Exhibit 4.ii.(c)

Execution Copy

                               $650,000,000

                      AMENDED AND RESTATED FIVE-YEAR
                             CREDIT AGREEMENT


                                dated as of

                             December 8, 1999


                                   among


                             IMC GLOBAL INC.,


                      Various Financial Institutions,


                           ROYAL BANK OF CANADA,
                          as Documentation Agent,

                          SUNTRUST BANK, ATLANTA,
                        as Co-Documentation Agent,

                         THE CHASE MANHATTAN BANK,
                           as Syndication Agent,

                               BANK ONE, NA,
                         as Co-Syndication Agent,

                                    and

                          BANK OF AMERICA, N.A.,
                          as Administrative Agent




                      BANC OF AMERICA SECURITIES LLC,
                    Lead Arranger and Sole Book Manager

                             TABLE OF CONTENTS


                                                                       Page


                                 ARTICLE 1
                                DEFINITIONS


     SECTION 1.01.  Definitions                                          1
     SECTION 1.02.  Accounting Terms and Determinations                 12
     SECTION 1.03.  Types of Borrowing                                  13

                                 ARTICLE 2
                                THE CREDITS


     SECTION 2.01.  Commitments to Lend                                 13
     SECTION 2.02.  Notice of Committed Borrowings                      14
     SECTION 2.03.  Bid Rate Borrowings                                 14
     SECTION 2.04.  Notice to Banks; Funding of Loans                   18
     SECTION 2.05.  Registry; Notes                                     19
     SECTION 2.06.  Maturity of Loans                                   19
     SECTION 2.07.  Interest Rates                                      19
     SECTION 2.08.  Fees                                                21
     SECTION 2.09.  Optional Termination or Reduction of Commitments    22
     SECTION 2.10.  Method of Electing Interest Rates                   22
     SECTION 2.11.  Scheduled Termination of Commitments                23
     SECTION 2.12.  Optional Prepayments                                23
     SECTION 2.13.  General Provisions as to Payments                   24
     SECTION 2.14.  Funding Losses                                      24
     SECTION 2.15.  Computation of Interest and Fees                    25
     SECTION 2.16.  Letters of Credit                                   25
     SECTION 2.17.  Regulation D Compensation                           28
     SECTION 2.18.  Takeout of Swingline Loans                          28
     SECTION 2.19.  Foreign Costs                                       29

                                 ARTICLE 3
                                CONDITIONS


     SECTION 3.01.  Effectiveness                                       30
     SECTION 3.02.  Borrowings and Issuance of Letters of Credits       31
     SECTION 3.03.  First Borrowing by or Issuance of Letter of Credit
                     for Each Eligible Subsidiary                       31

                                 ARTICLE 4
                      REPRESENTATIONS AND WARRANTIES


     SECTION 4.01.  Corporate Existence and Power                       32
     SECTION 4.02.  Corporate and Governmental Authorization; No
                     Contravention                                      32
     SECTION 4.03.  Binding Effect                                      32
     SECTION 4.04.  Financial Information                               32
     SECTION 4.05.  Litigation                                          33
     SECTION 4.06.  Compliance with Laws                                33
     SECTION 4.07.  Environmental Matters                               34
     SECTION 4.08.  Taxes                                               34
     SECTION 4.09.  Subsidiaries                                        34
     SECTION 4.10.  Regulatory Restrictions on Borrowing                34
     SECTION 4.11.  Full Disclosure                                     34
     SECTION 4.12.  Year 2000                                           35

                                 ARTICLE 5
                                 COVENANTS


     SECTION 5.01.  Information                                         35
     SECTION 5.02.  Payment of Obligations                              37
     SECTION 5.03.  Maintenance of Property; Insurance                  37
     SECTION 5.04.  Conduct of Business and Maintenance of Existence    37
     SECTION 5.05.  Compliance with Laws                                38
     SECTION 5.06.  Inspection of Property, Books and Records           38
     SECTION 5.07.  Mergers and Sales of Assets                         38
     SECTION 5.08.  Use of Proceeds                                     39
     SECTION 5.09.  Negative Pledge                                     39
     SECTION 5.10.  Debt of Subsidiaries                                40
     SECTION 5.11.  Transactions with Affiliates                        40
     SECTION 5.12.  Leverage Ratio                                      40

                                 ARTICLE 6
                                 DEFAULTS


     SECTION 6.01.  Events of Default                                   41
     SECTION 6.02.  Notice of Default                                   43
     SECTION 6.03.  Cash Cover                                          43

                                 ARTICLE 7
                         THE ADMINISTRATIVE AGENT


     SECTION 7.01.  Appointment and Authorization                       44
     SECTION 7.02.  Administrative Agent and Affiliates                 44
     SECTION 7.03.  Action by Administrative Agent                      44
     SECTION 7.04.  Consultation with Experts                           44
     SECTION 7.05.  Liability of Administrative Agent                   44
     SECTION 7.06.  Indemnification                                     45
     SECTION 7.07.  Credit Decision                                     45
     SECTION 7.08.  Successor Administrative Agent                      45
     SECTION 7.09.  Agents' Fees                                        45
     SECTION 7.10.  Other Agents                                        46

ARTICLE 8
CHANGE IN CIRCUMSTANCES


     SECTION 8.01.  Basis for Determining Interest Rate Inadequate
                     or Unfair                                          46
     SECTION 8.02.  Illegality                                          46
     SECTION 8.03.  Increased Cost and Reduced Return                   47
     SECTION 8.04.  Taxes                                               48
     SECTION 8.05.  Base Rate Loans Substituted for Affected
                     Fixed Rate Loans                                   50
     SECTION 8.06.  Substitution of Bank                                51

                                 ARTICLE 9
          REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES


     SECTION 9.01.  Corporate Existence and Power                       51
     SECTION 9.02.  Corporate and Governmental Authorization;
                     Contravention                                      51
     SECTION 9.03.  Binding Effect                                      51
     SECTION 9.04.  Taxes                                               52

                                ARTICLE 10
                                 GUARANTY


     SECTION 10.01.  The Guaranty                                       52
     SECTION 10.02.  Guaranty Unconditional                             52
     SECTION 10.03.  Discharge Only Upon Payment In Full;
                      Reinstatement In Certain Circumstances            53
     SECTION 10.04.  Waiver by the Company                              53
     SECTION 10.05.  Subrogation                                        53
     SECTION 10.06.  Stay of Acceleration                               53

                                ARTICLE 11
                               MISCELLANEOUS


     SECTION 11.01.  Notices                                            54
     SECTION 11.02.  No Waivers                                         54
     SECTION 11.03.  Expenses; Indemnification                          54
     SECTION 11.04.  Sharing of Set-offs                                55
     SECTION 11.05.  Amendments and Waivers                             55
     SECTION 11.06.  Successors and Assigns                             56
     SECTION 11.07.  Collateral                                         57
     SECTION 11.08.  Confidentiality                                    57
     SECTION 11.09.  Governing Law; Submission to Jurisdiction          58
     SECTION 11.10.  Counterparts; Integration                          58
     SECTION 11.11.  Waiver of Jury Trial                               58
     SECTION 11.12.  Effect of Amendment and Restatement;
                      Resignation of Resigning Agent                    58


PRICING SCHEDULE

SCHEDULE I     Existing Letters of Credit

EXHIBIT A -    Note
EXHIBIT B -    Form of Bid Rate Quote Request
EXHIBIT C -    Form of Invitation for Bid Rate Quotes
EXHIBIT D -    Form of Bid Rate Quote
EXHIBIT E-1 -  Opinion of Special Counsel for the Company
EXHIBIT E-2 -  Opinion of General Counsel of the Company
EXHIBIT F -    Opinion of Mayer, Brown & Platt, Special Counsel for the
                Administrative Agent
EXHIBIT G -    Assignment and Assumption Agreement
EXHIBIT H -    Form of Election to Participate
EXHIBIT I -    Form of Election to Terminate
EXHIBIT J -    Matters to be covered in Opinion of Counsel for Eligible
                Subsidiaries
EXHIBIT K -    Form of Notice of Borrowing
EXHIBIT L -    Form of Notice of Interest Rate Election


                      AMENDED AND RESTATED FIVE-YEAR
                             CREDIT AGREEMENT

       AMENDED  AND  RESTATED  FIVE-YEAR  CREDIT  AGREEMENT  dated  as   of
December  8,  1999 among IMC GLOBAL INC., a Delaware corporation  (together
with  its successors, the "Company"), various financial institutions, ROYAL
BANK  OF  CANADA,  as Documentation Agent, SUNTRUST BANK, ATLANTA,  as  Co-
Documentation Agent, THE CHASE MANHATTAN BANK, as Syndication  Agent,  BANK
ONE,   NA,  as  Co-Syndication  Agent,  and  BANK  OF  AMERICA,  N.A.,   as
Administrative Agent.

      WHEREAS,  the  Company,  the  financial institutions  listed  on  the
signature  pages hereof and Morgan Guaranty Trust Company of New  York,  as
administrative  agent  (in  such  capacity, the  "Resigning  Administrative
Agent"),  are parties to a Five-Year Credit Agreement dated as of  December
15,  1997  (as  amended  prior  to the date hereof,  the  "Existing  Credit
Agreement"); and

      WHEREAS, the signatories hereto have agreed (a) to amend the Existing
Credit  Agreement  in certain respects, including (i)  appointing  Bank  of
America,   N.A.   as  Administrative  Agent  in  place  of  the   Resigning
Administrative Agent, (ii) revising certain definitions and (iii) adding  a
utilization  fee, and (b) to restate the Existing Credit Agreement  in  its
entirety pursuant hereto;

     NOW, THEREFORE, the parties hereto agree as follows:

                            ARTICLE DEFINITIONS
1.1.       SECTION   Definitions .  The following terms, as used  herein,
     have the following meanings:
1.2.
1.3.      "Acquisition" means an acquisition by the Company or any of its
Consolidated Subsidiaries of a company, a division, a location or a line of
business or of all or substantially all of the assets of any of the
foregoing.
1.4.
1.5.      "Administrative Agent" means Bank of America, N.A. in its
capacity as administrative agent for the Banks hereunder, and its
successors in such capacity.
1.6.
1.7.      "Administrative Questionnaire" means, with respect to each Bank,
the administrative questionnaire in the form submitted to such Bank by the
Administrative Agent and submitted to the Administrative Agent (with a copy
to the Company) duly completed by such Bank.
1.8.
1.9.      "Affiliate" means (i) any Person that directly, or indirectly
through one or more intermediaries, controls the Company (a "Controlling
Person") or (ii) any Person (other than the Company or a Subsidiary) which
is controlled by or is under common control with a Controlling Person.  As
used herein, the term "control" means possession, directly or indirectly,
of the power to vote 10% or more of any class of voting securities of a
Person or to direct or cause the direction of the management or policies of
a Person, whether through the ownership of voting securities, by contract
or otherwise.
1.10.
1.11.      "Agent" means any one of the Administrative Agent, the
Documentation Agent, the Co-Documentation Agent, the Syndication Agent or
the Co-Syndication Agent, and "Agents" means any two or more of the
foregoing.
1.12.
1.13.      "Agrico" means IMC-Agrico Company, a Delaware general
partnership, and its successors.
1.14.
1.15.      "Applicable Lending Office" means, with respect to any Bank, (i)
in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the
case of its Euro-Dollar Loans, its Euro-Dollar Lending Office, (iii) in the
case of its Bid Rate Loans, its Bid Rate Lending Office and (iv) in the
case of its Swingline Loans, its Swingline Lending Office.
1.16.
1.17.      "Approved Officer" means the president, the chief financial
officer, the acting chief financial officer, the treasurer, a vice
president, an assistant treasurer or the controller of the Company or such
other representative of the Company as may be designated by any one of the
foregoing with the consent of the Administrative Agent.
1.18.
1.19.      "Assignee" has the meaning set forth in Section 11.06(c).
1.20.
1.21.      "Bank" means each bank or other financial institution listed on
the signature pages hereof, each Assignee which becomes a Bank pursuant to
Section 11.06(c), and their respective successors.
1.22.
1.23.      "Base Rate" means, for any day, a rate per annum equal to the
higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1%
plus the Federal Funds Rate for such day.
1.24.
1.25.      "Base Rate Loan" means a Syndicated Loan which bears interest at
the Base Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election or the provisions of Article 8.
1.26.
1.27.      "Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by
any member of the ERISA Group.
1.28.
1.29.      "Bid Rate (General)" has the meaning set forth in Section
2.03(d).
1.30.
1.31.      "Bid Rate (General) Auction" means a solicitation of Bid Rate
Quotes setting forth Bid Rates (General) pursuant to Section 2.03.
1.32.
1.33.      "Bid Rate (General) Loan" means a loan made or to be made by a
Bank pursuant to a Bid Rate (General) Auction.
1.34.      "Bid Rate (Indexed) Auction" means a solicitation of Bid Rate
Quotes setting forth Bid Rate (Indexed) Margins based on the London
Interbank Offered Rate pursuant to Section 2.03.
1.35.
1.36.      "Bid Rate (Indexed) Loan" means a loan made or to be made by a
Bank pursuant to a Bid Rate (Indexed) Auction (including such a loan
bearing interest at the Base Rate pursuant to Section 8.01(a)).
1.37.
1.38.      "Bid Rate (Indexed) Margin" has the meaning set forth in Section
2.03(d).
1.39.
1.40.      "Bid Rate Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it
may hereafter designate as its Bid Rate Lending Office by notice to the
Company and the Administrative Agent; provided that any Bank may from time
to time by notice to the Company and the Administrative Agent designate
separate Bid Rate Lending Offices for its Bid Rate (Indexed) Loans, on the
one hand, and its Bid Rate (General) Loans, on the other hand, in which
case all references herein to the Bid Rate Lending Office of such Bank
shall be deemed to refer to either or both of such offices, as the context
may require.
1.41.
1.42.      "Bid Rate Loan" means a Bid Rate (Indexed) Loan or a Bid Rate
(General) Loan.
1.43.
1.44.      "Bid Rate Quote" means an offer by a Bank to make a Bid Rate
Loan in accordance with Section 2.03.
1.45.
1.46.      "Borrower" means the Company or any Eligible Subsidiary, as the
context may require, and their respective successors, and "Borrowers" means
all of the foregoing.  References to "the Borrower" in connection with any
Loan or Letter of Credit are to the Borrower to which such Loan is or is to
be made or at whose request such Letter of Credit is or is to be issued.
As the context may permit, the terms  "Borrower" and "Borrowers" include
the Company in its capacity as guarantor of the obligations of the other
Borrowers hereunder.
1.47.
1.48.      "Borrowing" has the meaning set forth in Section 1.03.
1.49.
1.50.      "Co-Documentation Agent" means SunTrust Bank, Atlanta in its
capacity as co-documentation agent for the Banks hereunder, and its
successors in such capacity.
1.51.
1.52.      "Commitment" means (i) with respect to each Bank listed on the
signature pages hereof, the amount set forth opposite the name of such Bank
on the signature pages hereof, and (ii) with respect to each Assignee which
becomes a Bank pursuant to Section 11.06(c), the amount of the Commitment
thereby assumed by it, in each case as such amount may from time to time be
reduced pursuant to Section 2.09 or 11.06(c) or increased pursuant to
Section 11.06(c).
1.53.
1.54.      "Committed Loan" means a Syndicated Loan or a Swingline Loan.
1.55.
1.56.      "Company" has the meaning set forth in the introductory
paragraph.
1.57.      "Consolidated Net Worth" means at any date the consolidated
shareholders' equity of the Company and its Consolidated Subsidiaries
determined as of such date (other than any amount attributable to stock
which is required to be redeemed or is redeemable at the option of the
holder, if certain events or conditions occur or exist or otherwise).
1.58.
1.59.      "Consolidated Subsidiary" means, for any Person, at any date any
Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such
statements were prepared as of such date; unless otherwise specified
"Consolidated Subsidiary" means a Consolidated Subsidiary of the Company.
1.60.
1.61.      "Co-Syndication Agent" means Bank One, NA in its capacity as co-
syndication agent for the Banks hereunder, and its successors in such
capacity.
1.62.
1.63.      "Debt" of any Person means at any date, without duplication, (i)
all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar
instruments, (iii) all obligations of such Person to pay the deferred
purchase price of property or services, except trade accounts payable and
similar items arising in the ordinary course of business, (iv) all
obligations of such Person as lessee which are capitalized in accordance
with generally accepted accounting principles, (v) all non-contingent
obligations (and, for purposes of Section 5.09 and the definition of
Material Financial Obligations, all contingent obligations) of such Person
to reimburse any bank or other Person in respect of amounts paid under a
letter of credit or similar instrument, (vi) all Debt secured by a Lien on
any asset of such Person, whether or not such Debt is otherwise an
obligation of such Person, provided that the amount of such Debt treated as
Debt of such Person solely pursuant to this clause (vi) shall not exceed
the greater of the book value or the fair market value of the collateral,
and (vii) all Debt of others Guaranteed by such Person.  For purposes of
clause (v) above, a reimbursement obligation in respect of a letter of
credit or similar instrument is contingent unless and until there shall
have been a drawing under such letter of credit or instrument.
1.64.
1.65.      "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or
both would, unless cured or waived, become an Event of Default.
1.66.
1.67.      "Derivatives Obligations" of any Person means all obligations of
such Person in respect of any rate swap transaction, basis swap, forward
rate transaction, commodity swap, commodity option, equity or equity index
swap, equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction (including
any option with respect to any of the foregoing transactions) or any
combination of the foregoing transactions.
1.68.
1.69.      "Documentation Agent" means Royal Bank of Canada in its capacity
as documentation agent in respect of this Agreement.
1.70.      "Domestic Business Day" means any day except a Saturday, Sunday
or other day on which commercial banks in New York City, Charlotte or
Chicago are authorized by law to close.
1.71.
1.72.      "Domestic Lending Office" means, as to each Bank, its office
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending
Office) or such other office as such Bank may hereafter designate as its
Domestic Lending Office by notice to the Company and the Administrative
Agent.
1.73.
1.74.      "Effective Date" means the date this Agreement becomes effective
in accordance with Section 3.01.
1.75.
1.76.      "Election to Participate" means an Election to Participate
substantially in the form of Exhibit H hereto.
1.77.
1.78.      "Election to Terminate" means an Election to Terminate
substantially in the form of Exhibit I hereto.
1.79.
1.80.      "Eligible Subsidiary" means any Substantially-Owned Consolidated
Subsidiary of the Company as to which an Election to Participate shall have
been delivered to the Administrative Agent and as to which an Election to
Terminate shall not have been delivered to the Administrative Agent.  Each
such Election to Participate and Election to Terminate shall be duly
executed on behalf of such Consolidated Subsidiary and the Company in such
number of copies as the Administrative Agent may request.  The delivery of
an Election to Terminate shall not affect any obligation of an Eligible
Subsidiary theretofore incurred.  The Administrative Agent shall promptly
give notice to the Banks of the receipt of any Election to Participate or
Election to Terminate.
1.81.
1.82.      "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
other governmental restrictions relating to the environment or to
emissions, discharges or releases of pollutants, contaminants, chemicals,
or industrial, toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water, ground water, or
land, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or
wastes.
1.83.
1.84.      "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, or any successor statute.
1.85.
1.86.      "ERISA Group" means the Company, any Subsidiary and all members
of a controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control which, together with the Company
or any Subsidiary, are treated as a single employer under Section 414 of
the Internal Revenue Code.
1.87.
1.88.      "Euro-Dollar Business Day" means any Domestic Business Day on
which commercial banks are open for international business (including
dealings in dollar deposits) in London.
1.89.
1.90.      "Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of
such Bank as it may hereafter designate as its Euro-Dollar Lending Office
by notice to the Company and the Administrative Agent.
1.91.
1.92.      "Euro-Dollar Loan" means a Syndicated Loan which bears interest
at a Euro-Dollar Rate pursuant to the applicable Notice of Committed
Borrowing or Notice of Interest Rate Election.
1.93.
1.94.      "Euro-Dollar Margin" means a rate per annum determined in
accordance with the Pricing Schedule.
1.95.
1.96.      "Euro-Dollar Rate" means a rate of interest determined pursuant
to Section 2.07(b) on the basis of a London Interbank Offered Rate.
1.97.
1.98.      "Euro-Dollar Reference Banks" means the principal London offices
of Royal Bank of Canada, The Chase Manhattan Bank and Bank of America, N.A.
1.99.
1.100.     "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.17.
1.101.
1.102.     "Events of Default" has the meaning set forth in Section 6.01.
1.103.
1.104.     "Existing Credit Agreement" has the meaning set forth in the
recitals.
1.105.
1.106.     "Existing Harris Debt" means Debt of Harris Chemical North
America, Inc., a Delaware corporation, under its outstanding $250,000,000
10.25% Senior Secured Discount Notes and its outstanding $335,000,000
10.75% Senior Subordinated Notes.
1.107.
1.108.     "Existing Letters of Credit" means the letters of credit
identified in Schedule I.
1.109.
1.110.     "Federal Funds Rate" means, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New York on the
Domestic Business Day next succeeding such day, provided that (i) if such
day is not a Domestic Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day,
and (ii) if no such rate is so published on such next succeeding Domestic
Business Day, the Federal Funds Rate for such day shall be the average rate
quoted to Bank of America, N.A. (or its successor as Administrative Agent)
on such day on such transactions as determined by the Administrative Agent.
1.111.
1.112.     "Fixed Rate Loans" means Euro-Dollar Loans, Swingline Loans or
Bid Rate Loans (excluding Swingline Loans or Bid Rate (Indexed) Loans
bearing interest at the Base Rate) or any combination of the foregoing.
1.113.
1.114.     "Group of Loans" means at any time a group of Loans consisting
of (i) all Loans to a single Borrower which are Base Rate Loans at such
time or (ii) all Euro-Dollar Loans to a single Borrower having the same
Interest Period at such time, provided that, if a Committed Loan of any
particular Bank is converted to or made as a Base Rate Loan pursuant to
Article 8, such Loan shall be included in the same Group or Groups of Loans
from time to time as it would have been if it had not been so converted or
made.
1.115.
1.116.     "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of
any other Person, provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.
The term "Guarantee" used as a verb has a corresponding meaning.
1.117.
1.118.     "Harris Chemical Acquisition" means, collectively, the merger of
Harris Chemical Group with and into IMC Merger Sub Inc., a wholly-owned
Subsidiary of the Company, with Harris Chemical Group as the survivor
thereof, pursuant to the certain Agreement and Plan of Merger, dated
December 11, 1997, by and among the Company, IMC Merger Sub, Inc. and
Harris Chemical Group, and the acquisition, directly or indirectly, by the
Company of all of the outstanding shares of Harris Chemical Australia Pty
Limited pursuant to the Sale and Purchase Agreement made as of December 11,
1997 among Prudential Asset Management Asia Limited, DGHA Persons and
Trusts named therein, Search Investment NV, Harris Chemical Australia Pty
Limited, Marsupial L.L.C., Marsupial-II L.L.C., Soda Ash (L) BHD, Manager
Shareholders named therein and the Company.
1.119.
1.120.     "Harris Chemical Group" means Harris Chemical Group, Inc., a
Delaware corporation.
1.121.
1.122.     "IMC Inorganic Chemicals Inc." means IMC Inorganic Chemicals
Inc., a Delaware corporation, formerly known as Harris Chemical Group, Inc.
1.123.
1.124.     "Indemnitee" has the meaning set forth in Section 11.03(b).
1.125.
1.126.     "Interest Period" means:  (1) with respect to each Euro-Dollar
Loan, the period commencing on the date of borrowing specified in the
applicable Notice of Borrowing or on the date specified in an applicable
Notice of Interest Rate Election and ending one, two, three or six, or, if
deposits of a corresponding maturity are available to each Bank in the
London interbank market, nine or twelve, months thereafter, as the Borrower
may elect in such notice; provided that:
1.127.
  (a)   any Interest Period which would otherwise end on a day which is not a
     Euro-Dollar  Business  Day shall be extended to  the  next  succeeding
     Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
     another calendar month, in which case such Interest Period shall end on the
     next preceding Euro-Dollar Business Day; and

  (a)   any Interest Period which begins on the last Euro-Dollar Business Day
     of  a  calendar  month (or on a day for which there is no  numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall end on the last Euro-Dollar Business Day of a calendar month;

     (2) with respect to each Swingline Loan, the period commencing on  the
date  of  borrowing  specified in the applicable Notice  of  Borrowing  and
ending  such  number of days thereafter (but not more than  10  Euro-Dollar
Business Days) as the Borrower may elect in such notice; provided that  any
Interest  Period which would otherwise end on a day which is  not  a  Euro-
Dollar  Business  Day shall be extended to the next succeeding  Euro-Dollar
Business Day;

      (3)  with  respect  to  each  Bid Rate  (Indexed)  Loan,  the  period
commencing on the date of borrowing specified in the applicable  Notice  of
Borrowing  and ending such number of months thereafter (but not  less  than
one  month)  as  the  Borrower may elect in accordance with  Section  2.03;
provided that:

           (a) any Interest Period which would otherwise end on a day which
is  not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar  Business  Day unless such Euro-Dollar Business  Day  falls  in
another calendar month, in which case such Interest Period shall end on the
next preceding Euro-Dollar Business Day; and

           (b)  any  Interest Period which begins on the  last  Euro-Dollar
     Business  Day of a calendar month (or on a day for which there  is  no
     numerically corresponding day in the calendar month at the end of such
     Interest Period) shall end on the last Euro-Dollar Business Day  of  a
     calendar month; and

    (4) with respect to each Bid Rate (General) Loan, the period commencing
on  the  date of borrowing specified in the applicable Notice of  Borrowing
and ending such number of days thereafter (but not less than 7 days) as the
Borrower  may  elect  in accordance with Section 2.03;  provided  that  any
Interest  Period  which  would otherwise end  on  a  day  which  is  not  a
Euro-Dollar  Business  Day  shall  be  extended  to  the  next   succeeding
Euro-Dollar  Business Day; and provided further that  any  Interest  Period
which  would  otherwise end after the Termination Date  shall  end  on  the
Termination Date.

     "Internal  Revenue Code" means the Internal Revenue Code of  1986,  as
amended, or any successor statute.

     "Issuing  Bank"  means  Morgan Guaranty Trust  Company  of  New  York,
Suntrust  Bank,  Atlanta,  Bank  of America,  N.A.,  Cooperatieve  Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York  Branch,
Royal Bank of Canada, Harris Trust and Savings Bank and any other Bank that
may agree to issue letters of credit hereunder, in each case as issuer of a
Letter of Credit hereunder.

     "Letter  of  Credit" means a letter of credit to be issued  or  issued
hereunder by the Issuing Bank in accordance with Section 2.16.

     "Letter  of Credit Liabilities" means, for any Bank and at  any  time,
such  Bank's ratable participation in the sum of (x) the amounts then owing
by the Borrower in respect of amounts drawn under Letters of Credit and (y)
the  aggregate  amount  then available for drawing  under  all  Letters  of
Credit.

     "Lien"  means, with respect to any asset, any mortgage, lien,  pledge,
charge  or security interest, or any other type of preferential arrangement
that  has the practical effect of creating a security interest, in  respect
of  such  asset.   For the purposes of this Agreement, the Company  or  any
Subsidiary shall be deemed to own subject to a Lien any asset which it  has
acquired  or holds subject to the interest of a vendor or lessor under  any
conditional  sale  agreement,  capital  lease  or  other  title   retention
agreement relating to such asset.

     "Loan"  means  a Committed Loan or a Bid Rate Loan and  "Loans"  means
Committed Loans or Bid Rate Loans or any combination of the foregoing.

     "London  Interbank Offered Rate" has the meaning set forth in  Section
2.07(b).

     "Material Adverse Effect" means a material adverse effect upon (i) the
financial  condition,  operations or properties  of  the  Company  and  its
Consolidated  Subsidiaries, taken as a whole, or (ii) the  ability  of  the
Company  to perform under, or the ability of the Banks to enforce repayment
of  the  Loans  and  the  other  obligations of  the  Company  under,  this
Agreement.

     "Material Financial Obligations" means a principal or face  amount  of
Debt  and/or  payment  or  collateralization  obligations  in  respect   of
Derivatives  Obligations  of  the  Company  and/or  one  or  more  of   its
Subsidiaries,  arising  in one or more related or  unrelated  transactions,
exceeding in the aggregate $100,000,000.

     "Material  Plan"  means at any time a Plan or Plans  having  aggregate
Unfunded Liabilities in excess of $100,000,000.

    "Material Subsidiary" means, at any date, (i) any Subsidiary having (x)
at  least  5%  of  the  total consolidated assets of the  Company  and  its
Consolidated  Subsidiaries (determined as of the last  day  of  the  fiscal
quarter of such Person most recently ended on or prior to such date) or (y)
at  least  5% of Consolidated EBITDA (as defined in Section 5.12)  for  the
four  consecutive fiscal quarters most recently ended on or prior  to  such
date or (ii) collectively, any one or more Subsidiaries having (x) at least
10%  of  the  total consolidated assets of the Company and its Consolidated
Subsidiaries (determined as of the last day of the fiscal quarter  of  such
Persons  most recently ended on or prior to such date) or (y) at least  10%
of  Consolidated  EBITDA  for  the four consecutive  fiscal  quarters  most
recently ended on or prior to such date.

