of Trust and Security
  Agreement with Assignment of Rents dated as of May 11, 2000, granted by MNLLC
  to Roberta M. Harris, for the benefit of Administrative Agent (covering
  Principal Properties in Yazoo County, Mississippi).
14. (Principal Properties) Second Amendment to Deed of Trust and Security
  Agreement with Assignment of Rents dated as of November 15, 2002, granted by
  MNLLC to Roberta M. Harris, for the benefit of Administrative Agent (covering
  Principal Properties in Yazoo County, Mississippi).
15. Deed of Trust, Mortgage, Security Agreement and Financing Statement with
  Assignment of Rents dated as of April 20, 2000, granted by MPI to Mark K.
  Adams, for the benefit of Administrative Agent (covering Principal Properties
  in Eddy County, New Mexico).
16. First Amendment to Deed of Trust, Mortgage, Security Agreement and
  Financing Statement with Assignment of Rents dated as of November 15, 2002,
  granted by MPI to Mark K. Adams, for the benefit of Administrative Agent
  (covering Principal Properties in Eddy County, New Mexico).
17. Deed of Trust, Mortgage, Security Agreement and Financing Statement with
  Assignment of Rents dated as of April 20, 2000, granted by MPI to Mark K.
  Adams, for the benefit of Administrative Agent (covering Principal Properties
  in Lea County, New Mexico).
18. First Amendment to Deed of Trust, Mortgage, Security Agreement and
  Financing Statement with Assignment of Rents dated as of November 15, 2002,
  granted by MPI to Mark K. Adams, for the benefit of Administrative Agent
  (covering Principal Properties in Lea County, New Mexico).
19. Mortgage and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, by TNLLC to Administrative Agent (covering Non-Principal
  Properties in Donaldsonville, Ascension Parish, Louisiana).
20. First Amendment to Mortgage and Security Agreement with Assignment of
  Rents dated as of May 23, 2000, by TNLLC to Administrative Agent (covering
  Non-Principal Properties in Donaldsonville, Ascension Parish, Louisiana).
21. Second Amendment to Mortgage and Security Agreement with Assignment of
  Rents dated as of November 15, 2002, by TNLLC to Administrative Agent
  (covering Non-Principal Properties in Donaldsonville, Ascension Parish,
  Louisiana).
22. Mortgage and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, by MCCLP to Administrative Agent (covering Non-Principal
  Properties in Mermantu, Acadia Parish, Louisiana).
23. First Amendment to Mortgage and Security Agreement with Assignment of
  Rents dated as of November 15, 2002, by MCCLP to Administrative Agent
  (covering Non-Principal Properties in Mermantu, Acadia Parish, Louisiana).
24. (Non-Principal Properties) Deed of Trust and Security Agreement with
  Assignment of Rents dated as of April 20, 2000, by MCCLP to Roberta M.
  Harris, for the benefit of Administrative Agent (covering Non-Principal
  Properties in Meridian, Lauderdale County, Mississippi).
25. (Non-Principal Properties) First Amendment to Deed of Trust and Security
  Agreement with Assignment of Rents dated as of November 15, 2002, by
  MCCLP to Roberta M. Harris, for the benefit of Administrative Agent (covering
  Non-Principal Properties in Meridian, Lauderdale County, Mississippi).
26. (Non-Principal Properties) Deed of Trust and Security Agreement with
  Assignment of Rents dated as of April 20, 2000, by MCC and MCCLP to Roberta M.
  Harris, for the benefit of Administrative Agent (covering Non-Principal
  Properties in New Albany, Union County, Mississippi).
27. (Non-Principal Properties) First Amendment to Deed of Trust and Security
  Agreement with Assignment of Rents dated as of November 15, 2002, by MCC and
  MCCLP to Roberta M. Harris, for the benefit of Administrative Agent (covering
  Non-Principal Properties in New Albany, Union County, Mississippi).
28. (Non-Principal Properties ) Deed of Trust and Security Agreement with
  Assignment of Rents dated as of April 20, 2000, by MCC and MPC to Roberta M.
  Harris, for the benefit of Administrative Agent (covering Non-Principal
  Properties in Pascagoula, Jackson County, Mississippi).
29. (Non-Principal Properties ) First Amendment to Deed of Trust and Security
  Agreement with Assignment of Rents dated as of November 15, 2002, by MCC and
  MPC to Roberta M. Harris, for the benefit of Administrative Agent (covering
  Non-Principal Properties in Pascagoula, Jackson County, Mississippi).
30. (Non-Principal Properties) Deed of Trust and Security Agreement with
  Assignment of Rents dated as of April 20, 2000, by MCC and MNLLC to Roberta M.
  Harris, for the benefit of Administrative Agent (covering Non-Principal
  Properties in Yazoo County, Mississippi).
31. (Non-Principal Properties) First Amendment to Deed of Trust and Security
  Agreement with Assignment of Rents dated as of May 11, 2000, by MCC and MNLLC
  to Roberta M. Harris, for the benefit of Administrative Agent (covering
  Non-Principal Properties in Yazoo County, Mississippi).
32. (Non-Principal Properties) Second Amendment to Deed of Trust and Security
  Agreement with Assignment of Rents dated as of November 15, 2002, by MCC and
  MNLLC to Roberta M. Harris, for the benefit of Administrative Agent (covering
  Non-Principal Properties in Yazoo County, Mississippi).
33. Deed of Trust and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, by EPI and MPI to Mark K. Adams, for the benefit of
  Administrative Agent (covering Non-Principal Properties in Eddy County, New
  Mexico).
34. First Amendment to Deed of Trust and Security Agreement with Assignment of
  Rents dated as of November 15, 2002, by EPI and MPI to Mark K. Adams, for the
  benefit of Administrative Agent (covering Non-Principal Properties in Eddy
  County, New Mexico).
35. Deed of Trust and Security Agreement with Assignment of Rents dated as of
  April 20, 2000, by EPI and MPI to Mark K. Adams, for the benefit of
  Administrative Agent (covering Non-Principal Properties in Lea County, New
  Mexico).
36. First Amendment to Deed of Trust and Security Agreement with Assignment of
  Rents dated as of November 15, 2002, by EPI and MPI to Mark K. Adams, for
  the benefit of Administrative Agent (covering Non-Principal Properties in Lea
  County, New Mexico).