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

    "Multiemployer Plan" means at any time an employee pension benefit plan
within  the meaning of Section 4001(a)(3) of ERISA to which any  member  of
the ERISA Group either (i) is then making or accruing an obligation to make
contributions  or  (ii)  has  within the preceding  five  plan  years  made
contributions,  including for these purposes any Person which  was  at  the
time such contribution was made a member of the ERISA Group.

    "Notes" means promissory notes of the Borrower, in the form required by
Section 2.05, evidencing the obligation of the Borrower to repay the Loans,
and "Note" means any one of such promissory notes issued hereunder.

    "Notice of Borrowing" means a Notice of Committed Borrowing (as defined
in  Section 2.02) or a Notice of Bid Rate Borrowing (as defined in  Section
2.03(f)), in either case in substantially the form of Exhibit K.

    "Notice of Interest Rate Election" has the meaning set forth in Section
2.10(a).

    "Notice of Issuance" has the meaning set forth in Section 2.16(b).

     "Parent" means, with respect to any Bank, any Person controlling  such
Bank.

    "Participant" has the meaning set forth in Section 11.06(b).

     "PBGC"  means the Pension Benefit Guaranty Corporation or  any  entity
succeeding to any or all of its functions under ERISA.

     "Person"  means  an  individual, a corporation,  a  limited  liability
company,  a  partnership, an association, a trust or any  other  entity  or
organization, including a government or political subdivision or an  agency
or instrumentality thereof.

    "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum  funding standards under Section 412 of the Internal  Revenue  Code
and either (i) is maintained, or contributed to, by any member of the ERISA
Group  for  employees of any member of the ERISA Group or (ii) has  at  any
time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees
of any Person which was at such time a member of the ERISA Group.

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

     "Pricing  Schedule" means the schedule annexed hereto  denominated  as
such.

     "Prime Rate" means the rate of interest publicly announced by Bank  of
America,  N.A. in Charlotte, North Carolina from time to time as its  Prime
Rate.   Each change in the Prime Rate shall be effective from and including
the day such change is publicly announced.

     "Quarterly Payment Date" means the last Domestic Business Day of  each
March, June, September and December.

     "Regulation  U"  means Regulation U of the Board of Governors  of  the
Federal Reserve System, as in effect from time to time.

     "Required Banks" means at any time Banks having more than 50%  of  the
aggregate amount of the Commitments or, if the Commitments shall have  been
terminated,  holding  more  than 50% of the sum  of  the  aggregate  unpaid
principal  amount  of  the  Loans  and  the  aggregate  Letter  of   Credit
Liabilities.

    "Resigning Agent" has the meaning set forth in the recitals.

     "Revolving  Credit  Period" means the period from  and  including  the
Effective Date to but not including the Termination Date.

    "S&P" means Standard & Poor's Rating Services, a division of The McGraw-
Hill Companies, Inc.

     "Series E Preferred Stock" means the shares of preferred stock of  The
Vigoro  Corporation, a Delaware corporation and wholly-owned Subsidiary  of
the Company, par value $100 per share, designated Series E.

     "Subsidiary" means, as to any Person, any corporation or other  entity
of  which  securities or other ownership interests having  ordinary  voting
power  to  elect  a  majority of the board of directors  or  other  persons
performing  similar functions are at the time directly or indirectly  owned
by such Person; unless otherwise specified, "Subsidiary" means a Subsidiary
of the Company.

     "Substantial Assets" means assets sold or otherwise disposed of  in  a
single transaction or a series of related transactions representing 25%  or
more  of  the  consolidated  assets of the  Company  and  its  Consolidated
Subsidiaries, taken as a whole.

     "Substantially-Owned Consolidated Subsidiary" means  any  Consolidated
Subsidiary  at  least  80% of the Voting Stock of  which  is  at  the  time
directly or indirectly owned by the Company; provided that Agrico shall  be
deemed a Substantially-Owned Consolidated Subsidiary for so long as it is a
Consolidated Subsidiary.

     "Swingline  Bank" means Bank of America, N.A., Suntrust Bank,  Atlanta
and any other Bank that may agree to make Swingline Loans hereunder.

     "Swingline Lending Office" means, as to any Swingline Bank, its office
located  at  its address set forth in its Administrative Questionnaire  (or
identified  in  its  Administrative Questionnaire as its Swingline  Lending
Office) or such other office as such Swingline Bank may hereafter designate
as  its  Swingline  Lending  Office by  notice  to  the  Borrower  and  the
Administrative Agent.

     "Swingline  Loan" means a loan made by the Swingline Bank pursuant  to
Section 2.01(b).

     "Swingline  Takeout  Loan" means a Base Rate  Loan  made  pursuant  to
Section 2.18.

     "Syndicated  Loan"  means a Loan made by a Bank  pursuant  to  Section
2.01(a);  provided  that, if any loan or loans (or  portions  thereof)  are
combined or subdivided pursuant to a Notice of Interest Rate Election,  the
term  "Syndicated  Loan"  shall  refer to  the  combined  principal  amount
resulting  from  such  combination or to each  of  the  separate  principal
amounts resulting from such subdivision, as the case may be.

     "Syndication Agent" means The Chase Manhattan Bank in its capacity  as
syndication agent in respect of this Agreement.

     "Termination Date" means December 15, 2002, or, if such day is  not  a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

     "United  States"  means  the United States of America,  including  the
States  and  the  District of Columbia, but excluding its  territories  and
possessions.

    "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount  (if  any)  by which (i) the value of all benefit liabilities  under
such  Plan,  determined on a plan termination basis using  the  assumptions
prescribed  by  the PBGC for purposes of Section 4044 of  ERISA  (or  other
applicable standard), exceeds (ii) the fair market value of all Plan assets
allocable  to  such  liabilities under Title IV  of  ERISA  (excluding  any
accrued  but  unpaid contributions), all determined as  of  the  then  most
recent  valuation  date for such Plan, but only to  the  extent  that  such
excess  represents a potential liability of a member of the ERISA Group  to
the PBGC or any other Person under Title IV of ERISA.

     "Unrefunded  Swingline  Loan" has the meaning  set  forth  in  Section
2.18(b).

     "Voting  Stock"  means  capital stock  issued  by  a  corporation,  or
equivalent  interests  in  any  other Person,  the  holders  of  which  are
ordinarily,  in  the absence of contingencies, entitled  to  vote  for  the
election  of  directors (or persons performing similar functions)  of  such
Person, even if the right so to vote has been suspended by the happening of
such a contingency.

1.1.      SECTION   Accounting Terms and Determinations.  Unless otherwise
specified herein, all accounting terms used herein shall be interpreted,
all accounting determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from
time to time, applied on a basis consistent in all material respects
(except for changes concurred in by the Company's independent public
accountants) with the most recent audited consolidated financial statements
of the Company and its Consolidated Subsidiaries delivered to the Banks;
provided that, if the Company notifies the Administrative Agent that the
Company wishes to amend any covenant in Article 5 to eliminate the effect
of any change in generally accepted accounting principles on the operation
of such covenant (or if the Administrative Agent notifies the Company that
the Required Banks wish to amend Article 5 for such purpose), then the
Company's compliance with such covenant shall be determined on the basis of
generally accepted accounting principles in effect immediately before the
relevant change in generally accepted accounting principles became
effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Company and the Required Banks, and
the parties hereto agree to enter into negotiations in good faith in order
to amend such provisions in a credit-neutral manner so as to reflect
equitably such changes with the desired result that the criteria for
evaluating the financial condition and performance of the Company and its
Consolidated Subsidiaries shall be the same after such changes as if such
changes had not been made.
1.2.
1.3.      SECTION   Types of Borrowings .  The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to a single Borrower
pursuant to Article 2 on a single date and for a single Interest Period.
Borrowings are classified for purposes of this Agreement either by
reference to the pricing of Loans comprising such Borrowing (e.g., a "Fixed
Rate Borrowing" is a Euro-Dollar Borrowing, a Swingline Borrowing or a Bid
Rate Borrowing (excluding any such Borrowing consisting of Swingline Loans
or Bid Rate (Indexed) Loans bearing interest at the Base Rate), and a "Euro-
Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or by
reference to the provisions of Article 2 under which participation therein
is determined (i.e., a "Syndicated Borrowing" is a Borrowing under Section
2.01 in which all Banks participate in proportion to their Commitments,
while a "Bid Rate Borrowing" is a Borrowing under Section 2.03 in which the
Bank participants are determined on the basis of their bids in accordance
therewith).
1.4.

                            ARTICLE THE CREDITS
1.1.    SECTION    Commitments to Lend.  (a) Syndicated Loans.  During  the
  Revolving  Credit Period, each Bank severally agrees, on  the  terms  and
  conditions  set  forth in this Agreement, to make loans to  any  Borrower
  pursuant to this subsection (a) from time to time in amounts such that the
  aggregate principal amount of Committed Loans by such Bank, together with
  its  Letter of Credit Liabilities and its participating interests in  any
  Unrefunded Swingline Loans, at any one time outstanding to all  Borrowers
  shall not exceed the amount of its Commitment.  Each Borrowing under this
  subsection (a) (other than a Swingline Takeout Borrowing) shall be in  an
  aggregate  principal  amount of $10,000,000 or  any  larger  multiple  of
  $1,000,000 (except that any such Borrowing may be in the aggregate amount
  available  in  accordance with Section 3.02(b) and except that  any  such
  Borrowing  to  refund  a  Swingline Loan or  to  fund  the  reimbursement
  obligation  in respect of a Letter of Credit may be in the  exact  amount
  required for such purpose) and shall be made from the several Banks ratably
  in  proportion  to  their respective Commitments.  Within  the  foregoing
  limits, any Borrower may borrow under this subsection (a), repay or, to the
  extent  permitted by Section 2.12, prepay Loans and reborrow at any  time
  during the Revolving Credit Period under this subsection (a).

     (b) Swingline Loans.  From time to time prior to the Termination Date,
each  Swingline Bank agrees, on the terms and conditions set forth in  this
Agreement,  to  make loans to any Borrower pursuant to this subsection  (b)
from  time to time in amounts such that (i) the aggregate principal  amount
of  its  Committed Loans together with its Letter of Credit Liabilities  at
any  one  time outstanding to all Borrowers shall not exceed the amount  of
its  Commitment and (ii) the aggregate principal amount of Swingline  Loans
at any time outstanding shall not exceed $25,000,000.  Within the foregoing
limits, any Borrower may borrow under this subsection (b), repay or, to the
extent  permitted by Section 2.12, prepay Loans and reborrow  at  any  time
during the Revolving Credit Period under this subsection (b); provided that
the proceeds of a Swingline Borrowing may not be used, in whole or in part,
to  refund  any  prior  Swingline Borrowing.   Each  Borrowing  under  this
subsection (b) shall be in an aggregate principal amount of $500,000 or any
larger  multiple of $250,000 (except that any such Borrowing may be in  the
aggregate amount available in accordance with Section 2.01(a)).

  1.1.      SECTION  Notice of Committed Borrowings.  The Borrower shall give
     the Administrative Agent notice (a "Notice of Committed Borrowing") not
     later than 11:00 A.M. (New York City time) on (x) the date of each Base
     Rate  Borrowing  or Swingline Borrowing and (y) the third  Euro-Dollar
     Business Day before each Euro-Dollar Borrowing, specifying:
1.2.
           (a)   the  date  of such Borrowing, which shall  be  a  Domestic
     Business  Day  in  the case of a Base Rate Borrowing  or  a  Swingline
     Borrowing  or a Euro-Dollar Business Day in the case of a  Euro-Dollar
     Borrowing;

          (b)  the aggregate amount of such Borrowing;

           (c)   whether  the  Loans comprising such Borrowing  are  to  be
     Swingline  Loans  or Syndicated Loans, and, in the case  of  Swingline
     Loans, the applicable Swingline Banks;

           (d)   in  the case of a Syndicated Borrowing, whether the  Loans
     comprising such Borrowing are to bear interest initially at  the  Base
     Rate or a Euro-Dollar Rate; and

           (e)   in  the  case of a Euro-Dollar Borrowing  or  a  Swingline
     Borrowing,  the  duration  of the initial Interest  Period  applicable
     thereto,  subject  to  the provisions of the  definition  of  Interest
     Period.

1.1.   SECTION   Bid Rate Borrowings .  The Bid Rate Option.  In addition
to Committed Borrowings pursuant to Section 2.01, any Borrower may, as set
forth in this Section, request the Banks to make offers to make Bid Rate
Loans to the Borrower.  The Banks may, but shall have no obligation to,
make such offers and the Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.
1.2.
1.3.      (b)  Bid Rate Quote Request.  When a Borrower wishes to request
offers to make Bid Rate Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Bid Rate Quote
Request substantially in the form of Exhibit B hereto so as to be received
no later than 11:00 A.M. (New York City time) on (x) the fifth Euro-Dollar
Business Day prior to the date of Borrowing proposed therein, in the case
of a Bid Rate (Indexed) Auction or (y) the Domestic Business Day next
preceding the date of Borrowing proposed therein, in the case of a Bid Rate
(General) Auction (or, in either case, such other time or date as the
Borrower and the Administrative Agent shall have mutually agreed and shall
have notified to the Banks not later than the date of the Bid Rate Quote
Request for the first Bid Rate (Indexed) Auction or Bid Rate (General)
Auction for which such change is to be effective) specifying:
1.4.
1.5.           (i)  the proposed date of Borrowing, which shall be a
Euro-Dollar Business Day,
1.6.
1.7.           (ii) the aggregate amount of such Borrowing, which shall be
$10,000,000 or a larger multiple of $1,000,000,
1.8.
1.9.           (iii)     the duration of the Interest Period applicable
thereto, subject to the provisions of the definition of Interest Period,
and
1.10.
1.11.               (iv) whether the Bid Rate Quotes requested are to set
forth a Bid Rate (Indexed) Margin or a Bid Rate (General).
1.12.       The Borrower may request offers to make Bid Rate Loans for more
than one Interest Period in a single Bid Rate Quote Request.

      (c)  Invitation for Bid Rate Quotes.  Promptly upon receipt of a  Bid
Rate  Quote  Request, the Administrative Agent shall send to the  Banks  by
telex   or  facsimile  transmission  an  Invitation  for  Bid  Rate  Quotes
substantially  in the form of Exhibit C hereto, which shall  constitute  an
invitation by the Borrower to each Bank to submit Bid Rate Quotes  offering
to  make the Bid Rate Loans to which such Bid Rate Quote Request relates in
accordance with this Section.

      (d)  Submission and Contents of Bid Rate Quotes.   (i) Each Bank  may
submit  a  Bid  Rate Quote containing an offer or offers to make  Bid  Rate
Loans  in  response to any Invitation for Bid Rate Quotes.  Each  Bid  Rate
Quote must comply with the requirements of this subsection (d) and must  be
submitted to the Administrative Agent by telex or facsimile transmission at
its  offices specified in or pursuant to Section 11.01 not later  than  (x)
2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior
to  the  proposed  date of Borrowing, in the case of a Bid  Rate  (Indexed)
Auction  or  (y)  10:00 A.M. (New York City time) on the proposed  date  of
Borrowing, in the case of a Bid Rate (General) Auction (or, in either case,
such  other time or date as the Borrower and the Administrative Agent shall
have  mutually agreed and shall have notified to the Banks not  later  than
the  date  of  the Bid Rate Quote Request for the first Bid Rate  (Indexed)
Auction  or  Bid  Rate (General) Auction for which such  change  is  to  be
effective);  provided that Bid Rate Quotes submitted by the  Administrative
Agent (or any affiliate of the Administrative Agent) in the capacity  of  a
Bank  may  be  submitted, and may only be submitted, if the  Administrative
Agent or such affiliate notifies the Borrower of the terms of the offer  or
offers contained therein not later than (x) 1:00 P.M. (New York City  time)
on  the  fourth  Euro-Dollar Business Day prior to  the  proposed  date  of
Borrowing,  in  the case of a Bid Rate (Indexed) Auction or (y)  9:45  A.M.
(New  York City time) on the proposed date of Borrowing, in the case  of  a
Bid  Rate  (General) Auctions.  Subject to Articles 3 and 6, any  Bid  Rate
Quote  so made shall be irrevocable except with the written consent of  the
Administrative Agent given on the instructions of the Borrower.

     (ii) Each Bid Rate Quote shall be in substantially the form of Exhibit
D hereto and shall in any case specify:

               (A)  the proposed date of Borrowing,

                (B)   the  principal amount of the Bid Rate Loan for  which
          each such offer is being made, which principal amount (w) may  be
          greater than or less than the Commitment of the quoting Bank, (x)
          must  be  $5,000,000 or a larger multiple of $1,000,000, (y)  may
          not  exceed  the  principal amount of Bid  Rate  Loans  for  each
          Interest  Period for which offers were requested and (z)  may  be
          subject to an aggregate limitation as to the principal amount  of
          Bid  Rate Loans for which offers being made by such quoting  Bank
          may be accepted,

               (C)  in the case of a Bid Rate (Indexed) Auction, the margin
          above or below the applicable London Interbank Offered Rate  (the
          "Bid Rate (Indexed) Margin") offered for each such Bid Rate Loan,
          expressed as a percentage (specified to the nearest 1/10,000th of
          1%) to be added to or subtracted from such base rate,

                (D)   in the case of a Bid Rate (General) Auction, the rate
          of interest per annum (specified to the nearest 1/10,000th of 1%)
          (the  "Bid Rate (General)") offered for each such Bid Rate  Loan,
          and

               (E)  the identity of the quoting Bank.

A  Bid  Rate Quote may set forth up to five separate offers by the  quoting
Bank  with  respect  to  each  Interest Period  specified  in  the  related
Invitation for Bid Rate Quotes.

     (iii)     Any Bid Rate Quote shall be disregarded if:

                (A)   it is not substantially in conformity with Exhibit  D
          hereto  or  does not specify all of the information  required  by
          subsection 2.03(d)(ii);

               (B)  it contains qualifying, conditional or similar language
          beyond that contemplated by Exhibit D (other than a qualification
          or condition as to minimum amount);

                (C)   it proposes terms other than or in addition to  those
          set forth in the applicable Invitation for Bid Rate Quotes; or

                (D)   it  arrives  after the time set forth  in  subsection
          2.03(d)(i).

      (e)  Notice to Borrower.  The Administrative Agent shall promptly but
in  no  event later than (i) 5:00 P.M. (New York City time) on  the  fourth
Euro-Dollar  Business Day prior to the proposed date of Borrowing,  in  the
case  of  a  Bid Rate (Indexed) Auction or (ii) 10:30 A.M. (New  York  City
time)  on  the  proposed  date of Borrowing, in the  case  of  a  Bid  Rate
(General)  Auction  (or, in either case such other  time  or  date  as  the
Borrower and the Administrative Agent shall have mutually agreed and  shall
have  notified to the Banks not later than the date of the Bid  Rate  Quote
Request  for  the  first Bid Rate (Indexed) Auction or Bid  Rate  (General)
Auction  for  which such change is to be effective) notify the Borrower  of
the  terms  (x)  of  any Bid Rate Quote submitted by  a  Bank  that  is  in
accordance  with subsection (d) and (y) of any Bid Rate Quote that  amends,
modifies  or  is  otherwise inconsistent with a  previous  Bid  Rate  Quote
submitted  by  such Bank with respect to the same Bid Rate  Quote  Request.
Any  such subsequent Quote shall be disregarded by the Administrative Agent
unless  such  subsequent Quote is submitted solely to  correct  a  manifest
error  in  such  former Quote.  The Administrative Agent's  notice  to  the
Borrower  shall  specify (A) the aggregate principal amount  of  Loans  for
which  offers have been received for each Interest Period specified in  the
related  Bid  Rate Quote Request, (B) the respective principal amounts  and
Bid  Rate (Indexed) Margins or Bid Rates (General), as the case may be,  so
offered  and  (C)  if  applicable, limitations on the  aggregate  principal
amount of Bid Rate Loans for which offers in any single Bid Rate Quote  may
be accepted.

      (f)   Acceptance and Notice by Borrower.  Not later than  11:00  A.M.
(New York City time) on (x) the third Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a Bid Rate (Indexed) Auction  or
(y)  the  proposed date of Borrowing, in the case of a Bid  Rate  (General)
Auction  (or,  in either case, such other time or date as the Borrower  and
the Administrative Agent shall have mutually agreed and shall have notified
to  the Banks not later than the date of the Bid Rate Quote Request for the
first  Bid  Rate (Indexed) Auction or Bid Rate (General) Auction for  which
such   change  is  to  be  effective),  the  Borrower  shall   notify   the
Administrative Agent of its acceptance or non-acceptance of the  offers  so
notified to it pursuant to subsection (e).  In the case of acceptance, such
notice  (a  "Notice  of  Bid Rate Borrowing") shall specify  the  aggregate
principal amount of offers for each Interest Period that are accepted.  The
Borrower may accept any Bid Rate Quote in whole or in part; provided that:

           (i)   the  aggregate principal amount of each Bid Rate Borrowing
     may not exceed the applicable amount set forth in the related Bid Rate
     Quote Request,

           (ii)  the  principal amount of each Bid Rate Borrowing  must  be
     $10,000,000 or a larger multiple of $1,000,000, and

           (iii)     acceptance of offers may only be made on the basis  of
     ascending  Bid Rate (Indexed) Margins or Bid Rates (General),  as  the
     case may be.

     (g)  Allocation by Administrative Agent.  If offers are made by two or
more Banks with the same Bid Rate (Indexed) Margins or Bid Rates (General),
as  the  case  may  be, for a greater aggregate principal amount  than  the
amount  in  respect  of  which such offers are  accepted  for  the  related
Interest Period, the principal amount of Bid Rate Loans in respect of which
such  offers  are  accepted shall be allocated by the Administrative  Agent
among such Banks as nearly as possible (in multiples of $1,000,000, as  the
Administrative Agent may deem appropriate) in proportion to  the  aggregate
principal  amounts  of such offers.  Determinations by  the  Administrative
Agent  of the amounts of Bid Rate Loans shall be conclusive in the  absence
of manifest error.

1.1.      SECTION   Notice to Banks; Funding of Loans .  (a) Upon receipt
of a Notice of Borrowing, the Administrative Agent shall promptly notify
each Bank of the contents thereof and of such Bank's share (if any) of such
Borrowing and such Notice of Borrowing shall not thereafter be revocable by
the Borrower.
1.2.
1.3.      (b)  Not later than 1:00 P.M. (New York City time) on the date of
each Borrowing, each Bank participating therein shall (except as provided
in subsection (c) of this Section) make available its share of such
Borrowing, in Federal or other funds immediately available in New York
City, to the Administrative Agent at its address specified in or pursuant
to Section 11.01.  Unless the Administrative Agent determines that any
applicable condition specified in Article 3 has not been satisfied, the
Administrative Agent will make the funds so received from the Banks
available to the Borrower at the Administrative Agent's aforesaid address
not later than 2:30 P.M. (New York City time) on the date of such
Borrowing.
1.4.      (c)  Unless the Administrative Agent shall have received notice
from a Bank prior to the time of any Borrowing that such Bank will not make
available to the Administrative Agent such Bank's share of such Borrowing,
the Administrative Agent may assume that such Bank has made such share
available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.04 and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower
on such date a corresponding amount.  If and to the extent that such Bank
shall not have so made such share available to the Administrative Agent,
such Bank and, if such Bank shall not have made such payment within two
Domestic Business Days of demand therefor, the Borrower severally agree to
repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such
amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, a
rate per annum equal to the higher of the Federal Funds Rate and the
interest rate applicable thereto pursuant to Section 2.07 and (ii) in the
case of such Bank, the Federal Funds Rate.  If such Bank shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Loan included in such Borrowing for purposes of this
Agreement.
1.5.
1.6.      (d)  The failure of any Bank to make the Loan to be made by it as
part of any Borrowing shall not relieve any other Bank of its obligation,
if any, hereunder to make a Loan on the date of such Borrowing, but no Bank
shall be responsible for the failure of any other Bank to make a Loan to be
made by such other Bank.
1.7.
1.8.      SECTION   Registry; Notes .  (a) The Administrative Agent shall
maintain a register (the "Register") on which it will record the Commitment
of each Bank, each Loan made by such Bank and each repayment of any Loan
made by such Bank.  Any such recordation by the Administrative Agent on the
Register shall be presumptively correct, absent manifest error.  Failure to
make any such recordation, or any error in such recordation, shall not
affect the Borrowers' obligations hereunder.
1.9.
1.10.          (b)  Each Borrower hereby agrees that, promptly upon the
request of any Bank at any time, such Borrower shall deliver to such Bank a
duly executed Note, in substantially the form of Exhibit A hereto, payable
to the order of such Bank and representing the obligation of such Borrower
to pay the unpaid principal amount of the Loans made to such Borrower by
such Bank, with interest as provided herein on the unpaid principal amount
from time to time outstanding.
1.11.
1.12.          (c)  Each Bank shall record the date, amount and maturity of
each Loan made by it and the date and amount of each payment of principal
made by the Borrower with respect thereto, and each Bank receiving a Note
pursuant to this Section, if such Bank so elects in connection with any
transfer or enforcement of any Note, may endorse on the schedule forming a
part thereof appropriate notations to evidence the foregoing information
with respect to each such Loan then outstanding; provided that the failure
of such Bank to make any such recordation or endorsement shall not affect
the obligations of the Borrowers hereunder or under the Notes.  Such Bank
is hereby irrevocably authorized by the Borrowers so to endorse any Note
and to attach to and make a part of any Note a continuation of any such
schedule as and when required.
1.13.
1.14.          SECTION   Maturity of Loans .  (a) Each Syndicated Loan
shall mature, and the principal amount thereof shall be due and payable
(together with accrued and unpaid interest thereon), on the Termination
Date.
1.15.
1.16.          (b)  Each Swingline Loan included in any Swingline Borrowing
and each Bid Rate Loan included in any Bid Rate Borrowing shall mature, and
the principal amount thereof shall be due and payable (together with
accrued and unpaid interest thereon), on the last day of the Interest
Period applicable to such Borrowing.
1.17.
1.18.          SECTION  Interest Rates .  (a) Each Base Rate Loan shall
bear interest on the outstanding principal amount thereof, for each day
from the date such Loan is made until it becomes due, at a rate per annum
equal to the Base Rate for such day.  Such interest shall be payable
quarterly in arrears on each Quarterly Payment Date, at maturity and, with
respect to the principal amount of any Base Rate Loan converted to a Euro-
Dollar Loan, on the date such Base Rate Loan is so converted.  Any overdue
principal of or overdue interest on any Base Rate Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the
sum of 2% plus the Base Rate for such day.
1.19.
1.20.          (b)  Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for each day during each Interest
Period applicable thereto, at a rate per annum equal to the sum of the
Euro-Dollar Margin for such day plus the London Interbank Offered Rate
applicable to such Interest Period.  Such interest shall be payable for
each Interest Period on the last day thereof and, if such Interest Period
is longer than three months, at intervals of three months after the first
day thereof.
1.21.
1.22.          The "London Interbank Offered Rate" applicable to any
Interest Period means the average (rounded upward, if necessary, to the
next higher 1/16 of 1%) of the respective rates per annum at which deposits
in dollars are offered to each of the Euro-Dollar Reference Banks in the
London interbank market at approximately 11:00 A.M. (London time) two Euro-
Dollar Business Days before the first day of such Interest Period in an
amount approximately equal to the principal amount of the Loan of such Euro-
Dollar Reference Bank to which such Interest Period is to apply and for a
period of time comparable to such Interest Period.  If any Euro-Dollar
Reference Bank does not furnish a timely quotation, the Administrative
Agent shall determine the relevant interest rate on the basis of the
quotation furnished by the remaining Euro-Dollar Reference Banks or, if
none of such quotations is available on a timely basis, the provisions of
Section 8.01 shall apply.
1.23.
1.24.          (c)  Any overdue principal of or overdue interest on any
Euro-Dollar Loan shall bear interest, payable on demand, for each day from
and including the date payment thereof was due to but excluding the date of
actual payment, at a rate per annum equal to the sum of 2% plus the higher
of (i) the sum of the Euro-Dollar Margin for such day plus the London
Interbank Offered Rate applicable to such Loan at the date such payment was
due and (ii) the Base Rate for such day.
1.25.
1.26.          (d)  Each Swingline Loan shall bear interest on the
outstanding principal amount thereof, for each day during the Interest
Period applicable thereto, at a rate per annum equal to the Base Rate for
such day or such other rate as may be from time to time determined by
mutual agreement between the Swingline Bank making such Loan and the
Borrower.  Interest on each Swingline Loan shall be payable at the maturity
of such Loan.  Any overdue principal of or overdue interest on any
Swingline Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 2% plus the Base Rate for such
day; provided that if and to the extent the failure to pay such principal
or interest when due was attributable to default by a Bank in making a Loan
which such Bank was obligated to make hereunder, such interest shall accrue
at a rate per annum equal to the Base Rate from and including the date such
payment was due to but not including the first Domestic Business Day
thereafter and shall accrue at a rate per annum equal to the sum of 2% plus
the Base Rate from and including such first succeeding Domestic Business
Day until paid.
1.27.
1.28.          (e)  Subject to Section 8.01(a), each Bid Rate (Indexed)
Loan shall bear interest on the outstanding principal amount thereof, for
the Interest Period applicable thereto, at a rate per annum equal to the
sum of the London Interbank Offered Rate for such Interest Period
(determined in accordance with Section 2.07(b) as if each Euro-Dollar
Reference Bank were to participate in the related Bid Rate (Indexed)
Borrowing ratably in proportion to its Commitment) plus (or minus) the Bid
Rate (Indexed) Margin quoted by the Bank making such Loan in accordance
with Section 2.03.  Each Bid Rate (General) Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Bid Rate (General) quoted by the
Bank making such Loan in accordance with Section 2.03.  Such interest shall
be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months
after the first day thereof.  Any overdue principal of or overdue interest
on any Bid Rate Loan shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the sum of 2% plus the Base Rate
for such day.
1.29.
1.30.          (f)  The Administrative Agent shall determine each interest
rate applicable to the Loans hereunder.  The Administrative Agent shall
give prompt notice to the Borrower and the participating Banks of each rate
of interest so determined, and its determination thereof shall be
conclusive in the absence of manifest error.
1.31.
1.32.          SECTION   Fees .  (a) Facility Fee.  The Company shall pay
to the Administrative Agent for the account of each Bank a facility fee at
the Facility Fee Rate (determined daily in accordance with the Pricing
Schedule).  Such facility fee shall accrue (i) from and including the
earlier of the date hereof and the Effective Date to but excluding the date
of termination of the Commitments in their entirety, on the daily aggregate
amount of the Commitments (whether used or unused) and (ii) from and
including such date of termination to but excluding the date the Loans and
Letter of Credit Liabilities shall be repaid in their entirety, on the
daily average aggregate outstanding principal amount of the Loans and
Letter of Credit Liabilities.
1.33.
1.34.          (b)  Letter of Credit Fees.  Each Borrower shall pay (i) to
the Administrative Agent for the account of the Banks ratably a letter of
credit fee accruing daily on the aggregate amount then available for
drawing under all outstanding Letters of Credit issued at its request at a
rate per annum equal to the Euro-Dollar Margin and (ii) to each Issuing
Bank a letter of credit fronting fee accruing daily on the aggregate amount
then available for drawing under all Letters of Credit issued by such
Issuing Bank issued at its request at a rate per annum mutually agreed from
time to time by the Borrowers and such Issuing Bank.
1.35.
1.36.          (c)  Utilization Fees.  For any day on which the aggregate
outstanding principal amount of the Loans is equal to or greater than 25%
of the aggregate amount of the Commitments, the Company shall pay to the
Administrative Agent for the account of each Bank a utilization fee for
such day computed at a rate per annum equal to the Utilization Fee Rate
(determined daily in accordance with the Pricing Schedule) on the principal
amount of such Bank's Loans.  Such utilization fee shall accrue (for any
day on which applicable) from and including the Effective Date to the date
on which the Commitments are terminated, and thereafter until all Loans are
paid in full.
1.37.
1.38.          (d)  Payments.  Accrued fees under this Section shall be
payable quarterly in arrears on each Quarterly Payment Date and upon the
date of termination of the Commitments in their entirety (and, thereafter,
on demand until the Loans and Letter of Credit Liabilities shall be repaid
in their entirety).
1.39.
1.40.          SECTION   Optional Termination or Reduction of Commitments .
The Company may, upon notice to the Administrative Agent not later than
11:00 A.M. (New York City time) on any Domestic Business Day, (i) terminate
the Commitments at any time, if no Loans or Letter of Credit Liabilities
are outstanding at such time (after giving effect to any contemporaneous
prepayment of the Loans in accordance with Section 2.12) or (ii) ratably
reduce from time to time by an aggregate amount of $25,000,000 or any
larger multiple of $1,000,000 the aggregate amount of the Commitments in
excess of the aggregate outstanding principal amount of the Loans and
Letter of Credit Liabilities.
1.41.
1.42.          SECTION   Method of Electing Interest Rates .  (a) The Loans
included in each Syndicated Borrowing shall bear interest initially at the
type of rate specified by the Borrower in the applicable Notice of
Committed Borrowing.  Thereafter, the Borrower may from time to time elect
to change or continue the type of interest rate borne by each Group of
Loans (subject in each case to the provisions of Article 8 and the last
sentence of this subsection (a)), as follows:
1.43.
1.44.               (i)  if such Loans are Base Rate Loans, the Borrower
may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar
Business Day; and
1.45.
1.46.               (ii) if such Loans are Euro-Dollar Loans, the Borrower
may elect to convert such Loans to Base Rate Loans or elect to continue
such Loans as Euro-Dollar Loans for an additional Interest Period, subject
to Section 2.14 in the case of any such conversion or continuation
effective on any day other than the last day of the then current Interest
Period applicable to such Loans.
1.47.
1.48.          Each such election shall be made by delivering a notice in
substantially the form of Exhibit L (a "Notice of Interest Rate Election")
to the Administrative Agent not later than 11:00 A.M. (New York City time)
on the third Euro-Dollar Business Day before the conversion or continuation
selected in such notice is to be effective.  A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans, provided that (i) such
portion is allocated ratably among the Loans comprising such Group and (ii)
the portion to which such notice applies, and the remaining portion to
which it does not apply, are each $10,000,000 or any larger multiple of
$1,000,000.
1.49.
1.50.          (b)  Each Notice of Interest Rate Election shall specify:
1.51.
          (i)  the Group of Loans (or portion thereof) to which such notice
     applies;

          (ii) the date on which the conversion or continuation selected in
     such notice is to be effective, which shall comply with the applicable
     clause of subsection 2.10(a) above;

          (iii)     if the Loans comprising such Group are to be converted,
     the  new  type of Loans and, if the Loans being converted  are  to  be
     Fixed  Rate Loans, the duration of the next succeeding Interest Period
     applicable thereto; and

           (iv) if such Loans are to be continued as Euro-Dollar Loans  for
     an  additional  Interest  Period,  the  duration  of  such  additional
     Interest Period.

      Each  Interest Period specified in a Notice of Interest Rate Election
shall  comply  with the provisions of the definition of the term  "Interest
Period".

      (c)  Promptly after receiving a Notice of Interest Rate Election from
the Borrower pursuant to subsection 2.10(a) above, the Administrative Agent
shall  notify each Bank of the contents thereof and such notice  shall  not
thereafter  be  revocable by the Borrower.  If no Notice of  Interest  Rate
Election is timely received prior to the end of an Interest Period for  any
Group  of  Loans,  the Borrower shall be deemed to have elected  that  such
Group  of Loans be converted to Base Rate Loans as of the last day of  such
Interest Period.

      (d)   An  election by the Borrower to change or continue the rate  of
interest  applicable to any Group of Loans pursuant to this  Section  shall
not constitute a "Borrowing" subject to the provisions of Section 3.02.

1.1.        SECTION   Scheduled Termination of Commitments .  The
Commitments shall terminate on the Termination Date, and any Loans then
outstanding (together with accrued and unpaid interest thereon) shall be
due and payable on such date.
1.2.
1.3.      SECTION   Optional Prepayments .  (a) Subject in the case of any
Fixed Rate Borrowing to Section 2.14, the Borrower may upon notice to the
Administrative Agent not later than 11:00 A.M. (New York City time) on any
Domestic Business Day prepay on such Domestic Business Day any Group of
Base Rate Loans, any Swingline Borrowing or any Bid Rate Borrowing bearing
interest at the Base Rate pursuant to Section 8.01(a) and upon at least
three Euro-Dollar Business Days' notice to the Administrative Agent not
later than 11:00 A.M. (New York City time) prepay any Group of Euro-Dollar
Loans, in each case in whole at any time, or from time to time in part in
amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by
paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment.  Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Banks included in such
Group or Borrowing.
1.4.
1.5.      (b)  Except as provided in subsection 2.12(a), the Borrower may
not prepay all or any portion of the principal amount of any Bid Rate Loan
prior to the maturity thereof.
1.6.
1.7.      (c)  Upon receipt of a notice of prepayment pursuant to this
Section, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of such Bank's share (if any) of such prepayment and
such notice shall not thereafter be revocable by the Borrower.
1.8.
1.9.      SECTION   General Provisions as to Payments .  (a) Each payment
of principal of, and interest on, the Loans and of fees hereunder shall be
made not later than 2:30 P.M. (New York City time) on the date when due, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 11.01.  The
Administrative Agent will promptly distribute to each Bank its ratable
share of each such payment received by the Administrative Agent for the
account of the Banks.  Whenever any payment of principal of, or interest
on, the Base Rate Loans, Swingline Loans or Letter of Credit Liabilities or
of fees shall be due on a day which is not a Domestic Business Day, the
date for payment thereof shall be extended to the next succeeding Domestic
Business Day.  Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business
Day, the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
another calendar month, in which case the date for payment thereof shall be
the next preceding Euro-Dollar Business Day.  Whenever any payment of
principal of, or interest on, the Bid Rate Loans shall be due on a day
which is not a Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day.  If the date
for any payment of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.
1.10.
1.11.          (b)  Unless the Administrative Agent shall have received
notice from a Borrower prior to the date on which any payment is due from
such Borrower to the Banks hereunder that such Borrower will not make such
payment in full, the Administrative Agent may assume that such Borrower has
made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Bank on such due date an amount equal to the amount
then due such Bank.  If and to the extent that such Borrower shall not have
so made such payment, each Bank shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to
such Bank until the date such Bank repays such amount to the Administrative
Agent, at the Federal Funds Rate.
1.12.
1.13.          SECTION   Funding Losses .  If a Borrower makes any payment
of principal with respect to any Fixed Rate Loan or any Euro-Dollar Loan is
converted to a Base Rate Loan or continued as a Euro-Dollar Loan for a new
Interest Period (pursuant to Article 2, 6 or 8 or otherwise) on any day
other than the last day of an Interest Period applicable thereto, or if a
Borrower fails to borrow, prepay, convert or continue any Fixed Rate Loans
after notice has been given to any Bank in accordance with Section 2.04(a),
2.10(c) or 2.12(c) (other than by reason of a default by the Bank demanding
payment hereunder), such Borrower shall reimburse each Bank within 15 days
after written demand from such Bank for any resulting loss or reasonable
expense incurred by it (or by an existing or prospective Participant in the
related Loan, but not to exceed the loss and expense which would have been
incurred by such Bank had no participations been granted by it), including
(without limitation) any loss incurred in obtaining, liquidating or
employing deposits from third parties, but excluding loss of profit or
margin for the period after any such payment or conversion or failure to
borrow, prepay, convert or continue, provided that such Bank shall have
delivered to such Borrower a certificate setting forth in reasonable detail
the calculation of the amount of such loss or expense, which certificate
shall be presumptively correct in the absence of manifest error.
1.14.
1.15.          SECTION   Computation of Interest and Fees .  Interest based
on the Prime Rate hereunder shall be computed on the basis of a year of 365
days (or 366 days in a leap year) and paid for the actual number of days
elapsed (including the first day but excluding the last day).  All other
interest and all fees shall be computed on the basis of a year of 360 days
and paid for the actual number of days elapsed (including the first day but
excluding the last day).
1.16.
1.17.          SECTION   Letters of Credit .  (a) Subject to the terms and
conditions hereof, each Issuing Bank agrees to issue Letters of Credit
hereunder from time to time before the sixth Domestic Business Day
preceding the Termination Date upon the request of any Borrower; provided
that, immediately after each Letter of Credit is issued (i) the aggregate
amount of the Letter of Credit Liabilities plus the aggregate outstanding
amount of all Loans shall not exceed the aggregate amount of the
Commitments and (ii) the aggregate Letter of Credit Liabilities shall not
exceed $100,000,000.  On the Effective Date, each of the Existing Letters
of Credit shall be deemed to be a Letter of Credit issued at the request of
the Company hereunder, and shall from and after such date be governed by
the provisions of this Agreement as fully as if the same had been issued
pursuant hereto on the Effective Date.  Upon the date of issuance by an
Issuing Bank of a Letter of Credit (or on the Effective Date, in the case
of the Existing Letters of Credit), the Issuing Bank shall be deemed,
without further action by any party hereto, to have sold to each Bank, and
each Bank shall be deemed, without further action by any party hereto, to
have purchased from the Issuing Bank, a participation in such Letter of
Credit and the related Letter of Credit Liabilities in the proportion its
Commitment bears to the aggregate Commitments.
1.18.
1.19.          (b)  The Borrower shall give an Issuing Bank notice at least
three Domestic Business Days prior to the requested issuance of a Letter of
Credit specifying the date such Letter of Credit is to be issued, and
describing the terms of such Letter of Credit and the nature of the
transactions to be supported thereby (such notice, including any such
notice given in connection with the extension of a Letter of Credit, a
"Notice of Issuance").  Upon receipt of a Notice of Issuance, the Issuing
Bank shall promptly notify the Administrative Agent, and the Administrative
Agent shall promptly notify each Bank of the contents thereof and of the
amount of such Bank's participation in such Letter of Credit.  The issuance
by the Issuing Bank of each Letter of Credit shall, in addition to the
conditions precedent set forth in Article 3, be subject to the conditions
precedent that such Letter of Credit shall be in such form and contain such
terms as shall be reasonably satisfactory to the Issuing Bank and that the
Borrower shall have executed and delivered such other instruments and
agreements relating to such Letter of Credit as the Issuing Bank shall have
reasonably requested.  The Borrower shall also pay to the Issuing Bank for
its own account issuance, drawing, amendment and extension charges in the
amounts and at the times as agreed between the Borrower and the Issuing
Bank.  The extension or renewal of any Letter of Credit shall be deemed to
be an issuance of such Letter of Credit, and if any Letter of Credit
contains a provision pursuant to which it is deemed to be extended unless
notice of termination is given by the Issuing Bank, the Issuing Bank shall
timely give such notice of termination unless it has theretofore timely
received a Notice of Issuance and the other conditions to issuance of a
Letter of Credit have also theretofore been met with respect to such
extension.
1.20.
1.21.          (c)  No Letter of Credit shall have a term extending or
extendible beyond the fifth Domestic Business Day preceding the Termination
Date.
1.22.
1.23.          (d)  Upon receipt from the beneficiary of any Letter of
Credit of any notice of a drawing under such Letter of Credit, the Issuing
Bank shall notify the Administrative Agent and the Administrative Agent
shall promptly notify the Borrower and each other Bank as to the amount to
be paid as a result of such demand or drawing and the payment date.  The
Borrower shall be irrevocably and unconditionally obligated forthwith to
reimburse the Issuing Bank for any amounts paid by the Issuing Bank upon
any drawing under any Letter of Credit, without presentment, demand,
protest or other formalities of any kind.  In the event of a drawing under
a Letter of Credit, the Borrower shall, unless it gives not less than one
Domestic Business Day's notice to the Administrative Agent to the contrary,
be deemed to have timely given a Notice of Borrowing for a Base Rate
Borrowing on the date of such drawing in the exact amount due the Issuing
Bank hereunder on such date, and the Administrative Agent shall apply the
proceeds of such Borrowing to make payment thereof.
1.24.
1.25.          (e)  All such amounts paid by the Issuing Bank and remaining
unpaid by the Borrower shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the Base Rate for such day plus, if
such amount remains unpaid for more than one Domestic Business Day, 2%;
provided that if and to the extent the failure to pay such principal or
interest when due is attributable to default by a Bank in making a Loan
which such Bank was obligated to make hereunder, such interest shall accrue
at a rate per annum equal to the Base Rate from and including the date such
payment was due to but not including the first Domestic Business Day
thereafter and shall accrue at a rate per annum equal to the sum of 2% plus
the Base Rate from and including such first succeeding Domestic Business
Day until paid.  In addition, each Bank will pay to the Administrative
Agent, for the account of the Issuing Bank, immediately upon the Issuing
Bank's demand at any time during the period commencing after such drawing
until reimbursement therefor in full by the Borrower, an amount equal to
such Bank's ratable share of such drawing (in proportion to its
participation therein), together with interest on such amount for each day
from the date of the Issuing Bank's demand for such payment (or, if such
demand is made after 12:00 Noon (New York City time) on such date, from the
next succeeding Domestic Business Day) to the date of payment by such Bank
of such amount at a rate of interest per annum equal to the Federal Funds
Rate.  The Issuing Bank will pay to each Bank ratably all amounts received
from the Borrower for application in payment of its reimbursement
obligations in respect of any Letter of Credit, but only to the extent such
Bank has made payment to the Issuing Bank in respect of such Letter of
Credit pursuant hereto.
1.26.
1.27.          (f)  The obligations of each Borrower and Bank under
subsections 2.16(d) and 2.16(e) above shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement, under all circumstances whatsoever, including without
limitation the following circumstances:
1.28.
1.29.               (i)  the use which may be made of the Letter of Credit
by, or any acts or omission of, a beneficiary of a Letter of Credit (or any
Person for whom the beneficiary may be acting);
1.30.
1.31.               (ii) the existence of any claim, set-off, defense or
other rights that such Borrower may have at any time against a beneficiary
of a Letter of Credit (or any Person for whom the beneficiary may be
acting), the Banks (including the Issuing Bank), any other Borrower or any
other Person, whether in connection with this Agreement or the Letter of
Credit or any document related hereto or thereto or any unrelated
transaction;
1.32.
1.33.               (iii)     any statement or any other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect
whatsoever;
1.34.
1.35.               (iv) payment under a Letter of Credit to the
beneficiary of such Letter of Credit against presentation to the Issuing
Bank of a draft or certificate that does not comply with the terms of the
Letter of Credit; and
1.36.
1.37.               (v)  any other act or omission to act or delay of any
kind by any Bank (including the Issuing Bank), the Administrative Agent or
any other Person or any other event or circumstance whatsoever that might,
but for the provisions of this subsection (v), constitute a legal or
equitable discharge of such Borrower's or Bank's obligations hereunder;
provided however that nothing in this subsection 2.16(f) shall relieve the
Issuing Bank, the Administrative Agent or any other Bank of legal
responsibility it would otherwise have for the consequences of its own
gross negligence or willful misconduct.

      (g)   Each  Borrower hereby indemnifies and holds harmless each  Bank
(including each Issuing Bank) and the Administrative Agent from and against
any  and  all liabilities, losses, damages, costs or out-of-pocket expenses
which  such Bank or the Administrative Agent may incur (including,  without
limitation,  any  liabilities,  losses,  damages,  costs  or  out-of-pocket
expenses which an Issuing Bank may incur by reason of or in connection with
the failure of any other Bank to fulfill or comply with its obligations  to
such Issuing Bank hereunder (but nothing herein contained shall affect  any
rights  the Borrower may have against such defaulting Bank)), and  none  of
the  Banks  (including the Issuing Banks) nor the Administrative Agent  nor
any  of  their officers or directors or employees or agents shall be liable
or  responsible,  by  reason of or in connection  with  the  execution  and
delivery  or transfer of or payment or failure to pay under any  Letter  of
Credit issued at the request of such Borrower, including without limitation
any of the circumstances enumerated in subsection 2.16(f) above, as well as
(i)  any error, omission, interruption or delay in transmission or delivery
of  any  messages, by mail, cable, telegraph, telex or otherwise, (ii)  any
loss or delay in the transmission of any document required in order to make
a drawing under a Letter of Credit, and (iii) any consequences arising from
causes beyond the control of the Issuing Bank, including without limitation
any  government acts, or any other circumstances whatsoever  in  making  or
failing  to  make payment under such Letter of Credit; provided  that  such
Borrower  shall  not  be required to indemnify the  Issuing  Bank  for  any
claims,  damages, losses, liabilities, costs or expenses, and the  Borrower
shall have a claim for direct damage suffered by it, to the extent found by
a  court  of competent jurisdiction to have been caused by (x) the  willful
misconduct or gross negligence of the Issuing Bank in determining whether a
request  presented under any such Letter of Credit complied with the  terms
of such Letter of Credit or (y) the Issuing Bank's failure to pay under any
such  Letter  of Credit after the presentation to it of a request  strictly
complying with the terms and conditions of such Letter of Credit.   Nothing
in  this  subsection  2.16(g) is intended to limit the obligations  of  any
Borrower  under any other provision of this Agreement.  To the  extent  any
Borrower does not indemnify an Issuing Bank as required by this subsection,
the Banks agree to do so ratably in accordance with their Commitments.

1.1.      SECTION   Regulation D Compensation .  In the event that a Bank
is required to maintain reserves of the type contemplated by the definition
of "Euro-Dollar Reserve Percentage", such Bank may require the Borrower to
pay, contemporaneously with each payment of interest on the Euro-Dollar
Loans, additional interest on the related Euro-Dollar Loan of such Bank at
a rate per annum determined by such Bank up to but not exceeding the excess
of (i) (A) the applicable London Interbank Offered Rate divided by (B) one
minus the Euro-Dollar Reserve Percentage over (ii) the applicable London
Interbank Offered Rate.  Any Bank wishing to require payment of such
additional interest (x) shall so notify the Borrower and the Administrative
Agent, in which case such additional interest on the Euro-Dollar Loans of
such Bank shall be payable to such Bank at the place indicated in such
notice with respect to each Interest Period commencing at least three
Euro-Dollar Business Days after the giving of such notice and (y) shall
furnish to the Borrower at least three Euro-Dollar Business Days prior to
each date on which interest is payable on the Euro-Dollar Loans of such
Borrower an officer's certificate setting forth the amount to which such
Bank is then entitled under this Section 2.17 (which shall be consistent
with such Bank's good faith estimate of the level at which the related
reserves are maintained by it).  Each such notification shall  be
accompanied by such information as the Borrower may reasonably request.
1.2.
1.3.      "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member
bank of the Federal Reserve System in New York City with deposits exceeding
five billion dollars in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is determined or
any category of extensions of credit or other assets which includes loans
by a non-United States office of any Bank to United States residents).
1.4.
1.5.      SECTION   Takeout of Swingline Loans .  (a) In the event that any
Swingline Loan shall not be repaid in full at or prior to the maturity
thereof the Administrative Agent shall, on behalf of the Borrower (each
Borrower hereby irrevocably directing and authorizing the Administrative
Agent so to act on its behalf), give a Notice of Borrowing requesting the
Banks, including the Swingline Bank, to make a Base Rate Borrowing on the
maturity date of such Swingline Loan in an amount equal to the unpaid
principal amount of such Swingline Loan.  Each Bank will make the proceeds
of its Base Rate Loan included in such Borrowing available to the
Administrative Agent for the account of the Swingline Bank which made such
Swingline Loan on such date in accordance with Section 2.04.  The proceeds
of such Base Rate Borrowing shall be immediately applied to repay such
Swingline Loan.
1.6.
1.7.      (b)  If, for any reason, a Base Rate Borrowing may not be (as
determined by the Administrative Agent in its sole discretion), or is not,
made pursuant to subsection (a) above to refund a Swingline Loan as
required by said subsection, then, effective on the date such Borrowing
would otherwise have been made, each Bank severally, unconditionally and
irrevocably agrees that it shall purchase an undivided participating
interest in such Swingline Loan (an "Unrefunded Swingline Loan") in an
amount equal to the amount of the Loan which otherwise would have been made
by such Bank pursuant to subsection (a), which purchase shall be funded by
the time such Loan would have been required to be funded pursuant to
Section 2.04 by transfer to the Administrative Agent, for the account of
the Swingline Bank, in immediately available funds, of the amount of its
participation.
1.8.
1.9.      (c)  Whenever, at any time after the Swingline Bank has received
from any Bank payment in full for such Bank's participating interest in a
Swingline Loan, the Swingline Bank (or the Administrative Agent on its
behalf) receives any payment on account thereof, the Swingline Bank (or the
Administrative Agent, as the case may be) will promptly distribute to such
Bank its participating interest in such payment (appropriately adjusted, in
the case of interest payments, to reflect the period of time during which
such Bank's participating interest was outstanding and funded); provided,
however, that in the event that such payment is subsequently required to be
returned, such Bank will return to the Swingline Bank (or the
Administrative Agent, as the case may be) any portion thereof previously
distributed by the Swingline Bank (or the Administrative Agent, as the case
may be) to it.
1.10.
1.11.          (d)  Each Bank's obligation to purchase and fund
participating interests pursuant to this Section shall be absolute and
unconditional and shall not be affected by any circumstance, including,
without limitation:  any setoff, counterclaim, recoupment, defense or other
right which such Bank or the Borrower may have against any Swingline Bank,
or any other Person for any reason whatsoever; the occurrence or
continuance of a Default or the failure to satisfy any of the conditions
specified in Article 3; any adverse change in the condition (financial or
otherwise) of any Borrower; any breach of this Agreement by any Borrower or
any Bank; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.
1.12.
1.13.          SECTION   Foreign Costs .  (a) If the cost to any Bank of
making or maintaining any Loan or of issuing or participating in any Letter
of Credit is increased, or the amount of any sum received or receivable by
any Bank (or its Applicable Lending Office) is reduced by an amount deemed
by such Bank to be material, by reason of the fact that the Borrower of
such Loan or Letter of Credit is incorporated in, or conducts business in,
a jurisdiction outside the United States of America, such Borrower shall
indemnify such Bank for such increased cost or reduction within 15 days
after demand by such Bank (with a copy to the Administrative Agent).  A
certificate of such Bank claiming compensation under this subsection (a)
and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error.
1.14.
1.15.          (b)  Each Bank will promptly notify the Company and the
Administrative Agent of any event of which it has knowledge that will
entitle such Bank to additional compensation pursuant to subsection (a) and
will designate a different Applicable Lending Office if, in the judgment of
such Bank, such designation will avoid the need for, or reduce the amount
of, such compensation and will not be otherwise disadvantageous to such
Bank.
1.16.

                             ARTICLE CONDITIONS
1.1.      SECTION   Effectiveness .  This Agreement shall become effective,
and  all  loans  outstanding under the Existing Credit Agreement  shall  be
deemed  to  be  Loans  hereunder, on the date that each  of  the  following
conditions shall have been satisfied (or waived in accordance with  Section
11.05):

     (a)       receipt by the Administrative Agent of evidence that counterparts
     hereof have been signed by each Borrower, the Resigning Agent and  the
     Required Banks (it being understood that the Administrative Agent may rely
     on telegraphic, telecopy, telex or other written confirmation from any
     party of execution of a counterpart hereof by such party);

     (a)       receipt by the Administrative Agent of an opinion of (i) Kirkland
     & Ellis, special counsel for the Company, substantially in the form of
     Exhibit E-1 hereto and (ii) Mary Ann Hynes, General Counsel of the Company,
     substantially in the form of Exhibit E-2 hereto, and in each case covering
     such additional matters relating to the transactions contemplated hereby as
     the Required Banks may reasonably request;

     (a)       receipt by the Administrative Agent of an opinion of Mayer, Brown
     & Platt, special counsel for the Administrative Agent, substantially in the
     form of Exhibit F hereto and covering such additional matters relating to
     the transactions contemplated hereby as the Required Banks may reasonably
     request; and

     (a)       receipt by the Administrative Agent of all documents it may have
     reasonably requested prior to the date hereof relating to the existence of
     the Company, the corporate authority for and the validity of this Agreement
     and  the Notes, and any other matters relevant hereto, all in form and
     substance satisfactory to the Administrative Agent;

provided  that this Agreement shall not become effective or be  binding  on
any  party hereto unless all of the foregoing conditions are satisfied  not
later  than December 24, 1999; and provided further that the provisions  of
Sections   2.08,   2.09,  2.14  and  11.03  shall  become  effective   upon
satisfaction   of   the  condition  specified  in  clause   3.01(a).    The
Administrative Agent shall promptly notify the Company and the Banks of the
Effective  Date,  and such notice shall be conclusive and  binding  on  all
parties hereto.