---

EXHIBIT J

FARMLAND MISSCHEM PROJECTCONTINGENT OBLIGATIONS



Each sponsor has agreed, pursuant to the terms of the Offtake
  Agreement, to pay for each ton of ammonia produced by the project at either
  (a) market price (determined by reference to an index) less 5 percent, or
  (b) a floor price of $120 per ton (years 1-5) and $115 per ton (years
  6-12). The obligation continues for two years beyond the expiration of the
  term facility for 12 years to allow for any delays in the retirement of the
  Term debt.

The Offtake Agreement requires that the sponsors take 100%
  (50% by each sponsor) of all ammonia produced by the project. In the event
  that the Borrower does not take its allocation of product when scheduled, the
  Offtake Agreement requires that payment be made at the then-prevailing price.
  Should the project temporarily stop producing product as a consequence of the
  Borrower's failure to take product, the Borrower is obligated to pay for the
  product and receive a credit against future production.

The lenders have required that the project participate in an
  interest rate hedging program in order to reduce the interest rate risk to the
  project. The Borrower is obligated to participate as a swap counterparty in
  any interest rate hedging arrangement that may be required by the lenders of
  the project. The Borrower's liability is limited to its pro rata share
  of its participation as a swap counterparty.

The sponsors have agreed to pay the expenses of the lenders
  in connection with the financing of the project, which include, but are not
  limited to, lenders' attorneys' fees, the fees for the independent engineer,
  the environmental consultant and the economic analyst.

> The sponsors have agreed to fund the project's debt service
> reserve account with the posting of a letter of credit in an amount equal to
> nine months' debt service. The obligation continues until the project's debt
> service reserve account has been fully funded with cash and is equal to nine
> months' debt service. The Borrower's obligation is 50% of the debt service
> reserve account.

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EXHIBIT K

MISSISSIPPI CHEMICAL CORPORATIONFIRST AMENDMENT TO SECURITY
AGREEMENT

This First Amendment to Security
Agreement (herein, the "Amendment") is entered into as of
November 15, 2002, by and among Mississippi Chemical Corporation, a
Mississippi corporation (the "Borrower"), and MissChem Nitrogen, L.L.C.,
a Delaware limited liability company ("MissChem LLC") and Mississippi
Nitrogen, Inc., a Delaware corporation ("Mississippi Nitrogen"; MissChem
LLC and Mississippi Nitrogen, together with their successors and assigns, being
collectively referred to herein as the "Guarantors"), and the other
parties executing this Amendment under the heading "Debtors" (the Borrower, the
Guarantors and such other parties being hereinafter referred to collectively as
the "Debtors" and individually as a "Debtor"), and Harris Trust
and Savings Bank, an Illinois banking corporation ("HTSB"), acting as
administrative agent for the Secured Creditors hereinafter identified and
defined (HTSB acting as such administrative agent and any successor or
successors to HTSB acting in such capacity being hereinafter referred to as the
"Agent") .

PRELIMINARY STATEMENTS

A.     The
Debtors and the Agent entered into a certain Security Agreement, dated as of
February 24, 2000, as amended (the "Security Agreement"). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Security Agreement.

B.     Concurrently
herewith the Borrower, the Agent and the Lenders are amending and restating the
Credit Agreement pursuant to an Amended and Restated Credit Agreement of even
date herewith (such Amended and Restated Credit Agreement, as the same has been
and hereafter may be supplemented, amended, modified or restated from time to
time being hereinafter referred to as the "Restated Credit
Agreement").

C.     As a
condition to entering into the Restated Credit Agreement, the Secured Creditors
have required, among other things, that the Debtors and the Agent amend the
Security Agreement on the term s and conditions set forth in this Amendment.

NOW, THEREFORE, for and in
consideration of the execution and delivery by the Secured Creditors of the
Restated Credit Agreement, and other good and valuable consideration, receipt
whereof is hereby acknowledged, the parties hereto hereby agree as follows:

1.     All
references in the Security Agreement to the Credit Agreement shall be deemed
references to the Restated Credit Agreement.

2.     Paragraph
C under the Preliminary Statements contained in the Security Agreement shall be
amended to read as follows:

"C.     The Borrower and the other
Debtors may from time to time (i) enter into one or more interest rate
exchange, swap, cap, collar, floor or other similar agreements, one or more
commodity swaps or other similar agreements and one or more foreign currency
contracts, currency swap contracts or other similar agreements with one or more
of the Lenders party to the Credit Agreement, or their affiliates, for the
purpose of hedging or otherwise protecting the Borrower against interest rate,
commodity and foreign currency exposure (the liability of the Borrower and the
other Debtors in respect of such agreements with such Lenders and their
affiliates being hereinafter referred to as the "Hedging Liability"), and
(ii) enter into one or more agreements with the Lenders, or their
affiliates, with respect to the execution or processing of electronic transfer
of funds by automatic clearing house transfer, wire transfer or otherwise to or
from any deposit account of any of such Debtors now or hereafter maintained with
any of the Lenders or their affiliates, the acceptance for deposit or the
honoring for payment of any check, draft or other item with respect to any such
deposit accounts, and other deposit, disbursement, and cash management services
afforded to any Debtor by any of the Lenders or their affiliates (such
agreements as the same may be amended or modified from time to time being
hereinafter referred to as "Funds Transfer and Deposit Account
Agreements" and the liability of the Debtors in respect of such Funds
Transfer and Deposit Account Agreements being hereinafter referred to as
"Funds Transfer and Deposit Account Liability")."

3.     Section
2 of the Security Agreement shall be amended to read as follows:

"Section 2.     Grant of
Security Interest in the Collateral; Obligations Secured. (a) Each
Debtor hereby grants to the Agent for the benefit of the Secured Creditors a
lien on and security interest in, and right of set-off against, and
acknowledges and agrees that the Agent has and shall continue to have for the
benefit of the Secured Creditors a continuing lien on and security interest in,
and right of set-off against, any and all right, title and interest of each
Debtor, whether now owned or existing or hereafter created, acquired or arising,
in all personal property (except such personal property as is specifically
excepted below) of each Debtor, including all of the following:

(a)     Accounts
(including Health-Care-Insurance Receivables, if any);

(b)     Chattel
Paper;

(c)     Instruments
(including Promissory Notes);

(d)     Documents;

(e)     General
Intangibles (including Payment Intangibles and Software, all tax refunds, and
all patents, trademarks, copyrights and similar intellectual property rights,
and all applications and registrations therefor, and all goodwill of the
business connected with or represented thereby);

(f)     Letter-of-Credit
Rights;

(g)     Supporting
Obligations;

(h)     Deposit
Accounts;

(i)     Investment
Property (including certificated and uncertificated Securities, Securities
Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts),
but excluding investments in (A) the Bank for Cooperatives, Houston Ammonia
Terminal, L.P., Farmland MissChem Limited and FMCL Limited Liability Company,
(B) MissChem Trinidad Limited, MissChem (Barbados) SRL and MissChem Holdings
Inc. to the extent the ability of any Debtor that is an owner thereof to
encumber its equity interest therein is subject to any contractual prohibition,
(C) any joint ventures (or other investments) that are not Subsidiaries to the
extent the ability of any Debtor that is a joint venturer therein to encumber
its equity interests in such joint venture is subject to any contractual
prohibition, and (D) the capital stock, partnership interests, limited liability
company interests and all other equity interests of every type and nature
whatsoever in Significant Subsidiaries (as defined in the Senior Note Indenture)
of the Borrower and their subsidiaries;

(j)     Inventory
(other than parts that are subject to a parts pooling agreement);

(k)     Equipment
(including all software, whether or not the same constitutes embedded software,
used in the operation thereof but excluding parts that are subject to a parts
pooling agreement and fixtures);

(l)     Commercial
Tort Claims (as described on one or more supplements to this Agreement);

(m)     All
rights to merchandise and other Goods (including rights to returned or
repossessed Goods and rights of stoppage in transit) which is represented by,
arises from, or relates to any of the foregoing;

(n)     All
personal property and interests in personal property of such Debtor of any kind
or description now held by any Secured Creditor or at any time hereafter
transferred or delivered to, or coming into the possession, custody or control
of, any Secured Creditor, or any agent or affiliate of any Secured Creditor,
whether expressly as collateral security or for any other purpose (whether for
safekeeping, custody, collection or otherwise), and all dividends and
distributions on or other rights in connection with any such property;

(o)     All
supporting evidence and documents relating to any of the above-described
property, including, without limitation, computer programs, disks, tapes and
related electronic data processing media, and all rights of such Debtor to
retrieve the same from third parties, written applications, credit information,
account cards, payment records, correspondence, delivery and installation
certificates, invoice copies, delivery receipts, notes and other evidences of
indebtedness, insurance certificates and the like, together with all books of
account, ledgers, and cabinets in which the same are reflected or
maintained;

(p)     All
Accessions and additions to, and substitutions and replacements of, any and all
of the foregoing; and

(q)     All
Proceeds and products of the foregoing, and all insurance of the foregoing and
proceeds thereof;

all of the foregoing being herein sometimes referred to as the
"Collateral", provided, however, that in no event shall the
Collateral include any Principal Properties or any proceeds or products thereof.
All terms which are used in this Agreement which are defined in the Uniform
Commercial Code of the State of Illinois as in effect from time to time
("UCC") shall have the same meanings herein as such terms are defined in
the UCC, unless this Agreement shall otherwise specifically provide. For
purposes of this Agreement, the term "Receivables" means all rights to
the payment of a monetary obligation, whether or not earned by performance, and
whether evidenced by an Account, Chattel Paper, Instrument, General Intangible,
or otherwise.

(b)     This
Agreement is made and given to secure, and shall secure, the prompt payment and
performance when due of (i) any and all indebtedness, obligations and
liabilities of the Debtors, and of any of them individually, to the Secured
Creditors, and to any of them individually, under or in connection with or
evidenced by the Credit Agreement, the Notes of the Borrower heretofore or
hereafter issued under the Credit Agreement and the obligations of the Borrower
to reimburse the Secured Creditors for the amount of all drawings on all L/Cs
issued pursuant to the Credit Agreement, and all other obligations of the
Borrowers under any and all applications for L/Cs, and any and all liability of
the Debtors, and of any of them individually, arising under or in connection
with or otherwise evidenced by agreements with any one or more of the Secured
Creditors or their affiliates with respect to any Hedging Liability, and any and
all liability of the Debtors, and of any of them individually, arising under or
in connection with or otherwise evidenced by agreements with any one or more of
the Secured Creditors or their affiliates with respect to any Funds Transfer and
Deposit Account Liability, and any and all liability of the Debtors, and of any
of them individually, arising under any guaranty issued by it relating to the
foregoing or any part thereof, in each case whether now existing or hereafter
arising (and whether arising before or after the filing of a petition in
bankruptcy and including all interest accrued after the petition date), due or
to become due, direct or indirect, absolute or contingent, and howsoever
evidenced, held or acquired, and (ii) any and all expenses and charges,
legal or otherwise, suffered or incurred by the Secured Creditors, and any of
them individually, in collecting or enforcing any of such indebtedness,
obligations and liabilities or in realizing on or protecting or preserving any
security therefor, including, without limitation, the lien and security interest
granted hereby (all of the indebtedness, obligations, liabilities, expenses and
charges described above being hereinafter referred to as the
"Obligations"). Notwithstanding anything in this Agreement to the
contrary, the right of recovery against any Debtor under this Agreement shall
not exceed $1.00 less than the lowest amount which would render such Debtor's
obligations under this Agreement void or voidable under applicable law,
including fraudulent conveyance law.

4.     Section
3(a) of the Security Agreement shall be amended by adding the following
provision thereto as the last sentence thereof:

"No Debtor shall change its state of organization without the
Agent's prior written consent."