1.1.       SECTION   Borrowings and Issuance of Letters of Credits  .   The
obligation of any Bank to make a Loan on the occasion of any Borrowing  and
the  obligation of the Issuing Bank to issue (or renew or extend  the  term
of)  any  Letter of Credit is subject to the satisfaction of the  following
conditions;  provided  that  if  such  Borrowing  is  a  Swingline  Takeout
Borrowing,  only  the conditions set forth in clauses 3.02(a)  and  3.02(b)
must be satisfied:
1.2.
     (a)       receipt by the Administrative Agent of a Notice of Borrowing as
     required by Section 2.02 or 2.03 or receipt by the Issuing Bank of a Notice
     of Issuance as required by Section 2.16, as the case may be;

     (a)       the fact that, immediately after such Borrowing or issuance of
     such  Letter of Credit, the sum of the aggregate outstanding principal
     amount  of  the  Loans and the aggregate amount of  Letter  of  Credit
     Liabilities will not exceed the aggregate amount of the Commitments, the
     aggregate outstanding principal amount of Swingline Loans will not exceed
     $25,000,000 and the aggregate amount of Letter of Credit Liabilities will
     not exceed $100,000,000;

     (a)       the fact that, immediately after such Borrowing or issuance of
     such Letter of Credit, no Default shall have occurred and be continuing;
     and

     (a)       the fact that the representations and warranties (other than (i)
     the representation and warranty set forth in Section 4.04(b) in the case of
     a  Borrowing which does not result in an increase in the  sum  of  the
     aggregate  outstanding principal amount of the Loans and the aggregate
     Letter of Credit Liabilities, (ii) the representation and warranty set
     forth in Section 4.04(a) and (iii) the representations and warranties set
     forth in Section 4.12 in the case of a Borrowing after December 31, 2000)
     of the Borrower and, if the Borrower is not the Company, of the Company
     contained in this Agreement shall be true on and as of the date of such
     Borrowing or issuance of such Letter of Credit.

     Each Borrowing and each issuance of a Letter of Credit hereunder shall
be  deemed to be a representation and warranty by the Borrower (and, if the
Company  is not the Borrower, by the Company) on the date of such Borrowing
or  issuance as to the facts specified in clauses (b), (c) and (d) of  this
Section  (unless such Borrowing is a Swingline Takeout Borrowing, in  which
case  the  Borrower  (and  the Company) shall be deemed  to  represent  and
warrant as to the facts specified in clause (b) of this Section).

1.1.      SECTION   First Borrowing by or Issuance of Letter of Credit  for
Each Eligible Subsidiary .  The obligation of each Bank to make a Loan  and
the  obligation of each Issuing Bank to issue (or renew or extend the  term
of)  any  Letter  of Credit on the occasion of the first  Borrowing  by  or
issuance for each Eligible Subsidiary is subject to the satisfaction of the
following further conditions:
1.2.
     (a)       receipt by the Administrative Agent of an opinion or opinions of
     counsel  for  such  Eligible Subsidiary reasonably acceptable  to  the
     Administrative  Agent  (which, in the case of an  Eligible  Subsidiary
     organized under the laws of the United States or a State thereof may be an
     employee of the Company) and addressed to the Administrative Agent and the
     Banks, substantially to the effect of Exhibit J hereto and covering such
     additional matters relating to the transactions contemplated hereby as the
     Required Banks may reasonably request; and

     (a)       receipt by the Administrative Agent of all documents which it may
     reasonably request relating to the existence of such Eligible Subsidiary,
     the authority for and the validity of the Election to Participate of such
     Eligible  Subsidiary, this Agreement and the Notes  of  such  Eligible
     Subsidiary,  and any other matters relevant thereto, all in  form  and
     substance reasonably satisfactory to the Administrative Agent.


                   ARTICLE REPRESENTATIONS AND WARRANTIES

2    The Company represents and warrants that:
3
3.1.       SECTION    Corporate Existence and Power .   The  Company  is  a
corporation duly incorporated, validly existing and in good standing  under
the   laws   of  Delaware,  has  all  corporate  powers  and  all  material
governmental licenses, authorizations, consents and approvals  required  to
carry on its business as now conducted and is duly qualified to do business
as  a foreign corporation in each jurisdiction where such qualification  is
required,  except where the failure so to qualify could not  reasonably  be
expected to have a Material Adverse Effect.

1.1.        SECTION     Corporate   and  Governmental   Authorization;   No
Contravention .  The execution, delivery and performance by the Company  of
this  Agreement  and its Notes are within the Company's  corporate  powers,
have  been  duly authorized by all necessary corporate action,  require  no
action  by or in respect of, or filing with, any governmental body,  agency
or  official  and  do  not contravene, or constitute a default  under,  any
provision  of  applicable  law  or regulation  or  of  the  certificate  of
incorporation  or  by-laws  of the Company or of any  agreement,  judgment,
injunction, order, decree or other instrument binding upon the  Company  or
any of its Subsidiaries or result in the creation or imposition of any Lien
on any asset of the Company or any of its Subsidiaries.
1.2.
1.3.       SECTION   Binding Effect .  This Agreement constitutes  a  valid
and  binding  agreement of the Company and each of its Notes, if  and  when
executed and delivered in accordance with this Agreement, will constitute a
valid  and  binding obligation of the Company, in each case enforceable  in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency  or  similar laws affecting creditors' rights generally  and  by
general principles of equity.
1.4.
1.5.       SECTION   Financial Information .  (a) The consolidated  balance
sheet  of the Company and its Consolidated Subsidiaries as of December  31,
1998  and  the related consolidated statements of earnings, cash flows  and
changes in stockholders' equity for the fiscal year then ended, reported on
by Ernst & Young LLP, copies of which are included in the Company's Form 10-
K for the period ended December 31, 1998 and have been delivered to each of
the  Banks,  fairly  present in all material respects, in  conformity  with
generally   accepted  accounting  principles,  the  consolidated  financial
position  of the Company and its Consolidated Subsidiaries as of such  date
and their consolidated results of operations and cash flows for such fiscal
year.
1.6.
1.7.      (b)  The financial statements presented in the Company's Form 10-
Q for the period ended September 30, 1999, which the Company has filed with
the Securities and Exchange Commission, copies of which have been delivered
to each of the Banks, fairly present in all material respects, on a basis
consistent with the financial statements referred to in Section 4.04(a),
the consolidated financial position of the Company and its Consolidated
Subsidiaries as of such date and their consolidated results of operations
and cash flows for such nine-month period (subject to normal year-end audit
adjustments and the absence of full footnotes).
1.8.
1.9.      (c)  Since September 30, 1999, there has been no material adverse
change in the business, financial position or operations of the Company and
its Consolidated Subsidiaries, considered as a whole.
1.10.
1.11.          SECTION   Litigation .  Except as disclosed in the Company's
annual  report  on  Form 10-K for the year ended December  31,  1998,  each
registration statement (other than a registration statement on Form S-8 (or
its  equivalent))  and each report on Form 10-K, 10-Q  and  8-K  (or  their
equivalents)  which  the Company shall have filed with the  Securities  and
Exchange  Commission at any time thereafter, there is no  action,  suit  or
proceeding  pending against, or to the knowledge of the Company, threatened
against  or  affecting, the Company or any of its Subsidiaries  before  any
court  or  arbitrator or any governmental body, agency  or  official  which
could reasonably be expected to have a Material Adverse Effect or which  in
any manner draws into question the validity of this Agreement or any Note.

1.1.       SECTION    Compliance  with Laws .  (a)  The  Company  and  each
Subsidiary  is  in compliance in all material respects with all  applicable
laws,  ordinances,  rules,  regulations and  requirements  of  governmental
authorities  except  where  (i)  non-compliance  could  not  reasonably  be
expected  to  have  a  Material Adverse Effect or  (ii)  the  necessity  of
compliance therewith is contested in good faith by appropriate proceedings.

      (b)   Each  member of the ERISA Group has fulfilled  its  obligations
under the minimum funding standards of ERISA and the Internal Revenue  Code
with  respect  to  each Plan and is in compliance in all material  respects
with  the presently applicable provisions of ERISA and the Internal Revenue
Code  with  respect  to each Plan.  No member of the ERISA  Group  has  (i)
sought  a waiver of the minimum funding standard under Section 412  of  the
Internal  Revenue  Code in respect of any Plan, (ii)  failed  to  make  any
contribution or payment to any Plan or Multiemployer Plan or in respect  of
any  Benefit  Arrangement, or made any amendment to  any  Plan  or  Benefit
Arrangement, which has resulted or could result in the imposition of a Lien
or  the  posting  of a bond or other security under ERISA or  the  Internal
Revenue Code or (iii) incurred any liability under Title IV of ERISA  other
than a liability to the PBGC for premiums under Section 4007 of ERISA.

1.1.      SECTION   Environmental Matters .  In the ordinary course of  its
business,  the  Company conducts a systematic review  of  the  effects  and
reasonably  ascertainable associated liabilities and costs of Environmental
Laws  on  the  business, operations and properties of the Company  and  its
Subsidiaries.   The  associated  liabilities  and  costs  include,  without
limitation: any capital or operating expenditures required for clean-up  or
closure  of  properties  presently  or previously  owned;  any  capital  or
operating  expenditures  required to achieve or  maintain  compliance  with
Environmental  Laws;  any constraints on operating  activities  related  to
achieving or maintaining compliance with Environmental Laws, including  any
periodic or permanent shutdown of any facility or reduction in the level or
change  in  the  nature  of  operations conducted  thereat;  any  costs  or
liabilities  in  connection with off-site disposal of wastes  or  hazardous
substances;  and  any  actual or potential liabilities  to  third  parties,
including  employees,  arising under Environmental Laws,  and  any  related
costs  and  expenses.   On  the  basis of  this  review,  the  Company  has
reasonably concluded that such associated liabilities and costs,  including
the  costs  of compliance with Environmental Laws, could not reasonably  be
expected to have a Material Adverse Effect.
1.2.
1.3.       SECTION   Taxes .  The Company and its Subsidiaries  have  filed
all  United  States Federal income tax returns and all other  material  tax
returns which are required to be filed by them and have paid all taxes  due
pursuant  to  such returns or pursuant to any assessment  received  by  the
Company  or any Subsidiary except (i) where nonpayment could not reasonably
be  expected to have a Material Adverse Effect or (ii) where the  same  are
contested in good faith by appropriate proceedings.  The charges,  accruals
and reserves on the books of the Company and its Subsidiaries in respect of
taxes  or  other governmental charges are, in the opinion of  the  Company,
adequate.
1.4.
1.5.       SECTION    Subsidiaries  .   Each  of  the  Company's  corporate
Subsidiaries  is a corporation validly existing and in good standing  under
the laws of its jurisdiction of incorporation, and has all corporate powers
and  all  material  governmental  licenses,  authorizations,  consents  and
approvals  required to carry on its business as now conducted and  is  duly
qualified  to  do  business as a foreign corporation in  each  jurisdiction
where  such  qualification is required, except  where  the  failure  so  to
qualify could not reasonably be expected to have Material Adverse Effect.
1.6.
1.7.      SECTION   Regulatory Restrictions on Borrowing .  The Company  is
not  an  "investment company" within the meaning of the Investment  Company
Act  of  1940,  as amended, a "holding company" within the meaning  of  the
Public  Utility  Holding  Company Act of 1935,  as  amended,  or  otherwise
subject to any regulatory scheme which restricts its ability to incur debt.
1.8.
1.9.      SECTION   Full Disclosure .  Neither the Company's Form 10-K  for
the year ended December 31, 1998, as of the date of filing of such Form 10-
K,  nor any registration statement (other than a registration statement  on
Form  S-8  (or its equivalent)) or report on Form 10-K, 10-Q  and  8-K  (or
their  equivalents) which the Company shall have filed with the  Securities
and  Exchange  Commission  as at the time of filing  of  such  registration
statement  or  report, as applicable, contained any untrue statement  of  a
material  fact or omitted to state a material fact necessary  in  order  to
make  any  statements contained therein, in the light of the  circumstances
under which they were made, not misleading; provided that to the extent any
such  document contains forecasts and/or projections, it is understood  and
agreed  that  uncertainty is inherent in any forecasts or  projections  and
that no assurances can be given by the Company of the future achievement of
such performance.
1.10.
1.11.           SECTION   Year 2000 .  Any reprogramming required to permit
the  proper  functioning, in and following year  2000,  of   the  Company's
computer  systems  and equipment containing embedded microchips  (including
systems  and  equipment  supplied by others or  with  which  the  Company's
systems interface) and the testing of all such systems and equipment, as so
reprogrammed,  will  be completed in a timely fashion.   The  cost  to  the
Company of such reprogramming and testing and of the reasonably foreseeable
consequences  of  year 2000 to the Company (including, without  limitation,
reprogramming errors and the failure of others' systems or equipment)  will
not  result in a Default or a Material Adverse Effect.  Except for such  of
the  reprogramming  referred  to  in  the  preceding  sentence  as  may  be
necessary,  the computer and management information systems of the  Company
and   its  Subsidiaries  are  and,  with  ordinary  course  upgrading   and
maintenance, will continue for the term of this Agreement, to be sufficient
to  permit  the  Company to conduct its business without  Material  Adverse
Effect.
1.12.

                             ARTICLE COVENANTS
     The Company and, where stated, each other Borrower agree that, so long
as  any  Bank has any Commitment hereunder or any amount payable  hereunder
remains unpaid or any Letter of Credit Liabilities remain outstanding:

1.1.      SECTION   Information .  The Company will deliver to each of  the
Banks:
1.2.
     (a)       as soon as available and in any event within 95 days after the
     end of each fiscal year of the Company, a consolidated balance sheet of the
     Company and its Consolidated Subsidiaries as of the end of such fiscal year
     and  the related consolidated statements of earnings, cash flows,  and
     changes in stockholders' equity for such fiscal year, setting forth in each
     case in comparative form the figures for the previous fiscal year, all
     reported on in a manner consistent with the requirements of the Securities
     and  Exchange  Commission and audited by Ernst & Young  LLP  or  other
     independent public accountants of nationally recognized standing;

     (a)       as soon as available and in any event within 50 days after the
     end of each of the first three quarters of each fiscal year of the Company,
     an unaudited consolidated balance sheet of the Company and its Consolidated
     Subsidiaries  as of the end of such quarter and the related  unaudited
     consolidated statements of earnings and cash flows for such quarter and for
     the portion of the Company's fiscal year ended at the end of such quarter,
     setting  forth  in each case in comparative form the figures  for  the
     corresponding  quarter and the corresponding portion of the  Company's
     previous  fiscal  year,  all  certified (subject  to  normal  year-end
     adjustments) as to fairness of presentation and preparation  based  on
     financial  accounting  principles consistent with  generally  accepted
     accounting principles by an Approved Officer of the Company;

     (a)        simultaneously with the delivery of each set  of  financial
     statements referred to in clauses (a) and (b) above, a certificate of an
     Approved Officer of the Company (i) setting forth in reasonable detail the
     calculations required to establish whether the Company was in compliance
     with  the requirements of Sections 5.10 and 5.12 on the date  of  such
     financial statements and (ii) stating whether any Default exists on the
     date of such certificate and, if any Default then exists, setting forth the
     details thereof and the action which the Company is taking or proposes to
     take with respect thereto;

     (a)        simultaneously with the delivery of each set  of  financial
     statements referred to in clause (a) above, a statement of the firm of
     independent public accountants which reported on such statements (i) that
     nothing has come to their attention to cause them to believe that  any
     Default arising from the Company's failure to comply with its obligations
     under Sections 5.10 and 5.12 existed on the date of such statements (it
     being understood that such accountants shall not thereby be required to
     perform any procedures not otherwise required under generally accepted
     auditing standards) and (ii) confirming the calculations set forth in the
     officer's certificate delivered simultaneously therewith pursuant to clause
     (c) above;

     (a)        within  five days after any officer of the Company  obtains
     knowledge of any Default, if such Default is then continuing, a certificate
     of an Approved Officer of the Company setting forth the details thereof and
     the action which the Company is taking or proposes to take with respect
     thereto;

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

     (a)       promptly after the filing thereof, copies of all registration
     statements (other than the exhibits thereto and any registration statements
     on  Form  S-8 or its equivalent) and reports (other than the  exhibits
     thereto) on Forms 10-K, 10-Q and 8-K (or their equivalents) which  the
     Company shall have filed with the Securities and Exchange Commission;

     (a)        if and when any member of the ERISA Group (i) gives  or  is
     required to give notice to the PBGC of any "reportable event" (as defined
     in Section 4043 of ERISA) with respect to any Plan which might constitute
     grounds for a termination of such Plan under Title IV of ERISA, or knows
     that the plan administrator of any Plan has given or is required to give
     notice  of  any  such reportable event, a copy of the notice  of  such
     reportable event given or required to be given to the PBGC; (ii) receives
     notice of complete or partial withdrawal liability under Title IV of ERISA
     or notice that any Multiemployer Plan is in reorganization, is insolvent or
     has been terminated, a copy of such notice; (iii) receives notice from the
     PBGC under Title IV of ERISA of an intent to terminate, impose liability
     (other than for premiums under Section 4007 of ERISA) in respect of, or
     appoint a trustee to administer any Plan, a copy of such notice;  (iv)
     applies for a waiver of the minimum funding standard under Section 412 of
     the Internal Revenue Code, a copy of such application; (v) gives notice of
     intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such
     notice and other information filed with the PBGC; (vi) gives notice of
     withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
     notice; or (vii) fails to make any payment or contribution to any Plan or
     Multiemployer Plan or in respect of any Benefit Arrangement or makes any
     amendment to any Plan or Benefit Arrangement which has resulted or could
     result  in the imposition of a Lien or the posting of a bond or  other
     security,  a certificate of the chief financial officer or  the  chief
     accounting  officer of the Company setting forth details  as  to  such
     occurrence and action, if any, which the Company or applicable member of
     the ERISA Group is required or proposes to take; and

     (a)        from time to time such additional information regarding the
     financial position or business of the Company and its Subsidiaries as the
     Administrative Agent, at the request of any Bank, may reasonably request.

1.1.       SECTION   Payment of Obligations .  Each Borrower will  pay  and
discharge, and will cause each of its Subsidiaries to pay and discharge, at
or   before  maturity,  all  their  respective  material  obligations   and
liabilities (including, without limitation, tax liabilities and  claims  of
materialmen, warehousemen and the like which if unpaid might  by  law  give
rise  to  a Lien), except where the same may be contested in good faith  by
appropriate  proceedings, and will maintain, and will  cause  each  of  its
Subsidiaries to maintain, in accordance with generally accepted  accounting
principles, appropriate reserves for the accrual of any of the same.

1.1.      SECTION   Maintenance of Property; Insurance .  (a) Each Borrower
will  keep,  and will cause each of its Subsidiaries to keep, all  material
property  useful  and necessary in its business in good working  order  and
condition, ordinary wear and tear excepted.

      (b)  Each Borrower will, and will cause each of its Subsidiaries  to,
maintain  (either  in  the name of the Company or  in  such  Borrower's  or
Subsidiary's  own  name) with financially sound and  responsible  insurance
companies,  insurance on all its respective properties  in  at  least  such
amounts,  against at least such risks and with such risk retention  as  are
usually maintained, insured against or retained, as the case may be, in the
same general area by companies of established repute engaged in the same or
a  similar business; provided that the Borrowers and their Subsidiaries may
self-insure  to  the  same extent as other companies of established  repute
engaged in the same or a similar business in the same general area in which
such Borrower or such Subsidiary operates and to the extent consistent with
prudent  business practice.  Each Borrower will furnish to the Banks,  upon
request  from the Administrative Agent, information presented in reasonable
detail as to the insurance so carried.

1.1.       SECTION    Conduct of Business and Maintenance  of  Existence  .
Each Borrower and its Subsidiaries taken as a whole will continue to engage
in  business of the same general type as now conducted by such Borrower and
its  Subsidiaries and any ancillary or related lines of business, and  each
Borrower  will preserve, renew and keep in full force and effect, and  will
cause  each  of its Subsidiaries to preserve, renew and keep in full  force
and  effect,  its  respective legal existence and  its  respective  rights,
privileges  and franchises necessary or desirable in the normal conduct  of
business;  provided  that nothing in this Section shall  prohibit  (i)  the
consolidation or merger of a Subsidiary (other than an Eligible  Subsidiary
with  obligations  with respect to Loans or Letters of  Credit  outstanding
hereunder) with or into another Person, (ii) the consolidation or merger of
an  Eligible  Subsidiary  with  or into the  Company  or  another  Eligible
Subsidiary  or  (iii)  the termination of the corporate  existence  of  any
Subsidiary (other than an Eligible Subsidiary with obligations with respect
to  Loans  or Letters of Credit outstanding hereunder) if, in the  case  of
clauses  (i), (ii) and (iii), such consolidation, merger or termination  is
not  materially  disadvantageous to the Banks; and  provided  further  that
nothing  in  this Section shall prohibit any sale or other  disposition  of
assets permitted under Section 5.07.
1.2.
1.3.      SECTION   Compliance with Laws .  Each Borrower will comply,  and
cause each of its Subsidiaries to comply, in all material respects with all
applicable  laws,  ordinances,  rules,  regulations,  and  requirements  of
governmental authorities (including, without limitation, Environmental Laws
and  ERISA and the rules and regulations thereunder) except where  (i)  the
necessity of compliance therewith is contested in good faith by appropriate
proceedings or (ii) the failure to comply could not reasonably be  expected
to have a Material Adverse Effect.
1.4.
1.5.       SECTION    Inspection of Property, Books  and  Records  .   Each
Borrower will keep, and will cause each of its Subsidiaries to keep, proper
books  of record and account in which full, true and correct entries  shall
be  made  of all dealings and transactions in relation to its business  and
activities;  and  will permit, and will cause each of its  Subsidiaries  to
permit,  representatives of any Bank at such Bank's expense  to  visit  and
inspect  any  of  its respective properties, to examine and make  abstracts
from  any of its respective books and records and to discuss its respective
affairs, finances and accounts with its respective officers, employees  and
independent  public accountants, all at such reasonable  times  as  may  be
desired.
1.6.
1.7.      SECTION   Mergers and Sales of Assets .  (a) The Company will not
consolidate  or  merge  with or into any other Person;  provided  that  the
Company may merge with another Person if (x) the Company is the corporation
surviving  such  merger  and (y) after giving effect  to  such  merger,  no
Default shall have occurred and be continuing.
1.8.
1.9.      (b)  The Company will not sell, lease or otherwise transfer,
directly or indirectly, assets (exclusive of assets transferred in the
ordinary course of business) if after giving effect to such transfer the
aggregate book value of assets so transferred subsequent to the date of
this Agreement would constitute Substantial Assets as of the day preceding
the date of such transfer other than (i) sales of accounts receivable to
IMC-Agrico Receivables Company L.L.C. or any other similar bankruptcy-
remote Subsidiary of the Company or any of its Subsidiaries established for
the purpose of engaging in transactions related to accounts receivable,
(ii) the sale of assets acquired pursuant to an Acquisition that are
unrelated to the business of the same general type as now conducted by the
Company and its Subsidiaries, and (iii) the sale of assets acquired in or
as a direct result of the Harris Chemical Acquisition.
1.10.
1.11.          SECTION   Use of Proceeds .  The proceeds of the Loans  made
under this Agreement and of the Letters of Credit under this Agreement will
be  used by the Borrowers for general corporate purposes, including without
limitation  Acquisitions.  None of such proceeds will be used in  violation
of  Regulation  T, U or X of the Board of Governors of the Federal  Reserve
System.
1.12.
1.13.           SECTION   Negative Pledge .  Neither any Borrower  nor  any
Subsidiary of any Borrower will create, assume or suffer to exist any  Lien
on any asset now owned or hereafter acquired by it, except:
1.14.
     (a)        Liens existing on the date of this Agreement securing  Debt
     outstanding on the date of this Agreement in an aggregate principal or face
     amount not exceeding $135,000,000;

     (a)       any Lien existing on any asset of any Person at the time such
     Person becomes a Subsidiary of a Borrower and not created in contemplation
     of such event;

     (a)       any Lien on any asset securing Debt incurred or assumed for the
     purpose  of  financing  all or any part of the cost  of  acquiring  or
     constructing such asset, provided that such Lien attaches to such asset
     concurrently with or within 90 days after the acquisition or completion of
     construction thereof;

     (a)       any Lien on any asset of any Person existing at the time such
     Person is merged or consolidated with or into a Borrower or a Subsidiary of
     a Borrower and not created in contemplation of such event;

     (a)       any Lien existing on any asset prior to the acquisition thereof
     by  a  Borrower  or  a  Subsidiary of a Borrower and  not  created  in
     contemplation of such acquisition;

     (a)       any Lien arising out of the refinancing, extension, renewal or
     refunding of any Debt secured by any Lien permitted by any of the foregoing
     clauses of this Section, provided that the proceeds of such Debt are used
     solely for the foregoing purpose and to pay financing costs and such Debt
     is not secured by any additional assets;

     (a)       Liens arising in the ordinary course of its business which (i) do
     not  secure  Debt or Derivatives Obligations, (ii) do not  secure  any
     obligation in an amount exceeding $100,000,000 and (iii) do not in the
     aggregate materially detract from the value of its assets or materially
     impair the use thereof in the operation of its business;

     (a)        Liens  on  cash  and cash equivalents securing  Derivatives
     Obligations,  provided  that the aggregate amount  of  cash  and  cash
     equivalents subject to such Liens may at no time exceed $10,000,000; and

     (a)       Liens not otherwise permitted by the foregoing clauses of this
     Section securing Debt in an aggregate principal or face amount, together
     with all other Debt secured by Liens permitted under this Section 5.09(i),
     not to exceed an amount equal to 10% of Consolidated Net Worth (calculated
     as of the last day of the fiscal quarter most recently ended on or prior to
     the date of the most recent incurrence of such Debt).

1.1.       SECTION   Debt of Subsidiaries .  Total Debt of all Subsidiaries
(excluding  Debt  (i)  of  a Subsidiary owing to the  Company,  (ii)  of  a
Subsidiary owing to a Substantially-Owned Consolidated Subsidiary, (iii) of
an  Eligible  Subsidiary under this Agreement, (iv) of PLP in an  aggregate
principal  amount not exceeding $300,000,000 outstanding  on  December  15,
1997  (but  not  any  refinancing thereof), (v) of  Harris  Chemical  North
America, Inc. and its Subsidiaries arising out of the Argus Utilities sale-
leaseback  transaction  in  an  aggregate principal  amount  not  exceeding
$71,000,000,  or  (vi) of IMC Inorganic Chemicals Inc., formerly  known  as
Harris  Chemical Group Inc., and its Subsidiaries in an aggregate principal
amount  not  exceeding UKf 50,000,000) will not at any date exceed  25%  of
Consolidated Net Worth (calculated as of the last day of the fiscal quarter
most  recently  ended  on or prior to such date).   For  purposes  of  this
Section  any preferred stock of a Consolidated Subsidiary (other  than  the
Series  E  Preferred Stock) held by a Person other than the  Company  or  a
Substantially-Owned  Consolidated Subsidiary  shall  be  included,  at  the
higher of its voluntary or involuntary liquidation value, in the "Debt"  of
such Consolidated Subsidiary.
1.2.
1.3.       SECTION   Transactions with Affiliates .  No Borrower will,  nor
will it permit any of its Subsidiaries to, directly or indirectly, pay  any
funds to or for the account of, make any investment (whether by acquisition
of stock or indebtedness, by loan, advance, transfer of property, guarantee
or other agreement to pay, purchase or service, directly or indirectly, any
Debt,  or otherwise) in, lease, sell, transfer or otherwise dispose of  any
assets,  tangible  or intangible, to, or participate  in,  or  effect,  any
transaction with, any Affiliate except: (i) transactions on an arm's-length
basis on terms at least as favorable to such Borrower or such Subsidiary as
could have been obtained from a third party who was not an Affiliate,  (ii)
marketing services provided by IMC Global Operations Inc. to Agrico,  (iii)
employee leasing services agreements between IMC Global Operations Inc. and
Agrico,  (iv) transactions between Agrico and the IMC Kalium business  unit
of  the  Company, (v) loans from the Company or a Subsidiary to the Company
or  a  Subsidiary, (vi) the declaration and payment of any lawful  dividend
and  (vii)  transactions  between Vigoro Partnership,  a  Delaware  general
partnership, and the IMC AgriBusiness business unit of the Company.
1.4.
1.5.       SECTION   Leverage Ratio .  The Leverage Ratio will  not  exceed
4.00 to 1.00 as of the last day of any fiscal quarter ending on or prior to
December 31, 2000 or 3.75 to 1.00 as of the last day of any fiscal  quarter
ending thereafter.  For this purpose:
1.6.
1.7.      "Consolidated Adjusted Debt" means at any date the sum of (i) the
Debt of the Company and its Consolidated Subsidiaries plus (ii) the excess
(if any) of (A) the aggregate unrecovered principal investment of
transferees of accounts receivable from the Company or a Consolidated
Subsidiary in transactions accounted for as sales under generally accepted
accounting principles over (B) $100,000,000, in each case determined on a
consolidated basis as of such date.
1.8.
1.9.      "Consolidated EBITDA" means, for any period, the consolidated
operating earnings from (i) continuing operations of the Company, (ii)
continuing operations of the Company's Consolidated Subsidiaries and (iii)
discontinued operations of the Company and its Consolidated Subsidiaries,
in each case for such period before interest, taxes, depreciation,
depletion, amortization, other income and expense, minority interests, the
cumulative non-cash effect of changes in accounting standards and other non-
cash adjustments to operating earnings (other than any such non-cash charge
to the extent that it represents an accrual of or reserve for cash
expenditures in any future period), minus any non-recurring or other
charges not included in consolidated operating earnings which are cash or
represent an accrual of or reserve for cash expenditures in future periods
(with the exception of $100,000,000 of cash charges in the fourth quarter
of 1999).  Consolidated EBITDA for each four-quarter period will be
adjusted on a pro-forma basis to reflect any Acquisition closed during such
period as if such Acquisition had been closed on the first day of such
period.
1.10.
1.11.          "Leverage Ratio" means, as of the last day of any fiscal
quarter, the ratio of Consolidated Adjusted Debt calculated as of such day
to Consolidated EBITDA calculated for the period of four consecutive fiscal
quarters ending on such day.
1.12.