5.     Section
9(b) of the Security Agreement shall be amended by adding the following
provision thereto as the last sentence thereof:

"The Agent may sell or otherwise dispose of the Collateral
without giving any warranties as to the Collateral or any part thereof,
including disclaimers of any warranties of title or the like, and each Debtor
acknowledges and agrees that the absence of such warranties shall not render the
disposition commercially unreasonable."

6.     Without
limiting the foregoing, each Debtor hereby agrees that, notwithstanding the
execution and delivery hereof, (i) all rights and remedies of the Agent under
the Security Agreement, (ii) any liens or security interests created or provided
for thereunder and (iii) all obligations of the Debtors thereunder are, and as
amended hereby shall remain, in full force and effect for the benefit and
security of all the Obligations. Nothing herein contained shall in any manner
affect or impair the liens and security interest created and provided for by the
Security Agreement as to the indebtedness which would be secured thereby prior
to giving effect hereto.

7.     Each
Debtor hereby repeats and reaffirms all covenants, agreements, representations
and warranties contained in the Security Agreement as amended hereby, each and
all of which covenants, agreements, representations and warranties are and shall
remain applicable to the Collateral and all the Obligations; provided, that (a)
the reference to collateral locations described in Schedule A shall be deemed to
include additional collateral locations previously disclosed to Agent, and (b)
all references to TNI Barge, Inc., Mississippi Investments, Inc. and NSI Land,
Inc. in the Security Agreement and Schedules shall be deemed deleted.

8.     Reference
to this specific Amendment need not be made in any note, document, letter,
certificate, the Credit Agreement, the Guaranties, the Security Agreement or any
communication issued or made pursuant to or with respect to the Credit
Agreement, the Guaranties, or the Security Agreement, any reference to the
Security Agreement being sufficient to refer to the Security Agreement as
amended hereby.

9.     This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterparts, all of which taken together shall constitute
one and the same agreement. Any of the parties hereto may execute this Amendment
by signing any such counterpart and each of such counterparts shall for all
purposes be deemed to be an original. This Amendment shall be governed by the
internal laws of the State of Illinois.

Upon the execution hereof by the
Agent and the Debtors in the manner hereinafter set forth, this Amendment shall
be a contract between said parties for the purposes hereinabove set forth.

DEBTORS:

MISSISSIPPI
CHEMICAL CORPORATION

By       /s/
Timothy A.
Dawson              
   Senior Vice President & Chief Financial                  
Officer

MISSCHEM NITROGEN, L.L.C.

By       /s/ Timothy A.
Dawson          Vice President
of Finance and           
Treasurer

MISSISSIPPI NITROGEN, INC.

By       /s/ Timothy A.
Dawson          Vice President
of Finance and           
Treasurer

TRIAD NITROGEN, L.L.C.

By       /s/ Timothy A.
Dawson          Vice President
of Finance and           
Treasurer

MISSISSIPPI PHOSPHATES CORPORATION

By       /s/ Timothy A.
Dawson          Vice President
of Finance and           
Treasurer

MISSISSIPPI POTASH, INC.

By        /s/ Timothy A.
Dawson           Vice
President of Finance and            
Treasurer

EDDY POTASH, INC.

By       /s/ Timothy A.
Dawson          Vice President of
Finance and            Treasurer

MISSISSIPPI
CHEMICAL MANAGEMENT                                                                                                      
COMPANY

By      /s/ Timothy A.
Dawson                                                                                                           
Vice President
of Finance and Treasurer

MISSISSIPPI CHEMICAL COMPANY, L.P.BY MISSISSIPPI CHEMICAL MANAGEMENT
COMPANY,       GENERAL PARTNER

By    /s/ Timothy A.
Dawson       Vice President
of Finance and  Treasurer

Accepted and agreed to as of the date first written above.

HARRIS TRUST AND SAVINGS BANK, as Agent

By       /s/ Lawrence A.
Mizera     Its   Vice
President

---

EXHIBIT LMISSISSIPPI CHEMICAL CORPORATION

FIRST AMENDMENT TO PLEDGE AGREEMENT

This First Amendment to
Pledge Agreement (herein, the "Amendment") is entered into as of
November 15, 2002, by and among Mississippi Chemical Corporation, a
Mississippi corporation (the "Borrower"), and Mississippi Chemical
Management Company, a Delaware corporation ("MCMC") and Mississippi
Nitrogen, Inc., a Delaware corporation ("Mississippi Nitrogen"; the
Borrower, MCMC and Mississippi Nitrogen, together with their successors and
assigns, being collectively referred to herein as the "Pledgors" and
individually as a "Pledgor"), and Harris Trust and Savings Bank, an
Illinois banking corporation ("HTSB"), acting as administrative agent for
the Secured Creditors hereinafter identified and defined (HTSB acting as such
administrative agent and any successor or successors to HTSB acting in such
capacity being hereinafter referred to as the "Agent") .

PRELIMINARY STATEMENTS

A.     The
Pledgors and the Agent entered into a certain Pledge Agreement, dated as of
February 24, 2000, as amended (the "Pledge Agreement"). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Pledge Agreement.

B.     Concurrently
herewith the Borrower, the Agent and the Lenders are amending and restating the
Credit Agreement pursuant to an Amended and Restated Credit Agreement of even
date herewith (such Amended and Restated Credit Agreement, as the same has been
and hereafter may be supplemented, amended, modified or restated from time to
time being hereinafter referred to as the "Restated Credit
Agreement").

C.     As a
condition to entering into the Restated Credit Agreement, the Secured Creditors
have required, among other things, that the Pledgors and the Agent amend the
Pledge Agreement on the term s and conditions set forth in this Amendment.

NOW, THEREFORE, for and in
consideration of the execution and delivery by the Secured Creditors of the
Restated Credit Agreement, and other good and valuable consideration, receipt
whereof is hereby acknowledged, the parties hereto hereby agree as follows:

1.     All
references in the Pledge Agreement to the Credit Agreement shall be deemed
references to the Restated Credit Agreement, all reference if the Pledge
Agreement to the Guarantors shall be deemed references to the Guarantors (as
defined in the Restated Credit Agreement) and all references in the Pledge
Agreement to the Guaranty shall be deemed references to the Restated Guaranty
(as defined in the Restated Credit Agreement).