                              ARTICLEDEFAULTS
1.1.       SECTION    Events of Default .  If one or more of the  following
events ("Events of Default") shall have occurred and be continuing:

          (a)  any Borrower shall fail to pay when due any principal of any
     Loan  or  of  any Letter of Credit Liabilities or shall fail  to  pay,
     within  five  Domestic  Business Days of the  due  date  thereof,  any
     interest, fees or any other amount payable hereunder;

           (b)   any Borrower shall fail to observe or perform any covenant
     contained in Sections 5.07 to 5.12, inclusive;

           (c)   any Borrower shall fail to observe or perform any covenant
     or  agreement contained in this Agreement (other than those covered by
     clause  (a)  or (b) above) for 30 days after notice thereof  has  been
     given to the Company by the Administrative Agent at the request of any
     Bank;

           (d)   any  representation, warranty, certification or  statement
     made  by  any  Borrower  in  this Agreement  or  in  any  certificate,
     financial  statement  or  other document delivered  pursuant  to  this
     Agreement  shall prove to have been incorrect in any material  respect
     when made (or deemed made);

          (e)  the Company or any Subsidiary shall fail to make any payment
     in respect of Material Financial Obligations (other than the Loans and
     Letter of Credit Liabilities) when due or within any applicable  grace
     period;

          (f)  any event or condition shall occur and shall continue beyond the
     applicable grace or cure period, if any, provided with respect thereto and
     the maturity of Material Financial Obligations shall be accelerated as a
     result thereof;
          (g)
          (g)  the Company or any Material Subsidiary or any other Borrower
     shall   commence   a  voluntary  case  or  other  proceeding   seeking
     liquidation, reorganization or other relief with respect to itself  or
     its debts under any bankruptcy, insolvency or other similar law now or
     hereafter in effect or seeking the appointment of a trustee, receiver,
     liquidator,  custodian  or  other  similar  official  of  it  or   any
     substantial part of its property, or shall consent to any such  relief
     or  to the appointment of or taking possession by any such official in
     an involuntary case or other proceeding commenced against it, or shall
     make  a general assignment for the benefit of creditors, or shall fail
     generally  to  pay  its debts as they become due, or  shall  take  any
     corporate action to authorize any of the foregoing;

           (h)   an involuntary case or other proceeding shall be commenced
     against  the Company or any Material Subsidiary or any other  Borrower
     seeking liquidation, reorganization or other relief with respect to it
     or its debts under any bankruptcy, insolvency or other similar law now
     or  hereafter  in  effect  or seeking the appointment  of  a  trustee,
     receiver, liquidator, custodian or other similar official of it or any
     substantial part of its property, and such involuntary case  or  other
     proceeding  shall remain undismissed and unstayed for a period  of  60
     days;  or an order for relief shall be entered against the Company  or
     any  Material  Subsidiary  or  any other Borrower  under  the  federal
     bankruptcy laws as now or hereafter in effect;

           (i)  any member of the ERISA Group shall fail to pay when due an
     amount or amounts aggregating in excess of $25,000,000 which it  shall
     have become liable to pay under Title IV of ERISA; or notice of intent
     to terminate a Material Plan shall be filed under Title IV of ERISA by
     any  member  of  the  ERISA  Group,  any  plan  administrator  or  any
     combination  of the foregoing; or the PBGC shall institute proceedings
     under Title IV of ERISA to terminate, to impose liability (other  than
     for premiums under Section 4007 of ERISA) in respect of, or to cause a
     trustee  to  be  appointed  to administer  any  Material  Plan;  or  a
     condition shall exist by reason of which the PBGC would be entitled to
     obtain   a  decree  adjudicating  that  any  Material  Plan  must   be
     terminated;  or  there  shall occur a complete or  partial  withdrawal
     from, or a default, within the meaning of Section 4219(c)(5) of ERISA,
     with  respect to, one or more Multiemployer Plans which causes one  or
     more  members of the ERISA Group to incur a current payment obligation
     in excess of $100,000,000 in the aggregate;

           (j)   judgments or orders for the payment of money in excess  of
     $100,000,000 in the aggregate shall be rendered against the Company or
     any Subsidiary and such judgments or orders shall continue unsatisfied
     and unstayed for a period of 30 days;

           (k)   any Person or two or more Persons acting in concert  shall
     have  acquired beneficial ownership (within the meaning of Rule  13d-3
     of  the  Securities  and  Exchange  Commission  under  the  Securities
     Exchange Act of 1934), directly or indirectly, of Voting Stock of  the
     Company  (or  other  securities convertible into  such  Voting  Stock)
     representing  35% or more of the combined voting power of  all  Voting
     Stock  of  the  Company;  or  (ii) during  any  period  of  up  to  24
     consecutive  months,  commencing after the  date  of  this  Agreement,
     individuals  who  at  the  beginning  of  such  24-month  period  were
     directors of the Company shall cease for any reason (other than due to
     death  or  disability)  to  constitute a  majority  of  the  board  of
     directors of the Company, except to the extent that individuals who at
     the beginning of such 24-month period were replaced by individuals (x)
     elected  by 66-2/3% of the remaining members of the board of directors
     of  the  Company  or (y) nominated for election by a majority  of  the
     remaining  members  of  the  board of directors  of  the  Company  and
     thereafter elected as directors by the shareholders of the Company; or
     (iii)  any Person or two or more Persons acting in concert shall  have
     acquired  by  contract  or otherwise, or shall  have  entered  into  a
     contract  or arrangement that has resulted in its or their acquisition
     of,  control  over  Voting Stock of the Company (or  other  securities
     convertible  into such securities) representing 35%  or  more  of  the
     combined voting power of all Voting Stock of the Company; or

           (l)   any of the obligations of the Company under Article 10  of
     this  Agreement  shall for any reason not be enforceable  against  the
     Company in accordance with their terms, or the Company shall so assert
     in  writing;  then, and in every such event, the Administrative  Agent
     shall  (i)  if  requested by Banks having more than 50%  in  aggregate
     amount  of  the  Commitments, by notice to the Company  terminate  the
     Commitments  and they shall thereupon terminate and (ii) if  requested
     by  Banks holding more than 50% in aggregate principal amount  of  the
     Loans,  by  notice  to  the Company declare the Loans  (together  with
     accrued interest thereon) to be, and the Loans shall thereupon become,
     immediately  due and payable without presentment, demand,  protest  or
     other  notice  of  any  kind, all of which are hereby  waived  by  the
     Borrowers;  provided that in the case of any of the Events of  Default
     specified  in  clause (g) or (h) above with respect to  any  Borrower,
     without  any  notice  to  any  Borrower  or  any  other  act  by   the
     Administrative  Agent  or the Banks, the Commitments  shall  thereupon
     terminate and the Loans (together with accrued interest thereon) shall
     become  immediately  due  and  payable  without  presentment,  demand,
     protest or other notice of any kind, all of which are hereby waived by
     the Borrowers.

1.1.       SECTION    Notice of Default .  The Administrative  Agent  shall
give  notice  to  the  Company under Section 6.01(c)  promptly  upon  being
requested  to  do so by any Bank and shall thereupon notify all  the  Banks
thereof.
1.2.
1.3.       SECTION   Cash Cover .  The Company agrees, in addition  to  the
provisions of Section 6.01 hereof, that upon the occurrence and during  the
continuance  of  any  Event  of Default, it  shall,  if  requested  by  the
Administrative Agent upon the instruction of the Banks having more than 50%
in  the  aggregate amount of the Commitments (or, if the Commitments  shall
have  been  terminated,  holding more than 50%  of  the  Letter  of  Credit
Liabilities),  pay  to  the Administrative Agent an amount  in  immediately
available  funds  (which  funds shall be held  as  collateral  pursuant  to
arrangements  satisfactory  to  the  Administrative  Agent)  equal  to  the
aggregate  amount available for drawing under all Letters  of  Credit  then
outstanding at such time, provided that, upon the occurrence of  any  Event
of  Default  specified in Section 6.01(g) or 6.01(h) with  respect  to  any
Borrower, the Company shall pay such amount forthwith without any notice or
demand or any other act by the Administrative Agent or the Banks.
1.4.
1.5.
                      ARTICLE THE ADMINISTRATIVE AGENT
1.1.       SECTION   Appointment and Authorization .  Each Bank irrevocably
appoints  and  authorizes the Administrative Agent to take such  action  as
agent  on  its behalf and to exercise such powers under this Agreement  and
the  Notes as are delegated to the Administrative Agent by the terms hereof
or  thereof,  together  with all such powers as are  reasonably  incidental
thereto.
1.2.
1.3.      SECTION   Administrative Agent and Affiliates .  Bank of America,
N.A.  shall  have  the same rights and powers under this Agreement  as  any
other  Bank and may exercise or refrain from exercising the same as  though
it  were  not the Administrative Agent, and Bank of America, N.A.  and  its
affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Company or any Subsidiary or affiliate of the
Company as if it were not the Administrative Agent hereunder.
1.4.
1.5.       SECTION    Action by Administrative Agent .  The obligations  of
the  Administrative  Agent  hereunder are only those  expressly  set  forth
herein.    Without   limiting  the  generality  of   the   foregoing,   the
Administrative Agent shall not be required to take any action with  respect
to any Default, except as expressly provided in Article 6.
1.6.
1.7.       SECTION   Consultation with Experts .  The Administrative  Agent
may  consult  with  legal counsel (who may be counsel  for  any  Borrower),
independent public accountants and other experts selected by it  and  shall
not  be  liable for any action taken or omitted to be taken by it  in  good
faith  in  accordance  with  the  advice of such  counsel,  accountants  or
experts.
1.8.
1.9.       SECTION    Liability  of Administrative  Agent  .   Neither  the
Administrative Agent nor any of its affiliates nor any of their  respective
directors,  officers, agents or employees shall be liable to any  Bank  for
any  action  taken or not taken by it in connection herewith (i)  with  the
consent  or  at  the  request  of the Required Banks  (or,  when  expressly
required  hereby, all the Banks) or (ii) in the absence of  its  own  gross
negligence or willful misconduct.  Neither the Administrative Agent nor any
of  its  affiliates nor any of their respective directors, officers, agents
or  employees  shall  be  responsible for or have any  duty  to  ascertain,
inquire  into or verify (i) any statement, warranty or representation  made
in  connection  with this Agreement or any extension of  credit  hereunder;
(ii) the performance or observance of any of the covenants or agreements of
any  Borrower; (iii) the satisfaction of any condition specified in Article
3,  except  receipt of items required to be delivered to the Administrative
Agent;  or  (iv)  the  validity,  effectiveness  or  genuineness  of   this
Agreement,  the  Notes  or  any other instrument or  writing  furnished  in
connection  herewith.   The  Administrative  Agent  shall  not  incur   any
liability  by  acting  in reliance upon any notice,  consent,  certificate,
statement,  or  other writing (which may be a bank wire, telex  or  similar
writing) believed by it in good faith to be genuine or to be signed by  the
proper party or parties.  Without limiting the generality of the foregoing,
the  use  of  the  term  "agent" in this Agreement with  reference  to  the
Administrative  Agent  is not intended to connote any  fiduciary  or  other
implied  (or  express)  obligations arising under agency  doctrine  of  any
applicable  law.  Instead, such term is used merely as a matter  of  market
custom  and  is  intended  to  create or  reflect  only  an  administrative
relationship between independent contracting parties.
1.10.
1.11.           SECTION    Indemnification .  Each Bank shall,  ratably  in
accordance  with  its Commitment, indemnify the Administrative  Agent,  its
affiliates  and their respective directors, officers, agents and  employees
(to  the  extent not reimbursed by the Borrowers) against any cost, expense
(including  reasonable  counsel  fees and  disbursements),  claim,  demand,
action,  loss  or  liability (except such as result from such  indemnitees'
gross negligence or willful misconduct) that such indemnitees may suffer or
incur  in connection with this Agreement or any action taken or omitted  by
such indemnitees thereunder.
1.12.
1.13.          SECTION   Credit Decision .  Each Bank acknowledges that  it
has,  independently and without reliance upon any Agent or any other  Bank,
and  based  on such documents and information as it has deemed appropriate,
made  its  own  credit analysis and decision to enter into this  Agreement.
Each  Bank  also  acknowledges  that it  will,  independently  and  without
reliance upon any 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  any  action  under  this
Agreement.
1.14.
1.15.            SECTION     Successor   Administrative   Agent   .     The
Administrative Agent may resign at any time by giving notice thereof to the
Banks  and the Company.  Upon any such resignation, the Company,  with  the
consent of the Required Banks (such consent not to be unreasonably withheld
or  delayed),  shall  have the right to appoint a successor  Administrative
Agent.   If no successor Administrative Agent shall have been so appointed,
and shall have accepted such appointment, within 30 days after the retiring
Administrative  Agent  gives  notice  of  resignation,  then  the  retiring
Administrative  Agent  may,  on behalf of the Banks,  appoint  a  successor
Administrative  Agent,  which  shall be  a  commercial  bank  organized  or
licensed  under the laws of the United States of America or  of  any  State
thereof and having a combined capital and surplus of at least $500,000,000.
Upon the acceptance of its appointment as Administrative Agent hereunder by
a successor Administrative Agent, such successor Administrative Agent shall
thereupon  succeed to and become vested with all the rights and  duties  of
the  retiring  Administrative Agent, and the retiring Administrative  Agent
shall  be discharged from its duties and obligations hereunder.  After  any
retiring  Administrative  Agent's resignation hereunder  as  Administrative
Agent, the provisions of this Article shall inure to its benefit as to  any
actions  taken  or  omitted to be taken by it while it  was  Administrative
Agent.
1.16.
1.17.           SECTION   Agents' Fees .  The Company shall pay to each  of
the  Agents  for  its  own account fees in the amounts  and  at  the  times
previously agreed upon between the Company and such Agent.
1.18.
1.19.           SECTION    Other Agents .  Nothing in this Agreement  shall
impose  upon  the  Documentation  Agent, the  Co-Documentation  Agent,  the
Syndication Agent or the Co-Syndication Agent, in such capacity, any duties
or obligations whatsoever.
1.20.

                      ARTICLE CHANGE IN CIRCUMSTANCES
1.1.       SECTION    Basis  for Determining Interest  Rate  Inadequate  or
Unfair  .  If on or prior to the first day of any Interest Period  for  any
Euro-Dollar Borrowing or Bid Rate (Indexed) Borrowing:

     (a)       the Administrative Agent is advised by the Euro-Dollar Reference
     Banks that deposits in dollars (in the applicable amounts) are not being
     offered to the Euro-Dollar Reference Banks in the relevant market for such
     Interest Period, or

     (a)       in the case of a Euro-Dollar Borrowing, Banks having more than
     50% of the aggregate amount of the affected Loans advise the Administrative
     Agent  that  the  London Interbank Offered Rate as determined  by  the
     Administrative Agent will not adequately and fairly reflect the cost to
     such Banks of funding their Euro-Dollar Loans for such Interest Period, the
     Administrative Agent shall forthwith give notice thereof to the Borrower
     and  the Banks, whereupon until the Administrative Agent notifies  the
     Borrower that the circumstances giving rise to such suspension no longer
     exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to
     continue or convert outstanding Loans as or into Euro-Dollar Loans shall be
     suspended and (ii) each outstanding Euro-Dollar Loan shall be converted
     into a Base Rate Loan on the last day of the then current Interest Period
     applicable thereto.  Unless the Borrower notifies the Administrative Agent
     at  least one Domestic Business Day before the date of any Fixed  Rate
     Borrowing for which a Notice of Borrowing has previously been given that it
     elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a
     Syndicated Borrowing, such Borrowing shall instead be made as a Base Rate
     Borrowing and (ii) if such Borrowing is a Bid Rate (Indexed) Borrowing, the
     Loans comprising such Borrowing shall bear interest for each day from and
     including the first day to but excluding the last day of the  Interest
     Period applicable thereto at the Base Rate for such day.

1.1.       SECTION    Illegality  .   If, on or  after  the  date  of  this
Agreement, the adoption of any applicable law, rule or regulation,  or  any
change  in  any  applicable law, rule or regulation, 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  Euro-Dollar
Lending  Office) with any request or directive (whether or not  having  the
force  of  law)  of  any such authority, central bank or comparable  agency
shall  make  it  unlawful or impossible for any Bank  (or  its  Euro-Dollar
Lending  Office) to make, maintain or fund any of its Euro-Dollar Loans  to
any  Borrower and such Bank shall so notify the Administrative  Agent,  the
Administrative Agent shall forthwith give notice thereof to the other Banks
and such Borrower, whereupon until such Bank notifies such Borrower and the
Administrative Agent that the circumstances giving rise to such  suspension
no  longer exist, the obligation of such Bank to make Euro-Dollar Loans, or
to  continue or convert outstanding Loans as or into Euro-Dollar Loans,  to
such  Borrower  shall  be  suspended.  Before  giving  any  notice  to  the
Administrative Agent pursuant to this Section, such Bank shall designate  a
different  Euro-Dollar Lending Office if such designation  will  avoid  the
need  for  giving such notice and will not be otherwise disadvantageous  to
such Bank in the good faith exercise of its discretion.  If such notice  is
given, each Euro-Dollar Loan of such Bank to such Borrower then outstanding
shall  be converted to a Base Rate Loan either (a) on the last day  of  the
then  current Interest Period applicable to such Euro-Dollar Loan  if  such
Bank  may lawfully continue to maintain and fund such Loan to such  day  or
(b)  immediately  if  such Bank shall determine that it  may  not  lawfully
continue to maintain and fund such Loan to such day.
1.2.
1.3.      SECTION   Increased Cost and Reduced Return .  (a) If on or after
(x) the date of this Agreement, in the case of any Committed Loan or Letter
of Credit or any obligation to make Committed Loans or issue or participate
in  any Letter of Credit or (y) the date of any related Bid Rate Quote,  in
the case of any Bid Rate Loan, the adoption of any applicable law, rule  or
regulation, or any change in any applicable law, rule or regulation, 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
Applicable  Lending Office) with any request or directive (whether  or  not
having  the  force  of  law)  issued on or after  such  date  of  any  such
authority, central bank or comparable agency shall impose, modify  or  deem
applicable  any reserve, special deposit or similar requirement (including,
without  limitation, any such requirement imposed by the Board of Governors
of   the  Federal  Reserve  System,  but  excluding  with  respect  to  any
Euro-Dollar  Loan any such requirement for which such Bank is  entitled  to
compensation  for the relevant Interest Period under Section 2.17)  against
assets of, deposits with or for the account of, or credit extended by,  any
Bank (or its Applicable Lending Office) or shall impose on any Bank (or its
Applicable  Lending  Office) or on the London interbank  market  any  other
condition  (other  than in respect of Taxes or Other Taxes)  affecting  its
Fixed  Rate Loans, its Notes or its obligation to make Fixed Rate Loans  or
its obligations hereunder in respect of Letters of Credit and the result of
any  of  the  foregoing  is  to increase the cost  to  such  Bank  (or  its
Applicable Lending Office) of making or maintaining any Fixed Rate Loan  or
of  issuing  or  participating in any Letter of Credit, or  to  reduce  the
amount  of  any sum received or receivable by such Bank (or its  Applicable
Lending  Office)  under  this Agreement or under  its  Notes  with  respect
thereto,  by an amount deemed by such Bank to be material, then, within  15
days  after receipt by the Company of written demand by such Bank  (with  a
copy  to  the Administrative Agent), the Company shall pay to such Bank  an
amount  which on an after-tax basis is necessary to maintain the same  rate
of return on capital that existed immediately prior thereto which such Bank
reasonably  determines  is attributable to this Agreement,  its  Loans  and
Letter  of Credit Liabilities or its obligations to make Loans or to  issue
or  participate in Letters of Credit hereunder (after taking  into  account
such Bank's policies as to capital adequacy).
1.4.
1.5.      (b)  If any Bank shall have determined that, on or after the date
of this Agreement, the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change in any such law, rule or
regulation, 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 any request or
directive regarding capital adequacy (whether or not having the force of
law) of any such authority, central bank or comparable agency given or made
after the date of this Agreement, has or would have the effect of reducing
the rate of return on capital of such Bank (or its Parent) as a consequence
of such Bank's obligations hereunder to a level below that which such Bank
(or its Parent) could have achieved but for such adoption, change, request
or directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then
from time to time, within 15 days after receipt by the Company of written
demand by such Bank (with a copy to the Administrative Agent), the Company
shall pay to such Bank an amount which on an after-tax basis is necessary
to maintain the same rate of return on capital that existed immediately
prior thereto which such Bank reasonably determines is attributable to this
Agreement, its Loans and Letter of Credit Liabilities or its obligations to
make Loans or to issue or participate in Letters of Credit hereunder (after
taking into account such Bank's policies as to capital adequacy).
1.6.
1.7.      (c)  Each Bank will promptly notify the Company and the
Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Bank to compensation
pursuant to this Section and will designate a different Applicable Lending
Office if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank.  A certificate of any Bank claiming
compensation under this Section and setting forth the additional amount or
amounts to be paid to it hereunder shall be presumptively correct in the
absence of manifest error.  In determining such amount, such Bank may use
any reasonable averaging and attribution methods.  Notwithstanding the
foregoing subsections (a) and (b) of this Section 8.03, the Company shall
only be obligated to compensate any Bank for any amount arising or accruing
during any time or period commencing not more than 45 days prior to the
date on which such Bank notifies the Administrative Agent and the Company
that it proposes to demand such compensation and identifies to the
Administrative Agent and the Company the statute, regulation or other basis
upon which the claimed compensation is or will be based and any time or
period during which because of the retroactive application of such statute,
regulation or other such basis, such Bank did not know in good faith that
such amount would arise or accrue.
1.8.
1.9.       SECTION    Taxes .  (a) For purposes of this Section  8.04,  the
following terms have the following meanings:
1.10.
1.11.          "Taxes" means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings with respect to any
payment by any Borrower pursuant to this Agreement or any Note, and all
liabilities with respect thereto, excluding (i) in the case of each Bank
and the Administrative Agent, taxes imposed on its net income and franchise
or similar taxes imposed on it by a jurisdiction under the laws of which
such Bank or the Administrative Agent (as the case may be) is organized or
in which its principal executive office is located or, in the case of each
Bank, in which its Applicable Lending Office is located (all such excluded
taxes of the Administrative Agent or any Bank being herein referred to as
its "Domestic Taxes") and (ii) in the case of each Bank, any United States
withholding tax imposed on such payments except to the extent that such
Bank is subject to United States withholding tax by reason of a U.S. Tax
Law Change.
1.12.
1.13.          "Other Taxes" means any present or future stamp or
documentary taxes and any other excise or property taxes, or similar
charges or levies, which arise from any payment made pursuant to this
Agreement or under any Note or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note.
1.14.
1.15.          "U.S. Tax Law Change" means with respect to any Bank or
Participant the occurrence (x) in the case of each Bank listed on the
signature pages hereof, after the date of its execution and delivery of
this Agreement and (y) in the case of any other Bank, after the date such
Bank shall have become a Bank hereunder, and (z) in the case of each
Participant, after the date such Participant became a Participant
hereunder, of the adoption of any applicable U.S. federal law, U.S. federal
rule or U.S. federal regulation relating to taxation, or any change
therein, or the entry into force, modification or revocation of any income
tax convention or treaty to which the United States is a party.
1.16.
1.17.          (b)  Any and all payments by any Borrower to or for the
account of any Bank or the Administrative Agent hereunder or under any Note
shall be made without deduction for any Taxes or Other Taxes; provided
that, if any Borrower shall be required by law to deduct any Taxes or Other
Taxes from any such payments, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 8.04)
such Bank or the Administrative Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower shall make such deductions, (iii) such Borrower
shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law and (iv) such Borrower
shall furnish to the Administrative Agent, at its address referred to in
Section 11.01, the original or a certified copy of a receipt evidencing
payment thereof.
1.18.
1.19.          (c)  Each Borrower agrees to indemnify each Bank and the
Administrative Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this Section 8.04)
paid by such Bank or the Administrative Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or
with respect thereto.  In addition, each Borrower organized under the laws
of a jurisdiction outside the United States agrees to indemnify the
Administrative Agent and each Bank for all Domestic Taxes incurred by it
and any liability (including any penalties, interest and expenses arising
therefrom or with respect thereto), in each case to the extent that such
Domestic Taxes or liabilities result from any payment or indemnification
pursuant to this Section by or for the account of such Borrower.  This
indemnification shall be paid within 15 days after such Bank or the
Administrative Agent (as the case may be) makes demand therefor.
1.20.
1.21.          (d)  Each Bank organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and
delivery of this Agreement in the case of each Bank listed on the signature
pages hereof and on or prior to the date on which it becomes a Bank in the
case of each other Bank, and from time to time thereafter as required by
law (but only so long as such Bank remains lawfully able to do so), shall
provide the Company two completed and duly executed copies of Internal
Revenue Service form 1001 or 4224, as appropriate, or any successor form
prescribed by the Internal Revenue Service, or other documentation
reasonably requested by the Company, certifying that such Bank is entitled
to benefits under an income tax treaty to which the United States is a
party which exempts the Bank from United States withholding tax or reduces
the rate of withholding tax on payments of interest for the account of such
Bank or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States.
1.22.
1.23.          (e)  For any period with respect to which a Bank has failed
to provide the Company with the appropriate form pursuant to Section
8.04(d) (unless such failure is due to a U.S. Tax Law Change), such Bank
shall not be entitled to indemnification under Section 8.04(b) or 8.04(c)
or with respect to any Taxes or Other Taxes which would not have been
payable had such form been so provided, provided that if a Bank, which is
otherwise exempt from or subject to a reduced rate of withholding tax,
becomes subject to Taxes because of its failure to deliver a form required
hereunder, the Company shall take such steps as such Bank shall reasonably
request to assist such Bank to recover such Taxes (it being understood,
however, that the Company shall have no liability to such Bank in respect
of such Taxes).
1.24.
1.25.          (f)  If any Borrower is required to pay additional amounts
to or for the account of any Bank pursuant to this Section 8.04, then such
Bank will take such action (including changing the jurisdiction of its
Applicable Lending Office) as in the good faith judgment of such Bank (i)
will eliminate or reduce any such additional payment which may thereafter
accrue and (ii) is not otherwise disadvantageous to such Bank.
1.26.
1.27.           SECTION    Base Rate Loans Substituted for  Affected  Fixed
Rate  Loans .  If (i) the obligation of any Bank to make or to continue  or
convert outstanding Loans as or into Euro-Dollar Loans to any Borrower  has
been  suspended  pursuant to Section 8.02 or (ii)  any  Bank  has  demanded
compensation under Section 8.03(a) or 8.04 with respect to its  Euro-Dollar
Loans  and the Borrower shall, by at least five Euro-Dollar Business  Days'
prior  notice  to such Bank through the Administrative Agent, have  elected
that  the provisions of this Section shall apply to such Bank, then, unless
and  until  such  Bank notifies the Borrower that the circumstances  giving
rise to such suspension or demand for compensation no longer apply:
1.28.
     (a)       all Loans to such Borrower which would otherwise be made by such
     Bank as (or continued as or converted to) Euro-Dollar Loans, as the case
     may be, shall instead be Base Rate Loans (on which interest and principal
     shall be payable contemporaneously with the related Euro-Dollar Loans of
     the other Banks), and

     (a)       after each of its Euro-Dollar Loans to such Borrower has been
     repaid, all payments of principal which would otherwise be applied to repay
     such Loans shall be applied to repay its Base Rate Loans instead.

     If such Bank notifies such Borrower that the circumstances giving rise
to  such  suspension  or  demand  for compensation  no  longer  exist,  the
principal amount of each such Base Rate Loan shall be converted into a Euro-
Dollar  Loan  on  the  first  day of the next  succeeding  Interest  Period
applicable to the related Euro-Dollar Loans of the other Banks.

1.1.       SECTION   Substitution of Bank .  If (i) the obligation  of  any
Bank  to make or to convert or continue outstanding Loans as or into  Euro-
Dollar  Loans has been suspended pursuant to Section 8.02 or (ii) any  Bank
has  demanded  compensation under Section 8.03 or 8.04, the  Company  shall
have  the  right,  with  the  assistance of the  Administrative  Agent,  to
designate  a  substitute bank or banks (which may be one  or  more  of  the
Banks) mutually satisfactory to the Company, the Administrative Agent,  the
Issuing  Banks  and  the  Swingline  Bank  (whose  consent  shall  not   be
unreasonably  withheld or delayed) to purchase for  cash,  pursuant  to  an
Assignment and Assumption Agreement in substantially the form of Exhibit  G
hereto,  the  outstanding Loans of such Bank and assume the Commitment  and
Letter  of Credit Liabilities of such Bank, without recourse to or warranty
by,  or  expense to, such Bank, for a purchase price equal to the principal
amount  of all of such Bank's outstanding Loans and funded Letter of Credit
Liabilities  plus any accrued but unpaid interest thereon and  the  accrued
but  unpaid fees in respect of such Bank's Commitment hereunder  plus  such
amount,  if  any,  as  would be payable pursuant to  Section  2.14  if  the
outstanding Loans of such Bank were prepaid in their entirety on  the  date
of consummation of such assignment.
1.2.

      ARTICLE REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES
      By  the  execution and delivery of its Election to Participate,  each
Eligible Subsidiary shall be deemed to have represented and warranted as of
the date thereof that:

1.1.       SECTION   Corporate Existence and Power .  It is a legal  entity
duly organized, validly existing and in good standing under the laws of its
jurisdiction  of  organization  and  is a Substantially-Owned  Consolidated
Subsidiary of the Company.
1.2.
1.3.      SECTION   Corporate and Governmental Authorization; Contravention
 .   The execution and delivery by it of its Election to Participate and its
Notes,  and  the  performance by it of this Agreement and  its  Notes,  are
within  its legal powers, have been duly authorized by all necessary  legal
action,  require  no  action  by or in respect  of,  or  filing  with,  any
governmental body, agency or official and do not contravene, or  constitute
a  default under, any provision of applicable law or regulation or  of  its
organizational documents or of any agreement, judgment, injunction,  order,
decree  or  other  instrument binding upon the  Company  or  such  Eligible
Subsidiary or result in the creation or imposition of any Lien on any asset
of the Company or any of its Subsidiaries.
1.4.
1.5.       SECTION   Binding Effect .  Its Election to Participate has been
duly executed by such Eligible Subsidiary and this Agreement constitutes  a
valid  and  binding agreement of such Eligible Subsidiary and each  of  its
Notes, when executed and delivered in accordance with this Agreement,  will
constitute  a valid and binding obligation of such Eligible Subsidiary,  in
each case enforceable in accordance with its terms, except as the same  may
be  limited  by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and by general principles of equity.
1.6.
1.7.       SECTION   Taxes .  Except as disclosed in the opinion of counsel
delivered pursuant to Section 3.03 of this Agreement or in its Election  to
Participate,  there  are no Taxes or Other Taxes of  any  country,  or  any
taxing authority thereof or therein, which are imposed on any payment to be
made  by  such  Eligible Subsidiary pursuant hereto or  on  its  Notes,  or
imposed  on or by virtue of the execution, delivery or enforcement of  this
Agreement, its Election to Participate or of its Notes.
1.8.

                              ARTICLE GUARANTY
1.1.       SECTION    The  Guaranty .  The Company  hereby  unconditionally
guarantees the full and punctual payment (whether at stated maturity,  upon
acceleration  or  otherwise) of the principal of and  interest  (including,
without  limitation,  interest  accruing  after  the  commencement   of   a
bankruptcy,  insolvency or similar proceeding with respect to any  Eligible
Subsidiary, regardless of whether such interest is an allowed claim in such
proceeding)  on  each  Loan made to and all Letter  of  Credit  Liabilities
incurred  at  the  request  of  any Eligible Subsidiary  pursuant  to  this
Agreement,  and the full and punctual payment of all other amounts  payable
by  any Eligible Subsidiary under this Agreement or any Note.  Upon failure
by  any  Eligible Subsidiary to pay punctually any such amount, the Company
shall  forthwith on demand pay the amount not so paid at the place  and  in
the manner specified in this Agreement.

1.1.       SECTION    Guaranty  Unconditional .   The  obligations  of  the
Company hereunder shall be unconditional and absolute and, without limiting
the  generality  of  the  foregoing, shall not be released,  discharged  or
otherwise affected by:
1.2.
     (a)       any extension, renewal, settlement, compromise, waiver or release
     in  respect  of any obligation of any Eligible Subsidiary  under  this
     Agreement or any Note, by operation of law or otherwise;

     (a)       any modification or amendment of or supplement to this Agreement
     or any Note;

     (a)       any release, impairment, non-perfection or invalidity of any
     direct or indirect security for any obligation of any Eligible Subsidiary
     under this Agreement or any Note;

     (a)        any change in the existence, structure or ownership of  any
     Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other
     similar proceeding affecting any Eligible Subsidiary or its assets or any
     resulting release or discharge of any obligation of any Eligible Subsidiary
     contained in this Agreement or any Note;

     (a)       the existence of any claim, set-off or other rights which the
     Company may have at any time against any Eligible Subsidiary, any Agent,
     any  Bank or any other Person, whether in connection herewith  or  any
     unrelated transactions, provided that nothing herein shall prevent the
     assertion of any such claim by separate suit or compulsory counterclaim;

     (a)       any invalidity or unenforceability relating to or against any
     Eligible Subsidiary for any reason of this Agreement or any Note, or any
     provision  of applicable law or regulation purporting to prohibit  the
     payment by any Eligible Subsidiary of the principal of or interest on any
     Loan, any Letter of Credit Liability or any other amount payable by it
     under this Agreement or any Note; or

     (a)       any other act or omission to act or delay of any kind by any
     Eligible Subsidiary, any Agent or Bank or any other Person or any other
     circumstance  whatsoever which might, but for the provisions  of  this
     paragraph, constitute a legal or equitable discharge of or defense to the
     Company's obligations hereunder.

1.1.       SECTION   Discharge Only Upon Payment In Full; Reinstatement  In
Certain  Circumstances .  The Company's obligations hereunder shall  remain
in  full  force and effect until the Commitments and any Letters of  Credit
shall  have terminated and the principal of and interest on the Loans,  the
Letter  of Credit Liabilities and all other amounts payable by the  Company
and  each  Eligible Subsidiary under this Agreement or any Note shall  have
been  paid in full.  If at any time any payment of principal of or interest
on  any Loan, any Letter of Credit Liability or any other amount payable by
any  Eligible  Subsidiary under this Agreement or any Note is rescinded  or
must  be otherwise restored or returned upon the insolvency, bankruptcy  or
reorganization  of  any  Eligible Subsidiary or  otherwise,  the  Company's
obligations  hereunder with respect to such payment shall be reinstated  at
such time as though such payment had been due but not made at such time.
1.2.
1.3.      SECTION   Waiver by the Company .  The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided
for herein, as well as any requirement that at any time any action be taken
by any Person against any Eligible Subsidiary or any other Person.
1.4.
1.5.       SECTION   Subrogation .  The Company irrevocably waives any  and
all  rights  to which it may be entitled, by operation of law or otherwise,
upon making any payment hereunder in respect of any Eligible Subsidiary  to
be  subrogated to the rights of the payee against such Eligible  Subsidiary
with  respect  to  such payment or against any direct or indirect  security
therefor,  or otherwise to be reimbursed, indemnified or exonerated  by  or
for  the  account  of such Eligible Subsidiary in respect thereof,  in  any
bankruptcy,  insolvency  or  similar  proceeding  involving  such  Eligible
Subsidiary  as  debtor commenced within one year after the  making  of  any
payment by such Eligible Subsidiary under this Agreement or its Notes.
1.6.
1.7.       SECTION   Stay of Acceleration .  In the event that acceleration
of  the  time for payment of any amount payable by any Eligible  Subsidiary
under  this Agreement or any Note is stayed upon insolvency, bankruptcy  or
reorganization  of  such  Eligible Subsidiary, all such  amounts  otherwise
subject to acceleration under the terms of this Agreement shall nonetheless
be   payable  by  the  Company  hereunder  forthwith  on  demand   by   the
Administrative Agent made at the request of the Required Banks.

                           ARTICLE MISCELLANEOUS
                                     1
 .1   SECTION   Notices .  All notices, requests and other communications to
any  party  hereunder  shall  be in writing (including  bank  wire,  telex,
facsimile  transmission  or similar writing) and shall  be  given  to  such
party:    in  the case of the Company or the Administrative Agent,  at  its
address, facsimile number or telex number set forth on the signature  pages
hereof, in the case of any Bank, at its address, facsimile number or  telex
number set forth in its Administrative Questionnaire or in the case of  any
party,  such other address, facsimile number or telex number as such  party
may hereafter specify for the purpose by notice to the Administrative Agent
and the Company.  Each such notice, request or other communication shall be
effective  if given by telex, when such telex is transmitted to  the  telex
number  specified  in  this  Section  and  the  appropriate  answerback  is
received,  if  given  by facsimile transmission, when  transmitted  to  the
facsimile  number specified in this Section and confirmation of receipt  is
received,  if given by mail, 72 hours after such communication is deposited
in  the mail with first class postage prepaid, addressed as aforesaid or if
given  by any other means, when delivered at the address specified in  this
Section; provided that notices to the Administrative Agent under Article  2
or Article 8 shall not be effective until received.  Any notice required to
be  given to or by any Eligible Subsidiary shall be duly given if given  to
or  by  the  Company, which is hereby appointed the agent of each  Eligible
Subsidiary for such purpose.
1.1.      SECTION   No Waivers .  No failure or delay by the Administrative
Agent or any Bank in exercising any right, power or privilege hereunder  or
under  any  Note shall operate as a waiver thereof nor shall any single  or
partial exercise thereof preclude any other or further exercise thereof  or
the  exercise  of  any  other right, power or privilege.   The  rights  and
remedies  herein  provided shall be cumulative and  not  exclusive  of  any
rights or remedies provided by law.
1.2.
1.3.      SECTION   Expenses; Indemnification .  (a) The Company shall  pay
(i)  all  reasonable  out-of-pocket expenses of the  Administrative  Agent,
including   reasonable fees and disbursements of special  counsel  for  the
Administrative Agent, in connection with the preparation of this Agreement,
any  waiver or consent hereunder or any amendment hereof or any Default  or
alleged  Default  hereunder and  (ii) if an Event of  Default  occurs,  all
reasonable out-of-pocket expenses incurred by the Administrative  Agent  or
any   Bank,  including  (without  duplication)  the  reasonable  fees   and
disbursements of outside counsel and allocated cost of inside  counsel,  in
connection   with  such  Event  of  Default  and  collection,   bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.
1.4.
1.5.      (b)  The Company agrees to indemnify the Administrative Agent and
each Bank, their respective affiliates and the respective directors,
officers, agents and employees of the foregoing (each an "Indemnitee") and
hold each Indemnitee harmless from and against any and all liabilities,
losses, damages, costs and out-of-pocket expenses of any kind, including,
without limitation, the reasonable fees and disbursements of counsel, which
may be incurred by such Indemnitee in connection with any litigation or
governmental or regulatory investigation or other similar proceeding
(whether or not such Indemnitee shall be designated a party thereto)
relating to or arising out of this Agreement or any actual or proposed use
of proceeds of Loans or Letters of Credit hereunder; provided that no
Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee's own gross negligence or willful misconduct or for its breach
of its express obligations under this Agreement, in each case as determined
by a court of competent jurisdiction; provided further that in no event
shall the Company have any such indemnification obligation in respect of
any liabilities, losses, damages, costs or expenses resulting from disputes
between any Bank and any Agent or among the Banks.
1.6.
1.7.       SECTION    Sharing of Set-offs .  Each Bank agrees  that  if  it
shall,  by  exercising any right of set-off or counterclaim  or  otherwise,
receive  payment  of  a proportion of the aggregate amount  then  due  with
respect  to the Loans and Letter of Credit Liabilities held by it which  is
greater  than the proportion received by any other Bank in respect  of  the
aggregate  amount then due with respect to the Loans and Letter  of  Credit
Liabilities   held   by   such  other  Bank,  the   Bank   receiving   such
proportionately greater payment shall purchase such participations  in  the
Loans  and Letter of Credit Liabilities held by the other Banks,  and  such
other  adjustments  shall  be made, as may be required  so  that  all  such
payments with respect to the Loans and Letter of Credit Liabilities held by
the  Banks shall be shared by the Banks pro rata; provided that nothing  in
this  Section shall impair the right of any Bank to exercise any  right  of
set-off or counterclaim it may have and to apply the amount subject to such
exercise  to the payment of indebtedness of the Borrowers other than  their
indebtedness  under this Agreement.  Each Borrower agrees, to  the  fullest
extent it may effectively do so under applicable law, that any holder of  a
participation  in  a  Loan  or Letter of Credit, whether  or  not  acquired
pursuant  to the foregoing arrangements, may exercise rights of set-off  or
counterclaim and other rights with respect to such participation  as  fully
as  if  such  holder  of  a participation were a direct  creditor  of  such
Borrower in the amount of such participation.
1.8.
1.9.       SECTION    Amendments  and Waivers  .   Any  provision  of  this
Agreement  or  the  Notes may be amended or waived if, but  only  if,  such
amendment  or  waiver is in writing and is signed by the Borrower  and  the
Required  Banks (and, if the rights or duties of the Administrative  Agent,
any  Swingline  Bank  or  any Issuing Bank are affected  thereby,  by  such
Person); provided that no such amendment or waiver shall, unless signed  by
all  the Banks, (i) increase or decrease the Commitment of any Bank (except
for a ratable decrease in the Commitments of all Banks) or subject any Bank
to  any  additional obligation, (ii) reduce the principal  of  or  rate  of
interest  on  any  Loan or the amount to be reimbursed in  respect  of  any
Letter  of  Credit  or  any interest thereon or any fees  hereunder,  (iii)
postpone the date fixed for any payment of principal of or interest on  any
Loan  or  for reimbursement in respect of any Letter of Credit or  interest
thereon  or  any fees hereunder or for termination of any Commitment,  (iv)
make  any  changes  to  Article  10 or (v) change  the  percentage  of  the
Commitments  or of the aggregate unpaid principal amount of the  Loans  and
Letter  of  Credit  Liabilities, or the number of  Banks,  which  shall  be
required for the Banks or any of them to take any action under this Section
or  any  other provision of this Agreement; provided further that  no  such
amendment,  waiver or modification shall, unless signed  by  each  Eligible
Subsidiary,  (w)  subject  such  Eligible  Subsidiary  to  any   additional
obligation,  (x)  increase the principal of or  rate  of  interest  on  any
outstanding Loan or Letter of Credit Liability of such Eligible Subsidiary,
(y)  accelerate the stated maturity of any outstanding Loan  or  Letter  or
Credit Liability of such Eligible Subsidiary or (z) change this proviso.
1.10.
1.11.           SECTION    Successors and Assigns .  (a) The provisions  of
this  Agreement  shall  be binding upon and inure to  the  benefit  of  the
parties hereto and their respective successors and assigns, except that  no
Borrower  may  assign or otherwise transfer any of its  rights  under  this
Agreement without the prior written consent of all Banks.
1.12.
1.13.          (b)  Any Bank may at any time grant to one or more banks or
other institutions (each a "Participant") participating interests in its
Commitment or any or all of its Loans and Letter of Credit Liabilities.  In
the event of any such grant by a Bank of a participating interest to a
Participant, whether or not upon notice to the Administrative Agent, such
Bank shall remain responsible for the performance of its obligations
hereunder, and the Borrowers, the Issuing Banks, the Swingline Banks and
the Administrative Agent shall continue to deal solely and directly with
such Bank in connection with such Bank's rights and obligations under this
Agreement.  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 Borrowers
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
described in clause (i), (ii), (iii) or (iv) of Section 11.05 without the
consent of the Participant.  The Borrowers agree that each Participant
shall, to the extent provided in its participation agreement, be entitled
to the benefits of Article 8 with respect to its participating interest,
subject to subsection (e) below.  An assignment or other transfer which is
not permitted by subsection (c) or (d) below shall be given effect for
purposes of this Agreement only to the extent of a participating interest
granted in accordance with this subsection (b).
1.14.
1.15.          (c)  Any Bank may at any time assign to one or more banks or
other financial institutions (each an "Assignee") all, or a proportionate
part (equivalent to an initial Commitment of not less than $15,000,000) of
all, of its rights and obligations under this Agreement and its Notes (if
any), and such Assignee shall assume such rights and obligations, pursuant
to an Assignment and Assumption Agreement in substantially the form of
Exhibit G hereto executed by such Assignee and such transferor Bank, with
(and only with and subject to) the prior written consent of the Borrower,
the Issuing Banks, the Swingline Banks and the Administrative Agent (which
consents shall not be unreasonably withheld or delayed); provided that if
an Assignee is an affiliate of such transferor Bank or was a Bank
immediately prior to such assignment, no such consent shall be required;
provided further such assignment may, but need not, include rights of the
transferor Bank in respect of outstanding Bid Rate Loans.  Upon execution
and delivery of such instrument of assumption and payment by such Assignee
to such transferor Bank of an amount equal to the purchase price agreed
between such transferor Bank and such Assignee, such Assignee shall be a
Bank party to this Agreement and shall have all the rights and obligations
of a Bank with a Commitment as set forth in such instrument of assumption,
and the transferor Bank shall be released from its obligations hereunder to
a corresponding extent, and no further consent or action by any party shall
be required.  Upon the consummation of any assignment pursuant to this
subsection (c), the transferor Bank, the Administrative Agent and the
Borrowers shall make appropriate arrangements so that, if required by the
Assignee, Note(s) are issued to the Assignee.  In connection with any such
assignment, the transferor Bank or the Assignee shall pay or cause to be
paid to the Administrative Agent an administrative fee for processing such
assignment in the amount of $3,000.  If the Assignee is not organized under
the laws of the United States of America or a state thereof, it shall,
prior to the first date on which interest or fees are payable hereunder for
its account, deliver to the Company and the Administrative Agent
certification as to exemption from deduction or withholding of any United
States federal income taxes in accordance with Section 8.04.
1.16.
1.17.          (d)  Any Bank may at any time assign all or any portion of
its rights under this Agreement and its Notes (if any) to a Federal Reserve
Bank.  No such assignment shall release the transferor Bank from its
obligations hereunder or modify any such obligations.
1.18.
1.19.          (e)  No Assignee, Participant or other transferee of any
Bank's rights shall be entitled to receive any greater payment under
Section 8.03 or 8.04 than such Bank would have been entitled to receive
with respect to the rights transferred, unless such transfer is made by
reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank
to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.
1.20.
1.21.          SECTION   Collateral .  Each of the Banks represents to  the
Administrative Agent and each of the other Banks that it in good  faith  is
not  relying  upon  any  "margin stock" (as defined  in  Regulation  U)  as
collateral  in the extension or maintenance of the credit provided  for  in
this Agreement.
1.22.
1.23.           SECTION   Confidentiality .  The Administrative  Agent  and
each Bank agrees to keep any information delivered or made available by the
Borrower  pursuant  to this Agreement confidential from anyone  other  than
persons  employed  or  retained by such Bank and  its  affiliates  who  are
engaged  in evaluating, approving, structuring or administering the  credit
facility  contemplated hereby; provided that nothing herein  shall  prevent
any  Bank from disclosing such information (a) to any other Bank or to  the
Administrative Agent, (b) to any other Person if reasonably  incidental  to
the administration of the credit facility contemplated hereby, (c) upon the
order of any court or administrative agency, (d) upon the request or demand
of  any  regulatory  agency  or  authority, (e)  which  had  been  publicly
disclosed  other  than  as a result of a disclosure by  the  Administrative
Agent or any Bank prohibited by this Agreement,  (f) in connection with any
litigation  to which the Administrative Agent, any Bank or its subsidiaries
or  Parent  may be a party, (g) to the extent necessary in connection  with
the  exercise of any remedy hereunder, (h) to such Bank's or Administrative
Agent's  legal  counsel  and  independent  auditors  and  (i)  subject   to
provisions substantially similar to those contained in this Section  11.08,
to any actual or proposed Participant or Assignee.
1.24.
1.25.          SECTION   Governing Law; Submission to Jurisdiction .   This
Agreement and each Note shall be construed in accordance with and  governed
by  the law of the State of Illinois.  Each Borrower hereby submits to  the
nonexclusive  jurisdiction  of the United States  District  Court  for  the
Northern  District of Illinois and of any Illinois State court  sitting  in
Chicago for purposes of all legal proceedings arising out of or relating to
this  Agreement  or  the transactions contemplated hereby.   Each  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.
1.26.
1.27.          SECTION   Counterparts; Integration .  This Agreement may be
signed  in  any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon  the
same  instrument.   This  Agreement constitutes the  entire  agreement  and
understanding  among the parties hereto and supersedes any  and  all  prior
agreements  and  understandings, oral or written, relating to  the  subject
matter hereof.
1.28.
1.29.          SECTION   Waiver of Jury Trial .  EACH OF THE BORROWERS, THE
AGENTS,  THE  ISSUING  BANKS, THE SWINGLINE BANKS AND  THE  BANKS,  TO  THE
FULLEST  EXTENT  IT  MAY  EFFECTIVELY DO SO UNDER  APPLICABLE  LAW,  HEREBY
IRREVOCABLY  WAIVES  ANY  AND  ALL RIGHT TO TRIAL  BY  JURY  IN  ANY  LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
1.30.
1.31.           SECTION   Effect of Amendment and Restatement;  Resignation
of  Resigning  Agent  .   This agreement amends and restates  the  Existing
Credit  Agreement in its entirety.  Upon the effectiveness hereof, (a)  the
Existing  Credit Agreement shall be superseded and shall be of  no  further
force  or effect (except for those provisions thereof which by their  terms
survive  any termination thereof) and (b) Morgan Guaranty Trust Company  of
New  York  resigns  as  "Administrative Agent" under  the  Existing  Credit
Agreement (it being understood that the provisions of Article 7 and Section
11.03 of the Existing Credit Agreement shall inure to its benefit as to any
actions  taken  or omitted to be taken while it was "Administrative  Agent"
thereunder).
1.32.
1.33.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement  to
be  duly executed by their respective authorized officers as of the day and
year first above written.

                              IMC GLOBAL INC.


                              By:
                              Title:

                              2100 Sanders Road
                              Northbrook, IL 60062
                              Attention: E. Paul Dunn, Jr.
                              Assistant Vice President and Treasurer
                              Telecopy number: 847-205-4930


$74,750,000                   BANK OF AMERICA, N.A.,
                              Individually and as Administrative
                              Agent

                              By:
                              Title: Managing Director

                              231 South LaSalle Street
                              Chicago, Illinois 60697
                              Attention: G. Burton Queen
                              Telecopy number: (312) 987-1276


$45,500,000                   THE CHASE MANHATTAN BANK,
                              Individually and as Syndication
                              Agent

                              By:
                              Title:


$45,500,000                   ROYAL BANK OF CANADA,
                              Individually and as Documentation
                              Agent


                              By:
                              Title:


$45,500,000                   MORGAN GUARANTY TRUST
                              COMPANY OF NEW YORK


                              By:
                              Title:


$39,000,000                   CREDIT AGRICOLE INDOSUEZ
                              By:
                              Title:


$32,500,000                   HARRIS TRUST AND SAVINGS
                              BANK

                              By:
                              Title:


$6,500,000                    THE BANK OF MONTREAL

                              By:
                              Title:

$34,125,000                   BANK ONE, NA (Main Office
                              Chicago), Individually and as
                              Co-Syndication Agent

                              By:
                              Title:

$34,125,000                   THE NORTHERN TRUST COMPANY

                              By:
                              Title:

$29,250,000                   ABN-AMRO BANK N.V.

                              By:
                              Title:


                              By:
                              Title:

$29,250,000                   BANQUE NATIONALE DE PARIS

                              By:
                              Title:

$29,250,000                   THE BANK OF NEW YORK


                              By:
                              Title:

$22,750,000                   THE BANK OF TOKYO-MITSUBISHI, LTD.
                              CHICAGO BRANCH


                              By:
                              Title:


$22,750,000                   FIRST UNION NATIONAL BANK


                              By:
                              Title:


$22,750,000                   COOPERATIEVE CENTRALE RAIFFEISEN-
                              BOERENLEENBANK
                              B.A., "RABOBANK INTERNATIONAL",
                              NEW YORK BRANCH


                              By:
                              Title:

                              By:
                              Title:


$22,750,000                   STANDARD CHARTERED BANK


                              By:
                              Title:


                              By:
                              Title:


$22,750,000                   BANK HAPOALIM B.M.


                              By:
                              Title:


                              By:
                              Title:

$22,750,000                   SUNTRUST BANK, ATLANTA,
                              Individually and as Co-Documentation Agent


                              By:
                              Title:


                              By:
                              Title:


$22,750,000                   THE DAI-ICHI KANGYO BANK,
                              LTD., CHICAGO BRANCH


                              By:
                              Title:


$22,750,000                   HSBC BANK USA


                              By:
                              Title:


$22,750,000                   THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                              CHICAGO BRANCH


                              By:
                              Title:

Total Commitments

$650,000,000

                             Pricing Schedule


     The "Euro-Dollar Margin," the "Utilization Fee Rate" and the "Facility
Fee Rate" for any day are the respective percentages set forth below in the
applicable row under the column corresponding to the Status that exists  on
such day:

<TABLE>
<CAPTION>

                                      LEVEL  LEVEL   LEVEL   LEVEL   LEVEL
                                      I      II      III     IV      V

<S>                                  <C>    <C>     <C>     <C>     <C>
Facility Fee Rate                    .07%   .085%   .11%    .15%    .25%

Euro-Dollar Margin                  .155%    .19%  .215%   .275%   .425%

Utilization Fee Rate                .125%    .25%   .25%    .25%   .325%

(outstanding principal amount of Loans
 equal to or greater than 25% but less than
 50% of the aggregate Commitments)

Utilization Fee Rate                .125%    .25%  .55%    .575%   .825%

(outstanding principal amount of Loans
 equal to or greater than 50% of the
 aggregate Commitments)

</TABLE>

     For  purposes of this Schedule, the following terms have the following
meanings, subject to the last paragraph of this Schedule:

     "Level  I Status" exists at any date if, at such date, the Company  is
rated  A- or higher by S&P or A3 or higher by Moody's.

     "Level II Status" exists at any date if, at such date, (i) the Company
is  rated BBB+ or higher by S&P or Baa1 or higher by Moody's and (ii) Level
I Status does not exist.

     "Level  III  Status"  exists at any date if, at  such  date,  (i)  the
Company is rated BBB or higher by S&P or Baa2 or higher by Moody's and (ii)
neither Level I Status nor Level II Status exists.

     "Level IV Status" exists at any date if, at such date, (i) the Company
is  rated  BBB- by S&P or Baa3 by Moody's and (ii) neither Level I  Status,
Level II Status nor Level III Status exists.

     "Level  V Status" exists at any date if, at such date, no other Status
exists.

     "Status" refers to the determination of which of Level I Status, Level
II  Status, Level III Status, Level IV Status or Level V Status  exists  at
any date.

       The credit ratings to be utilized for purposes of this Schedule  are
those  assigned  to the senior unsecured long-term debt securities  of  the
Company  without third-party credit enhancement, whether or  not  any  such
debt  securities are actually outstanding, and any rating assigned  to  any
other  debt  security of the Company shall be disregarded.  The  rating  in
effect at any date is that in effect at the close of business on such date.
If  the  Company is split-rated and the ratings differential is one  notch,
the higher of the two ratings will apply (e.g., A-/Baa1 results in Level  I
Status and BBB+/Baa2 results in Level II Status).  If the Company is split-
rated  and the ratings differential is more than one notch, the average  of
the  two ratings (or the higher of two intermediate ratings) shall be  used
(e.g.,  A-/Baa3 results in Level II Status and BBB+/Baa3 results  in  Level
III  Status).   If at any date, the Company's long-term debt  is  rated  by
neither S&P nor Moody's, then Level V shall apply.