2.     Section
3 of the Pledge Agreement shall be amended to read as follows:

"Section 3.     Obligations
Hereby Secured. This Agreement is made and given to secure, and shall
secure, the prompt payment and performance when due of (i) the principal of
and interest on the B Loans as and when the same become due and payable (whether
by lapse of time, acceleration or otherwise) and the payment and performance by
the Guarantors of all of their indebtedness, obligations and liabilities under
the Guaranty relating only to the B Loans, and (ii) any and all expenses
and charges, legal or otherwise, suffered or incurred by the Secured Creditors,
and any of them individually, in collecting or enforcing any of such
indebtedness, obligations and liabilities described in the foregoing
clause (i) or in realizing on or protecting or preserving any security
therefor, including, without limitation, the lien and security interest granted
hereby (all of the indebtedness, obligations, liabilities, expenses and charges
described above being hereinafter referred to as the "Obligations");
provided that the items described in clause (ii) above included in the
Obligations shall not exceed $1.00 less than the lowest amount that would cause
the aggregate amount of all Obligations to equal or exceed 15% of the Borrower's
Consolidated Net Tangible Assets on the date such items are incurred. This
Agreement is given on the express condition that in no event will this Agreement
secure any indebtedness, obligation and liabilities of the Borrower or the
Guarantors other than with respect to the principal of and interest on the B
Loans and amounts described in clause (ii) above relating thereto, and in
particular this Agreement will not secure the A Loans or any sums owing in
respect of L/Cs issued pursuant to the Credit Agreement and the Applications or
any Hedging Liability. Notwithstanding anything in this Agreement to the
contrary, the right of recovery against any Pledgor under this Agreement (other
than the Borrower to which this limitation shall not apply) shall not exceed
$1.00 less than the lowest amount which would render such Pledgor's obligations
under this Agreement void or voidable under applicable law, including fraudulent
conveyance law."

3.     Section
9(b) of the Pledge Agreement shall be amended by adding the following provision
thereto as the last sentence thereof:

"The Agent may sell or otherwise dispose of the Collateral
without giving any warranties as to the Collateral or any part thereof,
including disclaimers of any warranties of title or the like, and each Pledgor
acknowledges and agrees that the absence of such warranties shall not render the
disposition commercially unreasonable."

4.     Schedule
A to the Pledge Agreement is amended to delete all references therein to MCC
Investments, Inc.

5.     Without
limiting the foregoing, each Pledgor hereby agrees that, notwithstanding the
execution and delivery hereof, (i) all rights and remedies of the Agent under
the Pledge Agreement, (ii) any liens or security interests created or provided
for thereunder and (iii) all obligations of the Pledgors thereunder are, and as
amended hereby shall remain, in full force and effect for the benefit and
security of all the Obligations. Nothing herein contained shall in any manner
affect or impair the liens and security interest created and provided for by the
Pledge Agreement as to the indebtedness which would be secured thereby prior to
giving effect hereto.

6.     Each
Pledgor hereby repeats and reaffirms all covenants, agreements, representations
and warranties contained in the Pledge Agreement as amended hereby, each and all
of which covenants, agreements, representations and warranties are and shall
remain applicable to the Collateral and all the Obligations.

7.     Reference
to this specific Amendment need not be made in any note, document, letter,
certificate, the Credit Agreement, the Guaranties, the Pledge Agreement or any
communication issued or made pursuant to or with respect to the Credit
Agreement, the Guaranties, or the Pledge Agreement, any reference to the Pledge
Agreement being sufficient to refer to the Pledge Agreement as amended hereby.

8.     This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterparts, all of which taken together shall constitute
one and the same agreement. Any of the parties hereto may execute this Amendment
by signing any such counterpart and each of such counterparts shall for all
purposes be deemed to be an original. This Amendment shall be governed by the
internal laws of the State of Illinois.

Upon the execution hereof by the Agent and the Pledgors in the
manner hereinafter set forth, this Amendment shall be a contract between said
parties for the purposes hereinabove set forth.

PLEDGORS:

MISSISSIPPI CHEMICAL CORPORATION

By         /s/ Timothy A.
Dawson         Senior Vice President
& Chief Financial Officer

MISSISSIPPI NITROGEN, INC.

By         /s/ Timothy A.
Dawson         Vice President
of Finance and Treasurer

MISSISSIPPI CHEMICAL MANAGEMENT COMPANY

By       /s/ Timothy A.
Dawson        Vice President of Finance
and
Treasurer

Accepted and agreed to as of the date first written above.

HARRIS TRUST AND SAVINGS BANK, as Agent

By       /s/ Lawrence A.
Mizera     Its   Vice
President



---

EXHIBIT M

MISSISSIPPI CHEMICAL CORPORATION

FIRST AMENDMENT TO SECURITY AGREEMENT RE: AIRCRAFT

This First Amendment to Security Agreement Re: Aircraft
(herein, the "Amendment") is entered into as of November 15, 2002,
by and between Mississippi Chemical Corporation, a Mississippi corporation (the
"Company"), and Harris Trust and Savings Bank, an Illinois banking
corporation ("HTSB"), acting as administrative agent for the Secured
Creditors hereinafter identified and defined (HTSB acting as such administrative
agent and any successor or successors to HTSB acting in such capacity being
hereinafter referred to as the "Agent") .

PRELIMINARY STATEMENTS

A.     The
Company and the Agent entered into a certain Security Agreement Re: Aircraft,
dated as of February 24, 2000, as amended (the "Security
Agreement"). All capitalized terms used herein without definition shall have
the same meanings herein as such terms have in the Security Agreement.

B.     Concurrently
herewith the Borrower, the Agent and the Lenders are amending and restating the
Credit Agreement pursuant to an Amended and Restated Credit Agreement of even
date herewith (such Amended and Restated Credit Agreement, as the same has been
and hereafter may be supplemented, amended, modified or restated from time to
time being hereinafter referred to as the "Restated Credit
Agreement").

C.     As a
condition to entering into the Restated Credit Agreement, the Agent and the
Lenders have required, among other things, that the Debtors and the Agent amend
the Security Agreement on the term s and conditions set forth in this
Amendment.

NOW, THEREFORE, for and in
consideration of the execution and delivery by the Agent and the Lenders of the
Restated Credit Agreement, and other good and valuable consideration, receipt
whereof is hereby acknowledged, the parties hereto hereby agree as follows:

1.     All
references in the Security Agreement to the Credit Agreement shall be deemed
references to the Restated Credit Agreement.

2.     The
third "Whereas" clause contained in the Security Agreement shall be amended to
read as follows:

"Whereas, the Company may from time to time (i) enter into
one or more interest rate exchange, swap, cap, collar, floor or other similar
agreements, one or more commodity swaps or other similar arrangements, and one
or more foreign currency contracts, currency swap contracts or other similar
agreements with one or more of the Lenders party to the Credit Agreement, or
their affiliates, for the purpose of hedging or otherwise protecting the Company
against interest rate, commodity and foreign currency exposure, respectively
(the liability of the Company in respect of such agreements with such Lenders
and their affiliates being hereinafter referred to as the "Hedging
Liability"), and (ii) enter into one or more agreements with the
Lenders, or their affiliates, with respect to the execution or processing of
electronic transfer of funds by automatic clearing house transfer, wire transfer
or otherwise to or from any deposit account of the Company now or hereafter
maintained with any of the Lenders or their affiliates, the acceptance for
deposit or the honoring for payment of any check, draft or other item with
respect to any such deposit accounts, and other deposit, disbursement, and cash
management services afforded to the Company by any of the Lenders or their
affiliates (such agreements as the same may be amended or modified from time to
time being hereinafter referred to as "Funds Transfer and Deposit Account
Agreements" and the liability of the Company in respect of such Funds
Transfer and Deposit Account Agreements being hereinafter referred to as
"Funds Transfer and Deposit Account Liability")."

3.     Section
1.2 of the Security Agreement shall be amended to read as follows:

"Section 1.2.This
Agreement is made and given to secure, and shall secure, the prompt payment and
performance when due of (i) any and all indebtedness, obligations and
liabilities of the Company to the Lenders, and to any of them individually,
under or in connection with or evidenced by the Credit Agreement, the Notes of
the Company heretofore or hereafter issued under the Credit Agreement and the
obligations of the Company to reimburse the Lenders for the amount of all
drawings on all L/Cs issued pursuant to the Credit Agreement, and all other
obligations of the Company under any and all applications for L/Cs, and any and
all liability of the Company arising under or in connection with or otherwise
evidenced by agreements with any one or more of the Lenders or their affiliates
with respect to any Hedging Liability, and any and all liability of the Company
arising under or in connection with or otherwise evidenced by Funds Transfer and
Deposit Account Agreements with any one or more of the Lenders or their
affiliates with respect to any Funds Transfer and Deposit Account Liability, and
any and all liability of the Company arising under any guaranty issued by it
relating to the foregoing or any part thereof, in each case whether now existing
or hereafter arising (and whether arising before or after the filing of a
petition in bankruptcy and including all interest accrued after the petition
date), due or to become due, direct or indirect, absolute or contingent, and
howsoever evidenced, held or acquired, and (ii) any and all expenses and
charges, legal or otherwise, suffered or incurred by the Agent and the Lenders,
and any of them individually, in collecting or enforcing any of such
indebtedness, obligations and liabilities or in realizing on or protecting or
preserving any security therefor, including, without limitation, the lien and
security interest granted hereby (all of the indebtedness, obligations,
liabilities, expenses and charges described above being hereinafter referred to
as the "Secured Obligations")."

4.     Section
2.1 of the Security Agreement shall be amended by adding the following provision
thereto as the last sentence thereof:

"The Company shall not change its state of organization without
the Agent's prior written consent."

5.     Section
4.2 of the Security Agreement shall be amended by adding the following provision
thereto as the last sentence thereof:

"The Agent may sell or otherwise dispose of the Collateral
without giving any warranties as to the Collateral or any part thereof,
including disclaimers of any warranties of title or the like, and the Company
acknowledges and agrees that the absence of such warranties shall not render the
disposition commercially unreasonable."

6.     Without
limiting the foregoing, the Company hereby agrees that, notwithstanding the
execution and delivery hereof, (i) all rights and remedies of the Agent under
the Security Agreement, (ii) any liens or security interests created or provided
for thereunder and (iii) all obligations of the Company thereunder are, and as
amended hereby shall remain, in full force and effect for the benefit and
security of all the Secured Obligations. Nothing herein contained shall in any
manner affect or impair the liens and security interest created and provided for
by the Security Agreement as to the indebtedness which would be secured thereby
prior to giving effect hereto.

7.     The
Company hereby repeats and reaffirms all covenants, agreements, representations
and warranties (except to the extent such representations and warranties
contemplate two aircraft (it being acknowledged that one aircraft has been
released from the security interest granted to the Agent under the Security
Agreement)) contained in the Security Agreement as amended hereby, each and all
of which covenants, agreements, representations and warranties (except as
aforesaid) are and shall remain applicable to the Collateral and all the Secured
Obligations.

8.     Reference
to this specific Amendment need not be made in any note, document, letter,
certificate, the Credit Agreement, the Guaranties, the Security Agreement or any
communication issued or made pursuant to or with respect to the Credit
Agreement, the Guaranties, or the Security Agreement, any reference to the
Security Agreement being sufficient to refer to the Security Agreement as
amended hereby.

9.     This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterparts, all of which taken together shall constitute
one and the same agreement. Any of the parties hereto may execute this Amendment
by signing any such counterpart and each of such counterparts shall for all
purposes be deemed to be an original. This Amendment shall be governed by the
internal laws of the State of Illinois.

Upon the execution hereof by the
Agent and the Company in the manner hereinafter set forth, this Amendment shall
be a contract between said parties for the purposes hereinabove set forth.

MISSISSIPPI CHEMICAL CORPORATION

By       /s/ Timothy A.
Dawson      Senior Vice President & Chief
Financial
Officer

Accepted and agreed to as of the date first written above.

HARRIS TRUST AND SAVINGS BANK, as Agent

By       /s/ Lawrence A.
Mizera     Its   Vice President



---



EXHIBIT N

MISSISSIPPI CHEMICAL CORPORATION

BORROWING BASE REPORT($ IN 000'S)COMPUTATION DATE AS OF
_____________________

|Schedule |                                                                                         |             |          |  |  |  | 
|-------- | --------------------------------------------------------------------------------------- | ----------- | -------- |  |  |  | 
|I        | Eligible Accounts Receivable                                                            | $           |         
|         | Accounts Receivable Advance Rate                                                        | 85%         |         
|         | Accounts Receivable in Borrowing Base                                                   |             | $       
|         |                                                                                         |             |          |  |  |  | 
|II       | Eligible Product Inventory                                                              | $           |         
|         | Product Inventory Advance Rate                                                          | 65%         |         
|         | Product Inventory in Borrowing Base                                                     | $           |         
|         | Maximum of $45,000                                                                      | $45,000     |         
|         | Lower of Borrowing Base or Maximum                                                      |             | $       
|         |                                                                                         |             |          |  |  |  | 
|III      | Eligible Spare Parts Inventory                                                          | $           |         
|         | Spare Parts Inventory Advance Rate                                                      | 50%         |         
|         | Spare Parts Inventory in Borrowing Base                                                 | $           |         
|         | Combined Maximum for III and IV of $15,000                                              | $15,000     |         
|         | Lower of Borrowing Base or Maximum                                                      |             | $       
|         |                                                                                         |             |          |  |  |  | 
|IV       | Non-Principal Properties in Borrowing Base                                              |             | $       
|         | Combined Maximum for III and IV of $15,000                                              | $           |         
|         |                                                                                         |             |         
|V        | Other Advance Amount                                                                    |             |         
|         | ($105,000,000 reduced by amount of permanent commitment
      reductions)               | $           |         
|         | Required Excess Availability                                                            | $__________ |         
|         | Total Borrowing Base (TBB) (sum of I through V minus Required Excess
      Availability |             | $       
|         |                                                                                         |             |          |  |  |  | 
|         | Revolving Credit Commitments (RCC)                                                      |             | $165,000
|         |                                                                                         |             |          |  |  |  | 
|         | Lower of TBB or RCC                                                                     |             | $       
|         |                                                                                         |             |          |  |  |  | 
|         |                                                                                         |             |          |  |  |  | 
|         | Total Available                                                                         |             | $       
|         |                                                                                         |             |          |  |  |  | 
|         | Less Loans and Letters of Credit Outstanding                                            |             | $       
|         |                                                                                         |             |          |  |  |  | 
|         | Net Available                                                                           |             | $       

---



SCHEDULE I TO THE BORROWING BASEMISSISSIPPI CHEMICAL
CORPORATIONCALCULATION OF ELIGIBLE ACCOUNTS RECEIVABLECOMPUTATION AS OF
________________

|A/R's on The Aging Summary as of Prior Borrowing
      Base Report Dates |   | $
|------------------------------------------------------------------------ | - | -
|Additions:                                                               |   |  
|New Sales                                                                | $ |  
|Miscellaneous                                                            | $ |  
|Total Gross Additions                                                    |   | $
|Deductions                                                               |   |  
|Collections                                                              | $ |  
|Discounts Allowed                                                        | $ |  
|Credit Memos                                                             | $ |  
|Miscellaneous                                                            | $ |  
|Total Gross Deductions                                                   |   | $
|A/R's on The Aging Summary as of (Computation Date)                      |   | $
|                                                                         |   |  
|Subtract Ineligibles                                                     |   |  
|Ineligible Foreign Receivables                                           | $ |  
|Receivables with offsets in accounts payable                             | $ |  
|Receivables 120 or more days from invoice date                           | $ |  
|Government Receivables                                                   | $ |  
|Other Ineligibles                                                        | $ |  
|                                                                         |   |  
|Subtotal                                                                 |   | $
|Receivables above allowed concentration limits                           |   | $
|                                                                         |   |  
|Total Eligible Receivables                                               |   | $
|                                                                         |   |  
|                                                                         |   |  
|Accounts Receivable
Reconciliation                                      
|Accounts Receivable on Aging Summary as of Computation
      Date        | $
|Add (Subtract) The Following Adjustments To The Aging Summary            |  
|Non-Trade Receivables                                                    | $ |  
|Swaps                                                                    | $ |  
|Payments posted after closing on A/R Subsidiary                          | $ |  
|Credit balances reclassed to accounts payable                            | $ |  
|Other:                                                                   | $ |  
|Accounts Receivable As of Computation Date                               | $
|                                                                         |   |  



---

MISSISSIPPI CHEMICAL CORPORATIONACCOUNTS RECEIVABLE
CONCENTRATION REPORTCOMPUTATION AS OF __________________

|10 Largest Obligors | Balance | Concentration Limit | Excess Concentration
|------------------- | ------- | ------------------- | --------------------
|                    | $       | $                   | $                   
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|                    |         |                     |                     
|Totals              | $       | $                   | $                   

MISSISSIPPI CHEMICAL CORPORATIONFOREIGN ACCOUNTS
REPORTCOMPUTATION AS OF _________________

|Foreign Obligors | Account Balance | Amount Insured or Covered by LOC's | Ineligible Amounts
|---------------- | --------------- | ---------------------------------- | ------------------
|                 | $               | $                                  | $                 
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|                 |                 |                                    |                   
|Totals           | $               | $                                  | $                 



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SCHEDULE II TO THE BORROWING BASEMISSISSIPPI CHEMICAL
CORPORATIONCALCULATION OF ELIGIBLE PRODUCT INVENTORYCOMPUTATION AS OF
________________

|Raw Materials (See attached)                | $
|------------------------------------------- | -
|Work In Process                             | $
|Finished Products Inventory (See attached)  | $
|Spare Parts Inventory                       | $
|Total Inventories as of Computation Date    | $
|                                            |  
|Less:                                       |  
|Spare Parts Inventory                       | $
|Damaged or Obsolete Inventory               | $
|Consignment Inventory not covered by Waiver | $
|Work in Process                             | $
|Total Eligible Product Inventory            | $



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SCHEDULE III TO THE BORROWING BASEMISSISSIPPI CHEMICAL
CORPORATIONCALCULATION OF ELIGIBLE SPARE PARTS INVENTORYCOMPUTATION AS
OF ______________

|                                              |   |   |  |  |  |  | 
|--------------------------------------------- | - | - |  |  |  |  | 
|Spare Parts Inventory as of (Prior Month End) | $
|Appraised Value of Spare Parts Inventory      |   | $
|Lesser of two values above                    |   | $
|                                              |   |   |  |  |  |  | 
|Less:                                         |   |  
|Damaged or obsolete parts                     | $ |  
|Inventory not covered by waivers              | $ |  
|Total Eligible Spare Parts Inventory          |   | $
|                                              |   |   |  |  |  |  | 



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SCHEDULE IV TO THE BORROWING BASEMISSISSIPPI CHEMICAL
CORPORATIONCALCULATION OF OTHER ADVANCE AMOUNTCOMPUTATION AS OF
_____________

|(a) 105,000,000                           | $
|----------------------------------------- | -
|(b) Less: Permanent Commitment Reductions | $
|(c) Other Advance Amount                  | $



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SCHEDULE V TO THE BORROWING BASEMISSISSIPPI CHEMICAL
CORPORATIONCALCULATION OF NON-PRINCIPAL PROPERTIES IN BORROWING
BASECOMPUTATION AS OF ______________

|Appraised Orderly Liquidation Value of Non-Principal
      Properties | $      
|--------------------------------------------------------------------- | -------
|Advance Rate                                                          | 75%    
|Availability Based on Non-Principal Properties                        | $      
|Combined Maximum of $15,000                                           | $15,000
|Lower of Availability or Maximum                                      | $      
|                                                                      |        
|                                                                      |        
|                                                                      |        



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EXHIBIT O

NON-PRINCIPAL PROPERTIES



1. Inventory.
2. Accounts receivable.
3. All other Non-Principal Property not specified in Part 2 below.



PART 2.  EXCLUDED NON-PRINCIPAL PROPERTY.

1. Property excluded from the granting clauses of any of the Security
  Documents.
2. Real Estate and improvements located in Barbour County, Alabama and
  Montgomery County, Alabama.
3. Property which is subject to a contractual prohibition on being
encumbered.
4. An undivided interest in 680.40 acres of undeveloped real estate located
  in Yazoo County, Mississippi described in Yazoo County real estate records in
  Warranty Deed Book 211A Pages 648, 653, 658, 660, 661 and 662.

EXHIBIT P

CERTIFICATE REGARDING COMPUTATION OF CONSOLIDATED NET TANGIBLE
ASSETS

This Certificate Regarding
Computation of Consolidated Net Tangible Assets is furnished to Harris Trust and
Savings Bank and the other Banks (collectively, the "Banks") and Harris
Trust and Savings Bank as Administrative Agent (the "Administrative
Agent") for the Banks, pursuant to that certain Amended and Restated Credit
Agreement dated as of November 15, 2002, as amended by and among
Mississippi Chemical Corporation, a Mississippi corporation (the
"Borrower"), the Administrative Agent and the Banks (the
"Agreement"). Unless otherwise defined herein, the terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.

The Undersigned Hereby Certifies
That:

1.     I
am the duly elected [President]or [Chief Financial Officer] of the
Borrower;

2.     The
following is a computation of the Borrower's Consolidated Net Tangible Assets as
of __________, ______:

|(a) Total Consolidated Assets
      of Mississippi Chemical Corporation                                                   | $  
|------------------------------------------------------------------------------------------------------------------------- | ---
|(b) Less: Intangible Assets                                                                                               | $  
|(c) Consolidated Net Tangible Assets                                                                                      | $  
|(d) Advance Rate                                                                                                          | 15%
|(e) B Loan Availability Reserve                                                                                           | $  
|(f) Availability Based on Consolidated Net Tangible Assets
      (product of       lines (c) and (d) less
      line (e)) | $  

3.     The
foregoing computation is made in accordance with the requirements of the Senior
Note Indenture.

The foregoing certifications and
computations are made and delivered this _______ day of ___________________,
_____.





_________________________________________[President] or [Chief Financial
Officer of The   Borrower]

SCHEDULE
5.3LITIGATION

[NONE]



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SCHEDULE 7.23CERTAIN EXISTING
RESTRICTIONS ON SUBSIDIARIES

1.     Restrictions
contained in documents evidencing or governing industrial revenue bonds issued
for the benefit of Mississippi Phosphates Corporation which restrict the use of
the proceeds of such industrial revenue bonds.

2.     Deed
of Charge (Shares and Securities) dated as of November 10, 1998, among
JPMorgan Chase Bank, as collateral trustee (the "Collateral Trustee"),
the Borrower and certain of its Subsidiaries, Farmland Industries, Inc. and
certain of its Subsidiaries, and FMCL.

3.     Subordination
Agreement dated as of November 10, 1998, among Ex-Im Bank, MissChem
Trinidad Limited and FMCL.

4.     Unanimous
Shareholders Agreement dated as of November 10, 1998, among MissChem
Trinidad Limited, MissChem Barbados, SRL and the Collateral Trustee.

5.     Amended
and Restated Shareholders Agreement dated as of November 10, 1998, among
Farmland Industries, Inc. and certain of its Subsidiaries and the Borrower and
certain of its Subsidiaries.

6.     Limited
Liability Company Agreement of FMCL LLC dated April 1, 1998, as amended on
November 10, 1998.

7.     Limited
partnership agreement of Houston Ammonia Terminal, L.P.