                                SCHEDULE I

                        EXISTING LETTERS OF CREDIT

ACCOUNT PARTIES:

ISSUER                           AMOUNT      BENEFICIARY          RENEWAL DATE

IMC-Agrico
Bank of America, N.A.            $2,832,500  National Union       05/30/00
Bank of America, N.A.            $570,000    National Union       05/30/00
Bank of America, N.A.            $2,750,000  Brewster Phosphate   12/31/99

IMC Global Operations Inc.
Bank of America, N.A.            $2,683,980  National Union       12/02/99
Bank of America, N.A.            $625,000    National Union       12/02/99
Bank of America, N.A.            $250,000    State of Vermont     12/02/99
Bank of America, N.A.            $500,000    National Union       12/02/99
Bank of America, N.A.            $1,800,000  Reliance Nat'l       05/31/00
                                              Indemnity
Cooperatieve Centrale            $3,182,809  Dai-Ichi-Bank        03/17/01
 Raiffeisen-boerenleenbank
 B.A., "Rabobank
 International", New York
 Branch
Cooperatieve Centrale            $9,445,754  Dai-Ichi-Bank        03/17/00
 Raiffeisen-boerenleenbank
 B.A., "Rabobank
 International", New York
 Branck
Cooperatieve Centrale            $2,751,485  Bank of New York     02/16/01
 Raiffeisen-boerenleenbank
 B.A., "Rabobank Nederland",
 New York Branch Vigoro
 Industries, Inc.
Harris Trust and Savings         $800,000    National Union       10/31/00
 Bank                                         First Ins. Co.
Harris Trust and Savings         $546,000    St. Paul Fire &      02/25/00
 Bank                                         Marine Ins. Co.

Kalium Chemicals Ltd.
Royal Bank of Canada             $25,000     MI Dept. of Natural  10/01/00
                                              Resources
Royal Bank of Canada             $5,000      MI Dept. of Natural  10/01/00
                                              Resources

Western-AG Minerals Co.
Carlsbad National Bank           $500,000    New Mexico Self      09/03/00
                                              Insurers

IMC Kalium Ogden Corp.
NationsBank                      $298,900    Utah Div. of Oil,    04/08/00
                                              Gas & Mining

IMC Salt Inc.
Bank of America, N.A.            $150,000    Louisiana Dept. of   03/24/00
                                              Employ.
Bank of America, N.A.            $800,000    ACSTAR Insurance     03/26/00
                                              Co.
Bank of America, N.A.            $2,352,274  Reliance Nat'l       04/30/00
                                              Indemnity Co.
Royal Bank of Canada             $40,000     O&L Real Estate      07/31/00
                                              Ltd. Liab. Co.

IMC Chemicals Inc.
Bank of America, N.A.            $2,118,000  AIG/Nat'l Union,     03/23/00
                                              Amer. Home
Bank of America, N.A.            $110,000    Kredietbank NV       04/30/00
Bank of America, N.A.            $150,750    State of Colorado    03/30/00
                                              Rec. Brd.
Bank of America, N.A.            $696,620.31 Colorado Nat'l Bank  08/31/00
Bank of America, N.A.            $492,579.15 White River Elec.    03/30/00
                                              Assoc.
Bank of America, N.A.            $119,600    ACSTAR Insurance Co. 03/26/00
Bank of America, N.A.            $941,338    County of San Bern.  03/24/00
Bank of America, N.A.            $300,000    San Diego Unified    04/30/00
Bank of America, N.A.            $5,860,441  General Electric     07/14/00
                                              Cap. Corp.
Bank of America, N.A.            $7,511,927  General Foods Cred.  07/14/00


                                                                  EXHIBIT A


NOTE


Chicago, Illinois
[Date]


       For   value  received,  [Name  of  Borrower],  a  [jurisdiction   of
incorporation] corporation (the "Borrower"), promises to pay to  the  order
of  (the  "Bank"),  for the account of its Applicable Lending  Office,  the
unpaid  principal  amount of each Loan made by the  Bank  to  the  Borrower
pursuant to the Credit Agreement referred to below on the date specified in
the  Credit Agreement.  The Borrower promises to pay interest on the unpaid
principal  amount of each such Loan on the dates and at the rate  or  rates
provided  for in the Credit Agreement.  All such payments of principal  and
interest  shall be made in lawful money of the United States in Federal  or
other  immediately available funds at the office of Bank of America,  N.A.,
231 South LaSalle Street, Chicago, Illinois.

      All  Loans  made  by  the Bank, the respective types  and  maturities
thereof  and  all repayments of the principal thereof shall be recorded  by
the  Bank  and,  the  Bank, if the Bank so elects in  connection  with  any
transfer  or enforcement of its Note, may endorse on the schedule  attached
hereto  appropriate  notations to evidence the foregoing  information  with
respect  to  the Loans then outstanding; provided that the failure  of  the
Bank  to  make  any such recordation or endorsement shall  not  affect  the
obligations of the Borrower hereunder or under the Credit Agreement.

      This note is one of the Notes referred to in the Amended and Restated
Five-Year Credit Agreement dated as of December 8, 1999 among the Borrower,
various financial institutions and Bank of America, N.A., as Administrative
Agent  (as  the  same  may  be  amended from  time  to  time,  the  "Credit
Agreement").   Terms defined in the Credit Agreement are used  herein  with
the  same  meanings.   Reference  is  made  to  the  Credit  Agreement  for
provisions  for the prepayment hereof and the acceleration of the  maturity
hereof.

      [The payment in full of the principal and interest on this note  has,
pursuant  to  the  provisions of the Credit Agreement, been unconditionally
guaranteed by IMC Global Inc.]1

                         [NAME OF BORROWER]


                         By:
                         Title:
Note (cont'd)

LOANS AND PAYMENTS OF PRINCIPAL

Date            Amount    Type          Amount of         Maturity    Notation
                of Loan   of Loan       Principal Repaid  Date        Made By



                                                                  EXHIBIT B


                      FORM OF BID RATE QUOTE REQUEST

[Date]


To:  Bank of America, N.A.
       (the "Administrative Agent")

From:     [Name of Borrower]

Re:  Amended  and  Restated  Five-Year Credit Agreement  (the  "Credit
     Agreement")  dated as of December 8, 1999 among IMC Global  Inc.,
     various  financial  institutions and Bank of  America,  N.A.,  as
     Administrative Agent.

     We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that  we  request  Bid  Rate  Quotes for the following  proposed  Bid  Rate
Borrowing(s):

Date of Borrowing:  __________________

Principal Amount2   Interest Period3

$

      Such  Bid  Rate Quotes should offer a Bid Rate [(General),  (Indexed)
Margin or both].  [The applicable base rate is the London Interbank Offered
Rate.]

      Terms  used herein have the meanings assigned to them in  the  Credit
Agreement.

                              [NAME OF BORROWER]


                              By
                              Title:


                                                                  EXHIBIT C



                  FORM OF INVITATION FOR BID RATE QUOTES



To:  [Name of Bank]


     Re:  Invitation  for  Bid Rate Quotes to [Name of Borrower]  (the
          "Borrower")


      Pursuant to Section 2.03 of the Amended and Restated Five-Year Credit
Agreement  dated  as  of December 8, 1999 among IMC  Global  Inc.,  various
financial institutions and the undersigned, as Administrative Agent, we are
pleased  on behalf of the Borrower to invite you to submit Bid Rate  Quotes
to the Borrower for the following proposed Bid Rate Borrowing(s):

Date of Borrowing:  __________________

Principal Amount    Interest Period

$

      Such  Bid  Rate  Quotes  should offer a Bid Rate  [(Indexed)  Margin,
(General)  or  both].   [The applicable base rate is the  London  Interbank
Offered Rate.]

      Please respond to this invitation by no later than [2:00 P.M.] [10:00
A.M.] (New York City time) on [date].

                         BANK OF AMERICA, N.A.,
                         as Administrative Agent


                         By
                              Authorized Officer

                                                                  EXHIBIT D



                          FORM OF BID RATE QUOTE



To:  Bank of America, N.A.,
     as Administrative Agent
     231 South LaSalle Street
     Chicago, Illinois 60697
     Attention:


     Re:  Bid Rate Quote to [Name of Borrower] (the "Borrower")


      In  response  to  your  invitation on behalf of  the  Borrower  dated
_____________, _____, we hereby make the following Bid Rate  Quote  on  the
following terms:

1.   Quoting Bank:  ________________________________

2.   Person to contact at Quoting Bank:
     _____________________________

3.   Date of Borrowing: ____________________4

4.   We  hereby  offer to make Bid Rate Loan(s) in the following  principal
     amounts,  for  the  following Interest Periods and  at  the  following
     rates:

     Principal Interest
     Bid Rate

     Amount5   Period6   [(Indexed)7 Margin]      [(General)8]
$
$

      provided, that the aggregate principal amount of Bid Rate  Loans  for
which the above offers may be accepted shall not exceed $____________.]2

      We understand and agree that the offer(s) set forth above, subject to
the  satisfaction of the applicable conditions set forth in the Amended and
Restated Five-Year Credit Agreement dated as of December 8, 1999 among  IMC
Global   Inc.,   various   financial  institutions   and   yourselves,   as
Administrative Agent, irrevocably obligates us to make the Bid Rate Loan(s)
for which any offer(s) are accepted, in whole or in part.

                              Very truly yours,

                              [NAME OF BANK]


Dated:                             By:
                                        Authorized Officer

                                                                EXHIBIT E-1


December ___, 1999

To the Banks parties to the
"Credit Agreement" (as defined
below) and to Bank of America, N.A.,
as Administrative Agent:

      We  are issuing this opinion letter in our capacity as special  legal
counsel  to  IMC  Global Inc., a Delaware corporation  (the  "Company")  in
response  to  the requirement in Section 3.01 of the Amended  and  Restated
Five  Year  Credit  Agreement, dated as of December 8,  1999  (the  "Credit
Agreement"),   between   the  Company,  as  borrower,   various   financial
institutions  (excluding the Company, the "Banks"), and  Bank  of  America,
N.A., as administrative agent (together with the Banks, collectively called
"you").   The  term "Transaction Agreements" whenever it is  used  in  this
letter  means the Credit Agreement and the Notes (as defined in the  Credit
Agreement)  dated the date hereof.  Unless otherwise indicated, capitalized
terms  used  herein  but not otherwise defined herein have  the  respective
meanings set forth in the Credit Agreement.

      Subject  to  the  assumptions, qualifications, exclusions  and  other
limitations  which  are  identified in this letter  and  in  the  schedules
attached to this letter, we advise you that:

1.   The  Company is a corporation existing and in good standing under  the
     General Corporation Law of the State of Delaware.

2.   The  Company  has the corporate power to own and lease its  properties
     and  to  enter into and perform its obligations under the  Transaction
     Agreements.

3.   The  Company's  Board of Directors has adopted by requisite  vote  the
     resolutions  necessary to authorize the Company's execution,  delivery
     and  performance  of the Transaction Agreements.  No approval  by  the
     Company's stockholders is required.

4.   The   Company   has  duly  authorized,  executed  and  delivered   the
     Transaction Agreements.

5.   Each  of  the Transaction Agreements is a valid and binding obligation
     of  the  Company and is enforceable against the Company in  accordance
     with its terms.

6.   The Company is not currently required to obtain any consent, approval,
     authorization or order of any court or governmental agency in order to
     obtain  the right to enter into the Transaction Agreements or to  take
     any  action  in  connection with the consummation of the  transactions
     contemplated  by  the Transaction Agreements, except  for  actions  or
     filings  required in connection with ordinary course  conduct  by  the
     Company of its respective businesses and ownership or operation by the
     Company of its respective assets.

7.   The  Company is not an "investment company" registered or required  to
     be registered under the Investment Company Act of 1940, as amended.

8.   The  execution  and  delivery  of the Transaction  Agreements  by  the
     Company  and  performance  of its obligations  under  the  Transaction
     Agreements  will  not  (a)  violate any  existing  provisions  of  the
     Company's  Certificate of Incorporation or Bylaws,  (b)  constitute  a
     violation  by  the  Company of any applicable  provision  of  existing
     statutory  law or governmental regulation covered by this letter,  (c)
     result  in  the  creation  or  imposition  of  any  lien,  charge   or
     encumbrance  upon any of the property of the Company, (d) violate  any
     existing  order, writ, injunction or decree applicable to the  Company
     of  which we are aware of any court or governmental instrumentality or
     (e)  whether with or without the giving of notice or lapse of time  or
     both, breach, or result in a default under, any existing obligation of
     the  Company  or  any of its Subsidiaries under any of the  agreements
     listed  on  Schedule E to this opinion (provided that  we  express  no
     opinion  as  to  compliance with any financial test  or  cross-default
     provision  except insofar as any such cross-default provision  relates
     to  a default under an agreement listed on Schedule E to this opinion)
     except  in  each case as would not reasonably be expected  to  have  a
     Material   Adverse  Effect.   Without  limiting  the  foregoing,   the
     Borrowings and the application of the proceeds thereof as provided  in
     the  Credit Agreement do not violate Regulation T, U or X of the Board
     of Governors of the Federal Reserve System.

      In  preparing  this  letter, we have relied without  any  independent
verification upon the assumptions recited in Schedule B to this letter  and
upon:  (i) information contained in certificates obtained from governmental
authorities; (ii) factual information represented to be true in the  Credit
Agreement  and the other Transaction Agreements; (iii) factual  information
provided  to  us  by  the  Company; and (iv) factual  information  we  have
obtained  from  such other sources as we have deemed reasonable.   We  have
assumed  without  investigation that there has been no relevant  change  or
development  between  the dates as of which the information  cited  in  the
preceding  sentence  was given and the date of this  letter  and  that  the
information  upon  which  we  have relied is accurate  and  does  not  omit
disclosures  necessary to prevent such information from  being  misleading.
For  purposes  of  each opinion in paragraph 1, we have relied  exclusively
upon a certificate issued by a governmental authority in Delaware, and such
opinion is not intended to provide any conclusion or assurance beyond  that
conveyed by that certificate.

     While we have not conducted any independent investigation to determine
facts  upon  which  our opinions are based or to obtain  information  about
which  this  letter advises you, we confirm that we do not have any  actual
knowledge which has caused us to conclude that our reliance and assumptions
cited  in  the preceding paragraph are unwarranted or that any  information
supplied in this letter is wrong.  The term "actual knowledge" whenever  it
is  used  in this letter with respect to our firm means conscious awareness
at  the time this letter is delivered on the date it bears by the following
Kirkland  &  Ellis  lawyers  who  have  had  significant  involvement  with
negotiation  or  preparation of the Credit Agreement  (herein  called  "our
Designated Transaction Lawyers"): Michael G. Timmers and Gavin J. Domm.

      Our  advice  on every legal issue addressed in this letter  is  based
exclusively  on the internal law of the State of Illinois, the federal  law
of  the  United  States and the General Corporation Law  of  the  State  of
Delaware.  Issues addressed by this letter may be governed in whole  or  in
part  by  other laws, but we express no opinion as to whether any  relevant
difference  exists between the laws upon which our opinions are  based  and
any  other laws which may actually govern.  Our opinions are subject to all
qualifications in Schedule A and do not cover or otherwise address any  law
or  legal  issue  which is identified in the attached  Schedule  C  or  any
provision  in  the  Credit  Agreement  or  any  of  the  other  Transaction
Agreements  of  any  type  identified in Schedule  D.   Provisions  in  the
Transaction  Agreements which are not excluded by Schedule D or  any  other
part  of  this letter or its attachments are called the "Relevant Agreement
Terms."

     Our advice on each legal issue addressed in this letter represents our
opinion as to how that issue would be resolved were it to be considered  by
the  highest court of the jurisdiction upon whose law our opinion  on  that
issue  is based.  The manner in which any particular issue would be treated
in  any  actual  court case would depend in part on facts and circumstances
particular  to  the case, and this letter is not intended to guarantee  the
outcome of any legal dispute which may arise in the future.  It is possible
that  some  Relevant Agreement Terms may not prove enforceable for  reasons
other  than those cited in this letter should an actual enforcement  action
be  brought, but (subject to all the exceptions, qualifications, exclusions
and other limitations contained in this letter) such unenforceability would
not  in  our  opinion  prevent you from realizing  the  principal  benefits
purported to be provided by the Relevant Agreement Terms.

      This  letter  speaks as of the time of its delivery on  the  date  it
bears.   We do not assume any obligation to provide you with any subsequent
opinion  or  advice  by  reason  of any fact  about  which  our  Designated
Transaction Lawyers did not have actual knowledge at that time,  by  reason
of  any  change subsequent to that time in any law covered by  any  of  our
opinions, or for any other reason.  The attached schedules are an  integral
part  of  this letter, and any term defined in this letter or any  schedule
has  that  defined  meaning wherever it is used in this letter  or  in  any
schedule to this letter.

      You  may  rely  upon this letter only for the purpose served  by  the
provision  in the Credit Agreement cited in the initial paragraph  of  this
letter  in  response to which it has been delivered.  Without  our  written
consent:   (i)  no Person other than you may rely on this  letter  for  any
purpose;  (ii)  this  letter may not be cited or quoted  in  any  financial
statement,  prospectus,  private  placement  memorandum  or  other  similar
document;  (iii)  this  letter may not be cited  or  quoted  in  any  other
document  or communication which might encourage reliance upon this  letter
by  any  Person  or  for any purpose excluded by the restrictions  in  this
paragraph;  and (iv) copies of this letter may not be furnished  to  anyone
for  purposes of encouraging such reliance.  Notwithstanding the foregoing,
Persons  who subsequently become Banks (or participants in accordance  with
the  terms of the Credit Agreement) may rely on this letter as of the  time
of  its  delivery  on the date hereof as if this letter were  addressed  to
them.

                              Sincerely,



                              Kirkland & Ellis
                                Schedule A
                          General Qualifications


      All  of  our  opinions ("our opinions") in the letter to  which  this
Schedule   is  attached  ("our  letter")  are  subject  to  each   of   the
qualifications set forth in this Schedule.

1.   Bankruptcy and Insolvency Exception.  Each of our opinions is  subject
     to the effect of bankruptcy, insolvency, reorganization, receivership,
     moratorium and other similar laws.  This exception includes:

          a.    the  federal  Bankruptcy Code and thus  comprehends,  among
          others,  matters  of turn-over, automatic stay, avoiding  powers,
          fraudulent transfer, preference, discharge, conversion of a  non-
          recourse  obligation into a recourse claim, limitations  on  ipso
          facto  and  anti-assignment clauses  and  the  coverage  of  pre-
          petition  security  agreements applicable  to  property  acquired
          after a petition is filed;

          b.     all   other  federal  and  state  bankruptcy,  insolvency,
          reorganization,   receivership,   moratorium,   arrangement   and
          assignment  for  the benefit of creditors laws  that  affect  the
          rights of creditors generally or that have reference to or affect
          only creditors of specific types of debtors;

          c.   state fraudulent transfer and conveyance laws; and

          d.    judicially  developed  doctrines  in  this  area,  such  as
          substantive    consolidation   of    entities    and    equitable
          subordination.

2.   Equitable  Principles Limitation.  Each of our opinions is subject  to
     the effect of general principles of equity, whether applied by a court
     of law or equity.  This limitation includes principles:

a.                  governing the availability of specific performance,
injunctive relief or other equitable remedies, which generally place the
award of such remedies, subject to certain guidelines, in the discretion of
the court to which application for such relief is made;

a.                  affording equitable defenses (e.g., waiver, laches and
estoppel) against a party seeking enforcement;

a.                   requiring good faith and fair dealing in the
performance and enforcement of a contract by the party seeking its
enforcement;

a.                  requiring reasonableness in the performance and
enforcement of an agreement by the party seeking enforcement of the
contract;

b.        requiring consideration of the materiality of (i) a breach and
(ii) the consequences of the breach to the party seeking enforcement;

a.                  requiring consideration of the impracticability or
impossibility of performance at the time of attempted enforcement; and

a.                  affording defenses based upon the unconscionability of
the enforcing party's conduct after the parties have entered into the
contract.

3.   Other  Common Qualifications.  Each of our opinions is subject to  the
     effect of rules of law that:

a.   limit or affect the enforcement of provisions of a contract that
purport to waive, or to require waiver of, the obligations of good faith,
fair dealing, diligence and reasonableness;

a.                  provide that forum selection clauses in contracts are
not necessarily binding on the court(s) in the forum selected;

a.                  limit the availability of a remedy under certain
circumstances where another remedy has been elected;

a.                  provide a time limitation after which a remedy may not
be enforced;

a.        limit  the right of a creditor to use force or cause a breach  of
the peace in enforcing rights;

a.        relate   to  the  sale  or  disposition  of  collateral  or   the
requirements of a commercially reasonable sale;

a.        limit the enforceability of provisions releasing, exculpating  or
exempting a party from, or requiring indemnification of a party for,
liability for its own action or inaction, to the extent the action or
inaction involves negligence, recklessness, willful misconduct, unlawful
conduct, violation of public policy or litigation against another party
determined adversely to such party;

a.        may,  where  less  than all of a contract may  be  unenforceable,
limit the enforceability of the balance of the contract to circumstances in
which the unenforceable portion is not an essential part of the agreed
exchange;

a.        govern and afford judicial discretion regarding the determination
of damages and entitlement to attorneys' fees and other costs;

a.        may  permit a party that has materially failed to render or offer
performance required by the contract to cure that failure unless (i)
permitting a cure would unreasonably hinder the aggrieved party from making
substitute arrangements for performance, or (ii) it was important in the
circumstances to the aggrieved party that performance occur by the date
stated in the contract.

4.   Referenced  Provision  Qualification.   In  addition,  our   opinions,
     insofar as they relate to the validity, binding effect or enforceability of
     a provision in any of the Transaction Agreements requiring the Company to
     perform its obligations under, or to cause any other Person to perform its
     obligations  under, any provision (a "Referenced Provision")  of  such
     Transaction Agreement or of any of the other Transaction Agreements or
     stating that any action will be taken as provided in or in accordance with
     any provision (also a "Referenced Provision") of any other Transaction
     Agreement, are subject to the same qualifications as the corresponding
     opinion  in  this letter relating to the validity, binding effect  and
     enforceability  of  such Referenced Provision.   Requirements  in  the
     Transaction Agreements that provisions therein may only be  waived  or
     amended  in writing may not be enforceable to the extent that an  oral
     agreement or an implied agreement by trade practice or course of conduct
     has been created modifying any such provision.

                                Schedule B
                                Assumptions

      For  purposes  of our letter, we have relied, without  investigation,
upon each of the following assumptions:

1.   The  Company  has  the  requisite title and  rights  to  any  property
     involved in the transactions effected under the Transaction Agreements
     (herein called the "Transactions").

1.   Each  of you is existing and in good standing in your jurisdiction  of
     organization.

1.   The  Credit  Agreement  constitutes valid and binding  obligations  of
     yours and is enforceable against you in accordance with its terms (subject
     to  qualifications, exclusions and other limitations similar to  those
     applicable to our letter).

1.   You have satisfied those legal requirements that are applicable to you
     to  the  extent  necessary to entitle you to enforce  the  Transaction
     Agreements against the Company.

1.   Each  document  submitted to us for review is accurate  and  complete,
     each such document that is an original is authentic, each such document
     that is a copy conforms to an authentic original, and all signatures (other
     than  those of or on behalf of the Company) on each such document  are
     genuine.

1.   There  has  not  been any mutual mistake of fact or  misunderstanding,
     fraud, duress or undue influence.

1.   The  conduct of the parties to the Transaction Agreements has complied
     with any requirement of good faith, fair dealing and conscionability.

1.   You have acted in good faith and without notice of any defense against
     the enforcement of any rights created by, or adverse claim to any property
     or security interest transferred or created as part of, the Transactions.

1.   There  are no agreements or understandings among the parties,  written
     or oral, and there is no usage of trade or course of prior dealing among
     the parties that would, in either case, define, supplement or qualify the
     terms of the Credit Agreement or any of the other Transaction Agreements.

1.   The  constitutionality  or  validity  of  a  relevant  statute,  rule,
     regulation or agency action is not in issue.

1.   All  parties to the Transactions will act in accordance with, and will
     refrain  from  taking any action that is forbidden by, the  terms  and
     conditions of the Transaction Agreements.

2.   All agreements other than the Transaction Agreements (if any) with
     respect to which we have provided advice in our letter or reviewed in
     connection with our letter would be enforced as written.

1.   The  Company  will  not  in the future take any  discretionary  action
     (including  a  decision  not to act) permitted under  the  Transaction
     Agreements that would result in a violation of law or constitute a breach
     or default under any other agreements or court orders to which the Company
     may be subject.

1.   The  Company  will  in the future obtain all permits and  governmental
     approvals required, and will in the future obtain all actions required,
     relevant to the consummation of the Transactions or performance of the
     Transaction Agreements.

15.  All  information  required  to be disclosed  in  connection  with  any
     consent   or   approval  by  the  Company's  Board  of  Directors   or
     stockholders (or equivalent governing group) and all other information
     required to be disclosed in connection with any issue relevant to  our
     opinions has in fact been fully and fairly disclosed to all persons to
     whom it is required to be disclosed.

16.  The  Company's  certificate of incorporation (or equivalent  governing
     instrument),  all  amendments  to that  certificate,  all  resolutions
     adopted   establishing  classes  or  series  of   stock   under   that
     certificate,  the Company's bylaws and all amendments  to  its  bylaws
     have   been   adopted   in  accordance  with  all   applicable   legal
     requirements.

17.  Each  person who has taken any action relevant to any of our  opinions
     in  the  capacity  of  director or officer was duly  elected  to  that
     director  or officer position and held that position when such  action
     was taken.
                                Schedule C
                       Excluded Law and Legal Issues


      None  of  the  opinions or advice contained in our letter  covers  or
otherwise  addresses  any  of  the following  laws,  regulations  or  other
governmental requirements or legal issues:

1.   federal  securities  laws  and regulations (excluding  the  Investment
     Company Act of 1940 to the extent of our opinion contained in paragraph 7)
     and  all other laws and regulations administered by the United  States
     Securities and Exchange Commission), state "Blue Sky" laws and regulations,
     and laws and regulations relating to commodity (and other) futures and
     indices and other similar instruments;

1.   pension and employee benefit laws and regulations (e.g., ERISA);

1.   federal   and  state  antitrust  and  unfair  competition   laws   and
     regulations;

1.   compliance with fiduciary duty requirements;

1.   the statues and ordinances, the administrative decisions and the rules
     and regulations of counties, towns, municipalities and special political
     subdivisions (whether created or enabled through legislative action at the
     federal, state or regional level -- e.g., water agencies, joint  power
     districts, turnpike and tollroad authorities, rapid transit districts or
     authorities, and port authorities) and judicial decisions to the extent
     that they deal with any of the foregoing;

1.   fraudulent transfer and fraudulent conveyance laws;

1.   federal and state environmental laws and regulations;

1.   federal and state land use and subdivision laws and regulations;

1.   federal and state tax laws and regulations;

1.   federal  patent, trademark and copyright, state trademark,  and  other
     federal and state intellectual property laws and regulations;

1.   federal and state racketeering laws and regulations (e.g., RICO);

1.   federal and state health and safety laws and regulations (e.g., OSHA);

1.   federal and state labor laws and regulations;

1.   federal  and  state  laws,  regulations and  policies  concerning  (i)
     national and local emergency, (ii) possible judicial deference to acts of
     sovereign states, and (iii) criminal and civil forfeiture laws;

1.   other  federal and state statutes of general application to the extent
     they provide for criminal prosecution (e.g., mail fraud and wire fraud
     statutes);

1.   any  laws, regulations, directives and executive orders that  prohibit
     or limit the enforceability of obligations based on attributes of the party
     seeking  enforcement (e.g., the Trading with the  Enemy  Act  and  the
     International Emergency Economic Powers Act); and

1.   the  effect  of  any law, regulation or order which hereafter  becomes
     effective.

       We  have  not  undertaken any research for purposes  of  determining
whether  the  Company  or  any  of  the Transactions  which  may  occur  in
connection  with  the  Credit Agreement or any  of  the  other  Transaction
Agreements  is  subject to any law or other governmental requirement  other
than to those laws and requirements which in our experience would generally
be  recognized  as  applicable in the absence of  research  by  lawyers  in
Illinois, and none of our opinions covers any such law or other requirement
unless  (i) one of our Designated Transaction Lawyers had actual  knowledge
of  its  applicability at the time our letter was delivered on the date  it
bears and (ii) it is not excluded from coverage by other provisions in  our
letter or in any Schedule to our letter.

                                Schedule D
                            Excluded Provisions


      None of the opinions in the letter to which this Schedule is attached
covers  or  otherwise  addresses any of the following types  of  provisions
which may be contained in the Transaction Agreements:

1.   Covenants  not to compete, including without limitation covenants  not
     to interfere with business or employee relations, covenants not to solicit
     customers, and covenants not to solicit or hire employees.

1.   Indemnification for negligence, willful misconduct or other wrongdoing
     or strict product liability or any indemnification for liabilities arising
     under securities laws.

1.   Provisions  mandating  contribution towards judgments  or  settlements
     among various parties.

1.   Waivers  of  (i) legal or equitable defenses, (ii) rights to  damages,
     (iii) rights to counter claim or set off, (iv) statutes of limitations, (v)
     rights  to  notice,  (vi)  the benefits of statutory,  regulatory,  or
     constitutional rights, unless and to the extent the statute, regulation, or
     constitution explicitly allows waiver, (vii) broadly or vaguely stated
     rights, and (viii) other benefits to the extent they cannot be waived under
     applicable law.

1.   Provisions providing for forfeitures or the recovery of amounts deemed
     to constitute penalties, or for liquidated damages, acceleration of future
     amounts due (other than principal) without appropriate discount to present
     value, late charges, prepayment charges, and increased interest rates upon
     default.

1.   Time-is-of-the-essence clauses.

1.   Provisions  which provide a time limitation after which a  remedy  may
     not be enforced.

1.   Confession of judgment clauses.

1.   Agreements  to submit to the jurisdiction of any particular  court  or
     other  governmental authority (either as to personal jurisdiction  and
     subject matter jurisdiction); provisions restricting access to courts;
     waiver  of  service of process requirements which would  otherwise  be
     applicable; and provisions otherwise purporting to affect the jurisdiction
     and venue of courts.

1.   Provisions  that attempt to change or waive rules of evidence  or  fix
     the  method or quantum of proof to be applied in litigation or similar
     proceedings.

1.   Provisions appointing one party as an attorney-in-fact for an  adverse
     party or providing that the decision of any particular person will  be
     conclusive or binding on others.

1.   Provisions  purporting to limit rights of third parties who  have  not
     consented thereto or purporting to grant rights to third parties.

1.   Provisions which purport to award attorneys' fees solely to one party.

1.   Arbitration agreements.

1.   Provisions purporting to create a trust or constructive trust  without
     compliance with applicable trust law.

1.   Provisions  relating to (i) insurance coverage requirements  and  (ii)
     the application of insurance proceeds and condemnation awards.

1.   Provisions that provide for the appointment of a receiver.

1.   Provisions  or agreements regarding proxies, shareholders  agreements,
     shareholder voting rights, voting trusts, and the like.

1.   Confidentiality agreements.

1.   Provisions in any of the Transaction Agreements requiring the  Company
     to perform its obligations under, or to cause any other Person to perform
     its obligations under, or stating that any action will be taken as provided
     in or in accordance with, any agreement or other document that is not a
     Transaction Agreement.






                                Schedule E

                                Agreements

                                 [TO COME]

                                                                EXHIBIT E-2

                 OPINION OF GENERAL COUNSEL OF THE COMPANY


December __, 1999

To each of the Banks parties to the "Credit
     Agreement" (as defined below) and to Bank
     of America, N.A., as Administrative Agent


IMC Global Inc.

Ladies and Gentlemen:

      This opinion is furnished to you pursuant to Section 3.01(b) of  that
certain  Amended  and  Restated Five Year Credit  Agreement,  dated  as  of
December  8, 1999 (the "Credit Agreement"), among the Company, as borrower,
various financial institutions and Bank of America, N.A., as Administrative
Agent,  and the transactions contemplated thereby.  Capitalized terms  used
herein  and  not  otherwise  defined are used  as  defined  in  the  Credit
Agreements.

      I  am  the  General  Counsel of the Company and have  acted  in  such
capacity in connection with the preparation, execution and delivery of  the
Credit Agreement and each of the Notes dated the date hereof.

     In that connection, I have examined:

          (a)   counterparts of the Credit Agreement and each of the  Notes
          dated  the  date  hereof, in each case executed by  each  of  the
          parties thereto; and

          (b)   the  certificate of incorporation and bylaws of the Company
          as amended through the date hereof.

      I  have  also  examined  the originals, or  copies  certified  to  my
satisfaction,  of  all  of  the  indentures,  loan  or  credit  agreements,
guarantees, mortgages, security agreements, bonds, notes and other material
agreements  or  instruments  (the "Relevant Contracts"),  and  all  of  the
orders,  writs, judgments, injunctions, decrees, determinations and  awards
of  which  I  am aware, after diligent inquiry, that affect or  purport  to
affect the obligations of the Company under the Credit Agreement or any  of
the  Notes  dated  the date hereof, or the right of the Company  to  borrow
money,  to  guaranty the obligations of other Borrowers from time  to  time
parties   to  the  Credit  Agreement  or  to  consummate  the  transactions
contemplated by the Credit Agreement.

      In addition, I have examined the originals, or copies certified to my
satisfaction, of such other corporate records of the Company,  certificates
of  public  officials  and  of  officers of the  Company,  and  agreements,
instruments and other documents, as I have deemed necessary as a basis  for
the opinions expressed below.

      In  my examination of the documents referred to above, I have assumed
(i)  the due execution and delivery, pursuant to due authorization, of each
of  the  documents referred to above by all parties thereto other than  the
Company,  (ii) the authenticity of all such documents submitted  to  me  as
originals  and  (iii)  the conformity to originals of  all  such  documents
submitted to me as copies.

     I am qualified to practice law in the State of Illinois.  This opinion
is  limited  to the laws of the State of Illinois, the General  Corporation
Law of the State of Delaware and the Federal laws of the United States.

      Based upon the foregoing and upon such investigation as I have deemed
necessary, I am of the following opinion as of the date hereof:

      1.    The  Company  (a)  is a corporation duly incorporated,  validly
existing and in good standing under the laws of the State of Delaware,  (b)
has all requisite corporate power and authority to own or lease and operate
its  properties and to carry on its business as now conducted, and  (c)  is
duly  qualified to do business and is in good standing in every state where
it  owns  or leases real property, or in which the conduct of its  business
requires  it to so qualify or be licensed, except where the failure  to  so
qualify  or be licensed could not be reasonably expected to have a Material
Adverse Effect.

      2.    The execution, delivery and performance by the Company  of  the
Credit  Agreement  and  each of the Notes dated the date  hereof,  and  the
consummation of the transactions contemplated by the Credit Agreement,  are
within  the  Company's corporate powers, have been duly authorized  by  all
necessary corporate action, and do not (a) contravene the Company's charter
or  by-laws  or (b) violate any law, rule, or regulation of  the  State  of
Illinois or Federal law of the United States, or any order, writ, judgment,
injunction, decree, determination or award binding on or affecting  or  any
of  its  properties  or (c) conflict with or result in the  breach  of,  or
constitute a default under, any Relevant Contracts binding on or  affecting
the  Company  or  any of its properties or (d) result  in  or  require  the
creation  or  imposition of any Lien upon or with respect  to  any  of  the
properties of the Company or any of its Subsidiaries.

      3.   No authorization, approval, or other action by, and no notice to
or  filing with, any governmental authority or regulatory body or any third
party  is required for the due execution, delivery and performance  by  the
Company  of  the  Credit Agreement and each of the  Notes  dated  the  date
hereof, or for the consummation of the transactions contemplated thereby.

      4.   The Credit Agreement and each of the Notes dated the date hereof
have been duly executed and delivered by the Company.

     5.   To the best of my knowledge, except as disclosed in the Company's
annual  report  on for the year ended December 31, 1998, each  registration
statement  (other  than  a  registration statement  on  Form  S-8  (or  its
equivalent))  and  each  report  on Form  10-K,  10-Q  and  8-K  (or  their
equivalents)  which the Company has filed with the Securities and  Exchange
Commission since such date, there is no action, suit or proceeding  pending
against  or  affecting, the Company or any of its Subsidiaries  before  any
court,  governmental agency or arbitrator that (a) purports to  affect  the
legality,  validity  binding  effect  or  enforceability  of   the   Credit
Agreement  or  the Notes dated the date hereof or the consummation  of  the
transactions  contemplated by the Credit Agreement or (b) could  reasonably
be expected to have a Material Adverse Effect any Note.

      6.    The provisions of the Credit Agreement (without regard for  any
provision  thereof  limiting  the payment of interest  or  any  other  sums
thereunder to the highest rate permitted by applicable law) and  the  Notes
dated  the  date hereof do not violate any applicable law of the  State  of
Illinois relating to usury.

      7.    Neither  the Company nor any Subsidiary of the  Company  is  an
"investment company" as such term is defined in the Investment Company  Act
of 1940, as amended.

      The  opinions expressed herein are being delivered to you as  of  the
date  hereof  and  are  solely  for your benefit  in  connection  with  the
transactions contemplated in the Credit Agreement and may not be relied  on
in  any  manner  or  for any purpose by any other Person,  nor  any  copies
published, communicated or otherwise made available in whole or in part  to
any other Person or entity without my express prior written consent, except
that  you may furnish copies thereof to any party that becomes a Bank after
the  date  hereof pursuant to the Credit Agreement.  I do not  express  any
opinion,  either  implicitly  or otherwise,  on  any  issue  not  expressly
addressed  in this opinion.  The opinions expressed above are based  solely
on  facts, laws and regulations in effect on the date hereof, and I  assume
no obligation to revise or supplement this opinion should such facts change
or  should such laws or regulations be changed by legislative or regulatory
action,  judicial decision or otherwise, notwithstanding that such  changes
may affect the legal analysis or conclusions contained herein.

                         Very truly yours,


                         Mary Ann Hynes


                                                                  EXHIBIT F


                                OPINION OF
                   MAYER, BROWN & PLATT, SPECIAL COUNSEL
                       FOR THE ADMINISTRATIVE AGENT



December __, 1999

To the Banks and the
  Administrative Agent
  Referred to Below
c/o Bank of America, N.A.,
as Administrative Agent
231 South LaSalle Street
Chicago, Illinois 60697

Dear Sirs:

     We  have  participated in the preparation of the Amended and  Restated
Five Year Credit Agreement (the "Credit Agreement") dated as of December 8,
1999 among IMC Global Inc., a Delaware corporation (the "Company"), various
financial  institutions and Bank of America, N.A., as Administrative  Agent
(the  "Administrative Agent"), and have acted as special  counsel  for  the
Administrative Agent for the purpose of rendering this opinion pursuant  to
Section  3.01(c)  of  the Credit Agreement.  Terms defined  in  the  Credit
Agreement are used herein as therein defined.

     In  connection  herewith, we have examined (i) the  Credit  Agreement,
including original or facsimile copies of signature pages thereto  executed
by  the  Company, each of the Banks and the Administrative Agent; and  (ii)
the  Notes issued by the Company on the date hereof pursuant to the  Credit
Agreement  (the  "Notes"  and,  together with  the  Credit  Agreement,  the
"Documents").   In  connection  with such  examination,  we  have  assumed,
without any independent investigation, that:

(a)    all signatures of the parties on all items submitted to us are
                         genuine;

(b)    all natural persons, including persons acting on behalf of a
business entity, are legally competent;
(c)    all items submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original
documents;
(d)    each of the parties has full power and authority to execute, deliver
and perform its obligations under the Documents to which it is a party, and
all such Documents have been duly authorized by all necessary corporate or
other action on the part of such parties and others and have been duly
executed and delivered by such parties;
(e)    as to all parties (other than the Company), the Credit Agreement
constitutes the legal, valid and binding obligation of such parties,
enforceable against each such party in accordance with its terms;
(f)    the Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware;
(g)    the execution, delivery and performance of each of the Documents (i)
are within the Company's corporate powers, (ii) have been duly authorized
by all necessary corporate action on the party of the Company (including
all necessary stockholder approval), (iii) do not contravene or conflict
with (A) the charter or by-laws or any other organizational document of the
Company, (B) any law, rule or regulation of the State of Illinois or of the
Federal law of the United States,  or (C) any writ, order, judgment, award,
determination or decree to which the Company is subject or to which any of
its property is bound and (iv) do not require any action, consent,
approval, authorization, declaration or filing by or with any governmental
or regulatory authority or any other third party; and
(h)    there are no agreements between any of the parties that would alter
the agreements set forth in the Documents.
     Based  upon  the  foregoing,  and subject to  the  qualifications  and
exceptions set forth below, we are of the opinion that, under the  laws  of
the State of Illinois:

1.   The Credit Agreement is the legal, valid and binding obligation of the
          Company, enforceable against the Company in accordance with its terms.

2.   Each Note is the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
     Our opinions are subject to the following qualifications:

(a)          Our opinions are subject to the effect of any applicable
bankruptcy, insolvency, reorganization, receivership,  fraudulent
conveyance, equitable subordination, moratorium or similar law affecting
creditors' rights generally and to the effect of general principles of
equity (regardless of whether considered in a proceeding in equity or at
law),  including,  without limitation, concepts  of  materiality,
reasonableness, good faith and fair dealing and limitations on the
availability of specific performance, injunctive relief or other equitable
remedies.
(b)       We express no opinion as to obligations relating to
indemnification, contribution or exculpation of costs, expenses or
liabilities which contravene public policy.
(c)            We express no opinion as to the enforceability, under
certain circumstances, of provisions imposing penalties or forfeitures,
late payment charges or an increase in interest rate upon delinquency in
payment or the occurrence of a default.
(d)            We express no opinion as to any provision of any Document
that purports to establish an evidentiary standard for determinations by
the Banks or the Administrative Agent.
(e)            We express no opinion as to Section 11.04 of the Credit
Agreement insofar as it authorizes any Person to exercise any right of
offset.
(f)       We express no opinion as to any provision of the Credit Agreement
purporting to convey rights to Persons other than parties to the Credit
Agreement.
(g)       We express no opinion as to any waiver of (i) the right to a jury
trial or  (ii) any objection to venue.
(h)       We express no opinion as to the effect of the law of any
jurisdiction other than the State of Illinois wherein enforcement of any
Document may be sought (including, without limitation, whether any court
outside the State of Illinois would honor the choice of Illinois law as the
governing law of the Credit Agreement and the Notes).
     The  opinions expressed herein shall be effective only as of the  date
of  this opinion letter.  We do not assume responsibility for updating this
opinion  letter  as  of  any date subsequent to the date  of  this  opinion
letter,  and  we assume no responsibility for advising you of  any  changes
with respect to any matters described in this opinion letter that may occur
subsequent  to  the  date  of this opinion letter  or  from  the  discovery
subsequent to the date of this opinion letter of information not previously
known  to  us  pertaining to events occurring prior to  the  date  of  this
opinion letter.

           This  opinion letter is solely for the benefit of the addressees
hereof (and their respective successors and assigns) in connection with the
transactions contemplated by the Credit Agreement, and this opinion  letter
may not be relied upon by any other Person or for any other purpose.

                         Very truly yours,



                         MAYER, BROWN & PLATT



RCB:AGS






                                                                  EXHIBIT G


                    ASSIGNMENT AND ASSUMPTION AGREEMENT

       AGREEMENT  dated  as  of  _________,  ____  among  [ASSIGNOR]   (the
"Assignor"), [ASSIGNEE] (the "Assignee"), IMC GLOBAL INC. (the  "Company"),
various financial institutions and BANK OF AMERICA, N.A., as Administrative
Agent (the "Administrative Agent").

                            W I T N E S S E T H

      WHEREAS,  this Assignment and Assumption Agreement (the  "Agreement")
relates to the Amended and Restated Five-Year Credit Agreement dated as  of
December  8,  1999, among the Company, various financial  institutions  and
Bank  of  America, N.A., as Administrative Agent (as amended from  time  to
time, the "Credit Agreement");

      WHEREAS, as provided under the Credit Agreement, the Assignor  has  a
Commitment  to  make  Loans to the Borrowers and participate  in  Swingline
Loans  and Letters of Credit in an aggregate principal amount at  any  time
outstanding not to exceed $__________;

      WHEREAS, Syndicated Loans made to the Borrowers by the Assignor under
the  Credit Agreement in the aggregate principal amount of $__________  are
outstanding at the date hereof;

      WHEREAS,  Swingline  Loans  in  the  aggregate  principal  amount  of
$__________ are outstanding at the date hereof;

      WHEREAS, Letters of Credit with a total amount available for  drawing
thereunder of $___________ are outstanding at the date hereof; and

      WHEREAS, the Assignor proposes to assign to the Assignee all  of  the
rights  of the Assignor under the Credit Agreement in respect of a  portion
of  its  Commitment  thereunder  in an amount  equal  to  $__________  (the
"Assigned   Amount"),  together  with  a  corresponding  portion   of   its
outstanding  Syndicated  Loans and Letter of Credit  Liabilities,  and  the
Assignee  proposes  to  accept assignment of such  rights  and  assume  the
corresponding obligations from the Assignor on such terms;

      NOW,  THEREFORE,  in consideration of the foregoing  and  the  mutual
1agreements contained herein, the parties hereto agree as follows:

      Section  1.      Definitions.  All capitalized  terms  not  otherwise
defined  herein shall have the respective meanings set forth in the  Credit
Agreement.

      Section 2.     Assignment.  The Assignor hereby assigns and sells  to
the  Assignee all of the rights of the Assignor under the Credit  Agreement
to  the extent of the Assigned Amount, and the Assignee hereby accepts such
assignment  from  the Assignor and assumes all of the  obligations  of  the
Assignor  under the Credit Agreement to the extent of the Assigned  Amount,
including  the purchase from the Assignor of the corresponding  portion  of
the principal amount of the Syndicated Loans made by, and participations in
Swingline  Loans  and  Letter  of  Credit  Liabilities  of,  the   Assignor
outstanding at the date hereof.  Upon the execution and delivery hereof  by
the Assignor, the Assignee, the Company, the Issuing Bank(s), the Swingline
Bank(s)  and  the  Administrative Agent, and the  payment  of  the  amounts
specified  in  Section 3 required to be paid on the  date  hereof  (i)  the
Assignee  shall,  as  of the date hereof, succeed  to  the  rights  and  be
obligated  to perform the obligations of a Bank under the Credit  Agreement
with a Commitment in an amount equal to the Assigned Amount (in addition to
any  Commitment theretofore held by the Assignee), and (ii) the  Commitment
of  the  Assignor shall, as of the date hereof, be reduced by a like amount
and  the  Assignor released from its obligations under the Credit Agreement
to  the  extent  such obligations have been assumed by the  Assignee.   The
assignment provided for herein shall be without recourse to the Assignor.

     Section 3.     Payments.  As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on
the date hereof in Federal funds the amount heretofore agreed between them.9
It  is  understood  that facility, utilization and Letter  of  Credit  fees
accrued  to the date hereof in respect of the Assigned Amount are  for  the
account of the Assignor and such fees accruing from and including the  date
hereof  are for the account of the Assignee.  Each of the Assignor and  the
Assignee  hereby  agrees that if it receives any amount  under  the  Credit
Agreement  which  is for the account of the other party  hereto,  it  shall
receive the same for the account of such other party to the extent of  such
other  party's  interest therein and shall promptly pay the  same  to  such
other party.

      Section  4.     Consent to Assignment.  This Agreement is conditioned
upon the consent of the Company, the Issuing Bank(s), the Swingline Bank(s)
and  the  Administrative Agent pursuant to Section 11.06(c) of  the  Credit
Agreement.   The  execution of this Agreement by the Company,  the  Issuing
Bank(s), Swingline Bank(s) and the Administrative Agent is evidence of this
consent.   Pursuant  to Section 11.06(c), each Borrower shall  execute  and
deliver  a Note, if required by the Assignee, payable to the order  of  the
Assignee to evidence the assignment and assumption provided for herein.

      Section  5.      Non-reliance on Assignor.   The  Assignor  makes  no
representation  or  warranty  in  connection  with,  and  shall   have   no
responsibility  with  respect  to, the solvency,  financial  condition,  or
statements  of  any  Borrower, or the validity and  enforceability  of  the
obligations of any Borrower in respect of the Credit Agreement or any Note.
The  Assignee acknowledges that it has, independently and without  reliance
on  the  Assignor, and based on such documents and information  as  it  has
deemed appropriate, made its own credit analysis and decision to enter into
this  Agreement  and  will continue to be responsible for  making  its  own
independent  appraisal of the business, affairs and financial condition  of
the Borrowers.

     Section 6.     Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.

      Section  7.      Counterparts.  This Agreement may be signed  in  any
number  of counterparts, each of which shall be an original, with the  same
effect  as  if  the  signatures  thereto and  hereto  were  upon  the  same
instrument.

       Section  8.      Administrative  Questionnaire.   Attached   is   an
Administrative Questionnaire duly completed by the Assignee.

      IN  WITNESS  WHEREOF, the parties have caused this  Agreement  to  be
executed  and delivered by their duly authorized officers as  of  the  date
first above written.

                          [ASSIGNOR]


                          By
                          Title:

                          [ASSIGNEE]


                          By
                          Title:

                         IMC GLOBAL INC.


                         By
                                 Title:


                         BANK  OF AMERICA, N.A., as Issuing Bank, Swingline
                         Bank and Administrative Agent


                         By
                                Title:


                         [ISSUING BANK]



                         By
                                 Title:



                                                                  EXHIBIT H
                      FORM OF ELECTION TO PARTICIPATE
[Date]

Bank of America, N.A.,
as Administrative Agent for the Banks
which are parties to the Amended and
Restated Five-Year Credit Agreement dated
as of December 8, 1999 among IMC Global Inc.,
various financial institutions and Bank of America, N.A.,
as Administrative Agent (the "Credit Agreement").

Dear Sirs:

      Reference is made to the Credit Agreement described above.  Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

      The  undersigned, [name of Eligible Subsidiary], a  [jurisdiction  of
incorporation] corporation, hereby elects to be an Eligible Subsidiary  for
purposes  of the Credit Agreement, effective from the date hereof until  an
Election  to  Terminate  shall  have  been  delivered  on  behalf  of   the
undersigned  in  accordance  with the Credit  Agreement.   The  undersigned
confirms that the representations and warranties set forth in Article 9  of
the  Credit Agreement are true and correct as to the undersigned as of  the
date  hereof,  and  the  undersigned  hereby  agrees  to  perform  all  the
obligations  of  a Borrower under, and to be bound in all respects  by  the
terms of, the Credit Agreement, including without limitation Sections  8.03
and 11.03 thereof, as if the undersigned were a signatory party thereto.

     [Tax disclosure pursuant to Section 9.04]

      This instrument shall be construed in accordance with and governed by
the laws of the State of Illinois.

                              Very truly yours,

                              [NAME OF ELIGIBLE SUBSIDIARY]

                              By
                                   Title:

      The undersigned hereby confirms that [name of Eligible Subsidiary] is
an  Eligible  Subsidiary  for  purposes of the Credit  Agreement  described
above.
                              IMC GLOBAL INC.

                              By
                                   Title:

     Receipt of the above Election to Participate is hereby acknowledged on
and as of the date set forth above.

                              BANK OF AMERICA, N.A.,
                              as Administrative Agent

                              By
                                   Title:



                                                                  EXHIBIT I

                       FORM OF ELECTION TO TERMINATE

[Date]

Bank of America, N.A.,
as Administrative Agent for the Banks
which are parties to the Amended and
Restated Five-Year Credit Agreement dated
as of December 8, 1999 among IMC Global Inc.,
various financial institutions, and Bank of America, N.A.,
as Administrative Agent (the "Credit Agreement").

Dear Sirs:

      Reference is made to the Credit Agreement described above.  Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

      The  undersigned, [name of Eligible Subsidiary], a  [jurisdiction  of
incorporation]  corporation, hereby elects to terminate its  status  as  an
Eligible Subsidiary for purposes of the Credit Agreement, effective  as  of
the  date hereof.  The undersigned hereby represents and warrants that  all
principal  and  interest  on  all Loans to the undersigned  and  all  other
amounts  payable by the undersigned pursuant to the Credit  Agreement  have
been  paid  in  full  on or prior to the date hereof.  Notwithstanding  the
foregoing,  this Election to Terminate shall not affect any  obligation  of
the  undersigned  under the Credit Agreement or under any  Note  heretofore
incurred.

      This instrument shall be construed in accordance with and governed by
the laws of the State of Illinois.

                              Very truly yours,

                              [NAME OF ELIGIBLE SUBSIDIARY]

                              By
                                   Title:

      The  undersigned hereby confirms that the status of [name of Eligible
Subsidiary] as an Eligible Subsidiary for purposes of the Credit  Agreement
described above is terminated as of the date hereof.

                              IMC GLOBAL INC.

                              By
                                   Title:

      Receipt of the above Election to Terminate is hereby acknowledged  on
and as of the date set forth above.

                              BANK OF AMERICA, N.A.,
                              as Administrative Agent

                              By
                                   Title:



                                                                  EXHIBIT J


Matters  to  be  covered  in  the Opinions  of  Counsel  for  the  Eligible
Subsidiaries


     1.   The Borrower is a [legal entity] duly organized, validly existing
and in good standing under the laws of [jurisdiction of organization].
      2.    The  execution and delivery by the Borrower of its Election  to
Participate and its Notes and the performance by the Borrower of the Credit
Agreement  and its Notes are within the Borrower's legal powers, have  been
duly  authorized by all necessary legal action, require no action by or  in
respect  of, or filing with, any governmental body, agency or official  and
do  not  contravene,  or  constitute a  default  under,  any  provision  of
applicable  law or regulation or of the [organizational documents]  of  the
Borrower or of any agreement, judgment, injunction, order, decree or  other
instrument  known to such counsel to be binding upon the  Borrower  or  the
Company  or any of its Subsidiaries or result in the creation or imposition
of any Lien on any asset of the Company or any of its Subsidiaries pursuant
to any of the foregoing.
     3.   The Borrower's Election to Participate has been duly executed and
delivered  and  the  Credit  Agreement  constitutes  a  valid  and  binding
agreement of the Borrower and each of its Notes has been duly executed  and
delivered  and constitutes a valid and binding obligation of the  Borrower,
in  each  case enforceable in accordance with its terms except as the  same
may  be  limited by bankruptcy, insolvency and other similar laws affecting
creditors' rights generally and by general principles of equity.
      [4.   Except  as disclosed in the Borrower's Election to Participate,
there are no Taxes or Other Taxes of [jurisdiction of organization and,  if
different, principal place of business], or any taxing authority thereof or
therein,  which  is  imposed on any payment to  be  made  by  the  Borrower
pursuant  to the Credit Agreement or its Notes, or imposed on or by  virtue
of  the  execution, delivery or enforcement of its Election to Participate,
the Credit Agreement or its Notes.]



                                                                  EXHIBIT K
                        FORM OF NOTICE OF BORROWING
Date ___________

Bank of America, N.A.,
  as Administrative Agent under the
  Credit Agreement referred to below

Ladies and Gentlemen:

      The  undersigned (the "Borrower") refers to the Amended and  Restated
Five-Year Credit Agreement dated as of December 8, 1999 (as the same may be
amended from time to time, the "Credit Agreement"), among IMC Global  Inc.,
various financial institutions and Bank of America, N.A., as Administrative
Agent.   Capitalized  terms used but not defined herein  have  the  meaning
assigned  to  such  terms  in the Credit Agreement.   The  Borrower  hereby
notifies you, pursuant to Section [2.02] [2.03(f)] of the Credit Agreement,
of its election to make the following Borrowing:

     1.   Amount:                       _________________________________

     2.   Type of Borrowing:            _________________________________

     3.   Date of Borrowing:            _________________________________

     4.   Interest Period for
          Fixed Rate Borrowing:         _________________________________

     5.   Lender [for Swingline
          Borrowing only]:              _________________________________

      The  undersigned hereby certifies that the following  statements  are
true  on  the  date hereof, and will be true on the date of the  Borrowing,
before  and  immediately after giving effect thereto and to the application
of the proceeds therefrom:

      (a)   immediately after such Borrowing, (i) the sum of the  aggregate
outstanding  principal  amount of the Loans and  the  aggregate  amount  of
Letters of Credit Liabilities will not exceed the aggregate amount  of  the
Commitments,  (ii) the aggregate outstanding principal amount of  Swingline
Loans  will not exceed $25,000,000 and (iii) the aggregate amount of Letter
of Credit Liabilities will not exceed $100,000,000;

     (b)  no Default shall have occurred and be continuing; and

     (c)  the representations and warranties (other than the representation
and  warranty set forth in Section 4.04(b) in the case of a Borrowing which
does  not  result  in  an increase in the sum of the aggregate  outstanding
principal  amount  of  the  Loans  and  the  aggregate  Letter  of   Credit
Liabilities)  of  the Borrower contained in the Credit Agreement  shall  be
true on and as of the date of such Borrowing.

                         [NAME OF BORROWER]

                         By
                             Name:
                             Title:



                                                                  EXHIBIT L

                 FORM OF NOTICE OF INTEREST RATE ELECTION

Date

Bank of America, N.A.,
  as Administrative Agent under the
  Credit Agreement referred to below

Ladies and Gentlemen:

      The  undersigned (the "Borrower") refers to the Amended and  Restated
Five-Year Credit Agreement dated as of December 8, 1999 (as the same may be
amended from time to time, the "Credit Agreement"), among IMC Global  Inc.,
various financial institutions and Bank of America, N.A., as Administrative
Agent.   Capitalized  terms used but not defined herein  have  the  meaning
assigned  to  such  terms  in the Credit Agreement.   The  Borrower  hereby
notifies you, pursuant to Section 2.10(a) of the Credit Agreement,  of  the
following interest rate election:

     1.   Group of Loans (or portion
          thereof) to which election
          applies

     2.   Effective date of election

     3.   New type of Loans [if
          Loans are to be converted]

     4.   Duration of next succeeding
          Interest Period [if Loans are
          converted to Euro-Dollar Loans]

     5.   Additional Interest Period [if
          Loans are continued as Euro-Dollar
          Loans]


[NAME OF BORROWER]



By___________________________
  Name:
  Title: