EXHIBIT 4

                             $550,000,000

                 SECOND AMENDED AND RESTATED FIVE-YEAR
                           CREDIT AGREEMENT


                              dated as of

                          September 29, 2000


                                 among


                           IMC GLOBAL INC.,


                    Various Financial Institutions,


                         ROYAL BANK OF CANADA,
                        as Documentation Agent,

                       THE CHASE MANHATTAN BANK,
                         as Syndication Agent,

                             BANK ONE, NA,
                       as Co-Syndication Agent,

                        SUNTRUST BANK, ATLANTA,
                       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 1DEFINITIONS


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

                         ARTICLE 2THE CREDITS

     SECTION 2.01.  Commitments to Lend                        14
     SECTION 2.02.  Notice of Committed Borrowings             15
     SECTION 2.03.  Bid Rate Borrowings                        15
     SECTION 2.04.  Notice to Banks; Funding of Loans          19
     SECTION 2.05.  Registry; Notes                            20
     SECTION 2.06.  Maturity of Loans                          20
     SECTION 2.07 . Interest Rates                             20
     SECTION 2.08.  Fees                                       22
     SECTION 2.09.  Optional Termination or Reduction of
                    Commitments                                23
     SECTION 2.10.  Method of Electing Interest Rates          23
     SECTION 2.11.  Scheduled Termination of Commitments       24
     SECTION 2.12.  Optional Prepayments                       24
     SECTION 2.13.  General Provisions as to Payments          25
     SECTION 2.14.  Funding Losses                             26
     SECTION 2.15.  Computation of Interest and Fees           26
     SECTION 2.16.  Letters of Credit                          26
     SECTION 2.17.  Regulation D Compensation                  29
     SECTION 2.18.  Takeout of Swingline Loans                 30
     SECTION 2.19.  Foreign Costs                              31

                          ARTICLE 3CONDITIONS

     SECTION 3.01.  Effectiveness                              31
     SECTION 3.02.  Borrowings and Issuance of Letters of
                    Credits                                    32
     SECTION 3.03.  First Borrowing by or Issuance of Letter of
                    Credit for Each Eligible Subsidiary        33

                ARTICLE 4REPRESENTATIONS AND WARRANTIES

     SECTION 4.01.  Corporate Existence and Power              34
     SECTION 4.02.  Corporate and Governmental Authorization; No
                    Contravention                              34
     SECTION 4.03.  Binding Effect                             34
     SECTION 4.04.  Financial Information                      34
     SECTION 4.05.  Litigation                                 35
     SECTION 4.06.  Compliance with Laws                       35
     SECTION 4.07.  Environmental Matters                      36
     SECTION 4.08.  Taxes                                      36
     SECTION 4.09.  Subsidiaries                               36
     SECTION 4.10.  Regulatory Restrictions on Borrowing       36
     SECTION 4.11.  Full Disclosure                            36

                          ARTICLE 5COVENANTS

     SECTION 5.01.  Information                                37
     SECTION 5.02.  Payment of Obligations                     39
     SECTION 5.03.  Maintenance of Property; Insurance         39
     SECTION 5.04.  Conduct of Business and Maintenance of
                    Existence                                  39
     SECTION 5.05.  Compliance with Laws                       40
     SECTION 5.06.  Inspection of Property, Books and Records  40
     SECTION 5.07.  Mergers and Sales of Assets                40
     SECTION 5.08.  Use of Proceeds                            41
     SECTION 5.09.  Negative Pledge                            41
     SECTION 5.10.  Debt of Subsidiaries                       42
     SECTION 5.11.  Transactions with Affiliates               42
     SECTION 5.12.  Leverage Ratio                             43

                           ARTICLE 6DEFAULTS

     SECTION 6.01.  Events of Default                          44
     SECTION 6.02.  Notice of Default                          46
     SECTION 6.03.  Cash Cover                                 46

                   ARTICLE 7THE ADMINISTRATIVE AGENT

     SECTION 7.01.  Appointment and Authorization              47
     SECTION 7.02.  Administrative Agent and Affiliates        47
     SECTION 7.03.  Action by Administrative Agent             47
     SECTION 7.04.  Consultation with Experts                  47
     SECTION 7.05.  Liability of Administrative Agent          47
     SECTION 7.06.  Indemnification                            48
     SECTION 7.07.  Credit Decision                            48
     SECTION 7.08.  Successor Administrative Agent             48
     SECTION 7.09.  Agents' Fees                               48
     SECTION 7.10.  Other Agents                               49

                   ARTICLE 8CHANGE IN CIRCUMSTANCES

     SECTION 8.01.  Basis for Determining Interest Rate Inadequate
                    or Unfair                                  49
     SECTION 8.02.  Illegality                                 49
     SECTION 8.03.  Increased Cost and Reduced Return          50
     SECTION 8.04.  Taxes                                      51
     SECTION 8.05.  Base Rate Loans Substituted for Affected Fixed
                    Rate Loans                                 53
     SECTION 8.06.  Substitution of Bank                       54

   ARTICLE 9REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

     SECTION 9.01.  Corporate Existence and Power              55
     SECTION 9.02.  Corporate and Governmental Authorization;
                    Contravention                              55
     SECTION 9.03.  Binding Effect                             55
     SECTION 9.04.  Taxes                                      55

                          ARTICLE 10GUARANTY

     SECTION 10.01.  The Guaranty                              55
     SECTION 10.02.  Guaranty Unconditional                    56
     SECTION 10.03.  Discharge Only Upon Payment In Full;
                     Reinstatement In Certain Circumstances    56
     SECTION 10.04.  Waiver by the Company                     57
     SECTION 10.05.  Subrogation                               57
     SECTION 10.06.  Stay of Acceleration                      57

                        ARTICLE 11MISCELLANEOUS

     SECTION 11.01.  Notices                                   57
     SECTION 11.02.  No Waivers                                58
     SECTION 11.03.  Expenses; Indemnification                 58
     SECTION 11.04.  Sharing of Set-offs                       58
     SECTION 11.05.  Amendments and Waivers                    59
     SECTION 11.06.  Successors and Assigns                    59
     SECTION 11.07.  Collateral                                61
     SECTION 11.08.  Confidentiality                           61
     SECTION 11.09.  Governing Law; Submission to Jurisdiction 61
     SECTION 11.10.  Counterparts; Integration                 62
     SECTION 11.11.  Waiver of Jury Trial                      62
     SECTION 11.12.  Effect of Amendment and Restatement       62



PRICING SCHEDULE
SCHEDULE I     Banks and Commitments
SCHEDULE II    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


             SECOND AMENDED AND RESTATED FIVE-YEAR
                        CREDIT AGREEMENT

     SECOND AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT dated as of
September  29,  2000  among  IMC GLOBAL INC.,  a  Delaware  corporation
(together  with  its  successors,  the  "Company"),  various  financial
institutions, ROYAL BANK OF CANADA, as Documentation Agent,  THE  CHASE
MANHATTAN  BANK, as Syndication Agent, BANK ONE, NA, as  Co-Syndication
Agent,  SUNTRUST BANK, ATLANTA, 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 Bank of America, N.A.,  as  administrative
agent,  are  parties  to  an  Amended  and  Restated  Five-Year  Credit
Agreement  dated as of December 8, 1999 (as amended prior to  the  date
hereof, the "Existing Credit Agreement"); and

     WHEREAS,  the signatories hereto have agreed to amend and  restate
the  Existing Credit Agreement in its entirety pursuant hereto and,  at
the Company's request, to reduce the commitments thereunder;

     NOW, THEREFORE, the parties hereto agree as follows:

                          DEFINITIONS

Definitions.   The following terms, as used herein, have the  following
meanings:

     "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.

     "Administrative Agent" means Bank of America, N.A. in its capacity
as  administrative agent for the Banks hereunder, and its successors in
such capacity.

     "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.

     "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.

     "Agent"   means   any  one  of  the  Administrative   Agent,   the
Documentation  Agent, the the Syndication Agent or  the  Co-Syndication
Agents, and "Agents" means any two or more of the foregoing.

     "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.

     "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.

     "Assignee" has the meaning set forth in Section 11.06(c).

     "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.

     "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.

     "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.

     "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.

     "Bid Rate (General)" has the meaning set forth in Section 2.03(d).

     "Bid  Rate  (General) Auction" means a solicitation  of  Bid  Rate
Quotes setting forth Bid Rates (General) pursuant to Section 2.03.

     "Bid  Rate  (General) Loan" means a loan made or to be made  by  a
Bank pursuant to a Bid Rate (General) Auction.

     "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.

     "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)).

     "Bid  Rate (Indexed) Margin" has the meaning set forth in  Section
2.03(d).

     "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.

     "Bid  Rate  Loan" means a Bid Rate (Indexed) Loan or  a  Bid  Rate
(General) Loan.

     "Bid  Rate Quote" means an offer by a Bank to make a Bid Rate Loan
in accordance with Section 2.03.

     "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.

     "Borrowing" has the meaning set forth in Section 1.03.

     "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  Schedule  I,  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).

     "Committed Loan" means a Syndicated Loan or a Swingline Loan.

     "Company" has the meaning set forth in the introductory paragraph.
     "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).

     "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.

     "Co-Syndication  Agent" means each of Bank One,  NA  and  SunTrust
Bank,  Atlanta in their capacity as co-syndication agents for the Banks
hereunder, and their respective successors in such capacity.

     "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.

     "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.

     "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.

     "Documentation Agent" means Royal Bank of Canada in  its  capacity
as documentation agent in respect of this Agreement.

     "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.

     "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.

     "Effective  Date" means the date this Agreement becomes  effective
in accordance with Section 3.01.

     "Election   to  Participate"  means  an  Election  to  Participate
substantially in the form of Exhibit H hereto.

     "Election   to   Terminate"  means  an   Election   to   Terminate
substantially in the form of Exhibit I hereto.

     "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.

     "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.

     "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, or any successor statute.

     "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.

     "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.

     "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.

     "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.

     "Euro-Dollar  Margin"  means  a  rate  per  annum  determined   in
accordance with the Pricing Schedule.

     "Euro-Dollar Rate" means a rate of interest determined pursuant to
Section 2.07(b) on the basis of a London Interbank Offered Rate.

     "Euro-Dollar  Reference Banks" means the principal London  offices
of  Royal Bank of Canada, The Chase Manhattan Bank and Bank of America,
N.A.

     "Euro-Dollar  Reserve  Percentage" has the meaning  set  forth  in
Section 2.17.

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

     "Existing  Credit  Agreement" has the meaning  set  forth  in  the
recitals.

     "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.

     "Existing   Letters  of  Credit"  means  the  letters  of   credit
identified in Schedule II.

     "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.

     "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.

     "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.

     "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.

     "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.

     "Harris  Chemical  Group"  means Harris Chemical  Group,  Inc.,  a
Delaware corporation.

     "IMC Inorganic Chemicals Inc." means IMC Inorganic Chemicals Inc.,
a Delaware corporation, formerly known as Harris Chemical Group, Inc.

     "Indemnitee" has the meaning set forth in Section 11.03(b).

     "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:

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

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.

     "Phosphates"  means  IMC Phosphates Company,  a  Delaware  general
partnership, and its successors.

     "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.

     "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
Phosphates   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.

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.

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).

                          THE CREDITS

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)).

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:

          (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.

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.

     (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:

          (i)   the  proposed  date  of Borrowing,  which  shall  be  a
Euro-Dollar Business Day,
          (ii)  the aggregate amount of such Borrowing, which shall  be
$10,000,000 or a larger multiple of $1,000,000,

          (iii)      the  duration  of the Interest  Period  applicable
thereto,  subject  to  the  provisions of the  definition  of  Interest
Period, and

          (iv) whether the Bid Rate Quotes requested are to set forth a
Bid Rate (Indexed) Margin or a Bid Rate (General).

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.

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.

     (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.

     (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.

     (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.

     SECTION 0.1.  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.

     (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.

     (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.

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.

     (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.

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.

     (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.

     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.

     (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.

     (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.

     (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.

     (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.

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 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.

     (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.

     (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.

     (d)   Upfront  Fee.   The Company shall pay to the  Administrative
Agent  on the Effective Date for the account of each Bank which, on  or
before  5:00  p.m. (Chicago time) on September 29, 2000,  executes  and
delivers  to  the  Administrative Agent (by facsimile or  otherwise)  a
counterpart hereof, such fee to be in an amount equal to 0.10% of  such
Bank's Commitment.  Such fee shall be fully earned when paid and  shall
be nonrefundable for any reason whatsoever.

     (e)   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).

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.

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:

          (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

          (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.

     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.

     (b)  Each Notice of Interest Rate Election shall specify:
          (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.

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.

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.

     (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.

     (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.

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.

     (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.

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.

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).

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.

     (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.

     (c)  No Letter of Credit shall have a term extending or extendible
beyond the fifth Domestic Business Day preceding the Termination Date.

     (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.

     (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.

     (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:

          (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);

          (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;

          (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;

          (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

          (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.

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.

     "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).

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.

     (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.

     (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.

     (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.

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.

     (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.

                           CONDITIONS

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):

receipt  by  the  Administrative Agent of  evidence  that  counterparts
hereof  have  been signed by each Borrower 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);

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;

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;

receipt  by  the Administrative Agent of the fees described in  Section
2.08(d); and

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 October 6, 2000; 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.

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:

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;

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;

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

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).

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:

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

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.

                 REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that:

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.

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.

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.

Financial  Information.   (a) The consolidated  balance  sheet  of  the
Company  and its Consolidated Subsidiaries as of December 31, 1999  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, 1999 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.

     (b)  The financial statements presented in the Company's Form 10-Q
for  the  period ended June 30, 2000, 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).

     (c)   Since  June  30,  2000, 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.

Litigation.  Except as disclosed in the Company's annual report on Form
10-K  for the year ended December 31, 1999, 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.

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.

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.

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.

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.

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.

Full  Disclosure.  Neither the Company's Form 10-K for the  year  ended
December 31, 1999, 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.

                           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:

Information.  The Company will deliver to each of the Banks:

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;

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;

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;

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;

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;

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

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;

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

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.

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.

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.

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.

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.

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.

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.

     (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.

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.

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:

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;

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;

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;

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;

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;

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;

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;

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

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).

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 UKLira 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.

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  Phosphates,  (iii)  employee  leasing   services
agreements  between  IMC Global Operations Inc.  and  Phosphates,  (iv)
transactions between Phosphates and the IMC Potash 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.

Leverage Ratio.  The Leverage Ratio will not exceed 4.25 to 1.0  as  of
the last day of any fiscal quarter ending on or prior to June 30, 2001;
4.00  to 1.0 as of the last day of the fiscal quarters ending September
30,  2001 and December 31, 2001; or 3.75 to 1.0 as of the last  day  of
any fiscal quarter ending thereafter.  For this purpose:

     "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.

     "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  $184,000,000 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.

     "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.

Interest  Coverage Ratio.  The Interest Coverage Ratio will not  exceed
3.00  to  1.0  as  of  the last day of any fiscal  quarter.   For  this
purpose:

     "Consolidated EBITDA" shall have the meaning set forth in  Section
5.12.

     "Consolidated Interest Expense" means at any date the sum, without
duplication,  of  cash  interest  expense  of  the  Company   and   its
Consolidated  Subsidiaries,  whether paid  or  accrued  (including  all
imputed  interest  on leases which are capitalized in  accordance  with
generally accepted accounting principles), determined on a consolidated
basis as of such date.

     "Interest Coverage Ratio" means, as of the last day of any  fiscal
quarter,  the  ratio  of  Consolidated EBITDA to Consolidated  Interest
Expense,  each  calculated for the period of  four  consecutive  fiscal
quarters ending on such day.

                            DEFAULTS

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)   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.

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.

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.

                    THE ADMINISTRATIVE AGENT

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.

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.

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.

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.

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.

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.

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.

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.

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.

Other  Agents.   Nothing  in  this  Agreement  shall  impose  upon  the
Documentation  Agent,  the  Syndication  Agent  or  the  Co-Syndication
Agents, in such capacity, any duties or obligations whatsoever.

                    CHANGE IN CIRCUMSTANCES

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:

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

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.

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.

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).

     (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).

     (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.

Taxes.  (a) For purposes of this Section 8.04, the following terms have
the following meanings:

     "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.

     "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.

     "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.

     (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.

     (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.
     (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.

     (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).

     (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.

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:

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

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.

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.

    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:

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.

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.

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.

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.

                            GUARANTY

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.

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:

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;

any modification or amendment of or supplement to this Agreement or any
Note;

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;

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;

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;

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

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.

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.

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.

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.

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.

                         MISCELLANEOUS

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.

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.

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.

     (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.

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.

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.

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.

     (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).

     (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.

     (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.

     (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.

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.

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.

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.

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.

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.

Effect  of  Amendment  and  Restatement.   This  agreement  amends  and
restates  the  Existing  Credit Agreement in its  entirety.   Upon  the
effectiveness hereof, 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).

     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:

                              100 South Saunders Rd.
                              Suite 300
                              Lake Forest, Illinois 60045
                              Attention: E. Paul Dunn, Jr.
                              Assistant Vice President and Treasurer
                              Telecopy number: (847) 739-1605



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

                              By:
                              Title: Principal

                              231 South LaSalle Street
                              Chicago, Illinois 60697
                              Attention: William Sweeney
                              Telecopy number: (312) 987-1276


                              THE CHASE MANHATTAN BANK,
                              Individually and as Syndication
                              Agent


                              By:
                              Title:

                              ROYAL BANK OF CANADA,
                              Individually and as Documentation
                              Agent


                              By:
                              Title:


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


                              By:
                              Title:

                              SUNTRUST BANK, ATLANTA,
                              Individually and as Co-Syndication Agent


                              By:
                              Title:


                              By:
                              Title:


                              MORGAN GUARANTY TRUST
                              COMPANY OF NEW YORK


                              By:
                              Title:


                              CREDIT AGRICOLE INDOSUEZ


                              By:
                              Title:



                              THE NORTHERN TRUST COMPANY


                              By:
                              Title:


                              ABN AMRO BANK N.V.


                              By:
                              Title:


                              By:
                              Title:


                              BNP PARIBAS


                              By:
                              Title:


                              THE BANK OF NEW YORK


                              By:
                              Title:


                              THE   BANK   OF  TOKYO-MITSUBISHI,   LTD.
                              CHICAGO BRANCH


                              By:
                              Title:


                              FIRST UNION NATIONAL BANK


                              By:
                              Title:


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


                              By:
                              Title:

                              By:
                              Title:


                              STANDARD CHARTERED BANK


                              By:
                              Title:


                              By:
                              Title:


                              BANK HAPOALIM B.M.


                              By:
                              Title:


                              By:
                              Title:


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


                              By:
                              Title:


                              HSBC BANK USA


                              By:
                              Title:


                              THE  INDUSTRIAL  BANK OF JAPAN,  LIMITED,
                              CHICAGO BRANCH


                              By:
                              Title:


                              HARRIS TRUST AND SAVINGS
                              BANK


                              By:
                              Title:


                        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:


                         LEVEL  LEVEL  LEVEL  LEVEL  LEVEL  LEVEL
                           I     II     III    IV      V     VI

Facility Fee Rate         .07%  .085%   .11%  .15%   .25%   .50%

Euro-Dollar Margin       .155%   .19%  .215% .275%  .425%  .675%

Utilization Fee Rate     .125%   .25%   .25%  .25%  .325%  .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%  .825%
(outstanding principal
amount of Loans equal
to or  greater than 50%
of the aggregate
Commitments)

     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- or higher by S&P or Baa3 by Moody's or higher 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,  (i)  the
Company is rated BB+ by S&P or Ba1 by Moody's and (ii) neither Level  I
Status, Level II Status, Level III Status nor Level IV Status exists.

     "Level  VI 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, Level V Status  or
Level VI 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 VI shall apply.

     If as of the last day of any fiscal quarter the Leverage Ratio (as
defined  in Section 5.12) exceeds 3.75, then beginning on the  date  on
which financial statements are required to be delivered for such fiscal
quarter  (or for the fiscal year ending on the last day of such  fiscal
quarter) pursuant to clause (a) or (b) of Section 5.01, the Euro-Dollar
Margin shown in the table above shall be increased at each level by (i)
0.125%  if such Leverage Ratio exceeds 3.75 to 1.00 and (ii) 0.375%  if
such  Leverage Ratio exceeds 4.00 to 1.00.  Such increase in the  Euro-
Dollar  Margin shall remain in effect until the date on which financial
statements  are  required  to be delivered  for  the  following  fiscal
quarter (or for the fiscal year ending on the last day of the following
fiscal quarter) pursuant to clause (a) or (b) of Section 5.01, at which
time the Euro-Dollar Margin shall be adjusted to the extent applicable.
If  the  Company fails to deliver financial statements for  any  fiscal
quarter or fiscal year as required by clause (a) or (b) of Section 5.01
(and  thus any applicable adjustment to the Euro-Dollar Margin may  not
be  determined), the Euro-Dollar Margin shall be increased by 0.375% at
each level until such financial statements are delivered.

                                                             SCHEDULE I

                         BANKS AND COMMITMENTS


Bank                                           Commitment

Bank of America, N.A.                         $63,250,000

The Chase Manhattan Bank                      $38,500,000

Royal Bank of Canada                          $38,500,000

Bank One, NA                                  $28,875,000

SunTrust Bank, Atlanta                        $19,250,000

Morgan Guaranty Trust Company of New York     $38,500,000

Credit Agricole Indosuez                      $33,000,000

The Northern Trust Company                    $28,875,000

ABN AMRO Bank N.V.                            $24,750,000

BNP Paribas                                   $24,750,000

The Bank of New York                          $24,750,000

The Bank of Tokyo-Mitsubishi, Ltd. Chicago    $19,250,000
Branch

First Union National Bank                     $19,250,000

Cooperatieve Centrale Raiffeisen-             $19,250,000
Boerenleenbank B.A., "Rabobank
International", New York Branch

Standard Chartered Bank                       $19,250,000

Bank Hapoalim B.M.                            $19,250,000

The Dai-Ichi Kangyo Bank, Ltd., Chicago       $19,250,000
Branch

HSBC Bank USA                                 $19,250,000

The Industrial Bank of Japan, Limited,        $19,250,000
Chicago Branch

Harris Trust and Savings Bank                 $33,000,000

                                       TOTAL $550,000,000

SCHEDULE II

                      EXISTING LETTERS OF CREDIT

ACCOUNT PARTIES:


ISSUER                    AMOUNT    BENEFICIARY    RENEWAL DATE

IMC Phosphates

Bank of America, N.A.   $2,832,500   National       05/30/00
                                     Union


Bank of America, N.A.   $  570,000   National       05/30/00
                                     Union

Bank of America, N.A.   $2,750,000   Brewster       12/31/99
                                     Phosphate


IMC Global Operations
Inc.

Bank of America, N.A.   $2,683,980   National       12/02/99
                                     Union

Bank of America, N.A.   $  625,000   National       12/02/99
                                     Union

Bank of America, N.A.   $  250,000   State of       12/02/99
                                     Vermont

Bank of America, N.A.   $  500,000   National       12/02/99
                                     Union

Bank of America, N.A.   $1,800,000   Reliance       05/31/00
                                     Nat'l 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 Branch

Cooperatieve Centrale   $2,751,485   Bank of New    02/16/01
Raiffeisen-                          York
boerenleenbank B.A.,
"Rabobank Nederland",
New York Branch

Vigoro Industries,
Inc.

Harris Trust and        $  800,000   National       10/31/00
Savings Bank                         Union First
                                     Ins. Co.

Harris Trust and        $  546,000   St. Paul Fire  02/25/00
Savings Bank                         & Marine Ins.
                                     Co.

Kalium Chemicals Ltd.

Royal Bank of Canada    $   25,000   MI Dept. of    10/1/00
                                     Natural
                                     Resources

Royal Bank of Canada    $    5,000   MI Dept. of    10/1/00
                                     Natural
                                     Resources

Western-AG Minerals
Co.

Carlsbad National Bank  $  500,000   New Mexico     9/3/00
                                     Self Insurers


IMC Kalium Ogden Corp.

NationsBank             $  298,900   Utah Div. of   4/8/00
                                     Oil, Gas &
                                     Mining

IMC Salt Inc.

Bank of America, N.A.   $  150,000   Louisiana      3/24/00
                                     Dept. of
                                     Employ.

Bank of America, N.A.   $  800,000   ACSTAR         3/26/00
                                     Insurance Co.

Bank of America, N.A.   $2,352,274   Reliance       4/30/00
                                     Nat'l
                                     Indemnity Co.

Royal Bank of Canada    $  40,000    O&L Real       7/31/00
                                     Estate Ltd.
                                     Liab. Co.

IMC Chemicals Inc.

Bank of America, N.A.   $2,118,000   AIG/Nat'l      3/23/00
                                     Union, Amer.
                                     Home

Bank of America, N.A.   $  110,000   Kredietbank    4/30/00
                                     NV

Bank of America, N.A.   $  150,750   State of       3/30/00
                                     Colorado Rec.
                                     Brd.

Bank of America, N.A.   $696,620.31  Colorado       8/31/00
                                     Nat'l Bank

Bank of America, N.A.   $492,579.15  White River    3/30/00
                                     Elec. Assoc.

Bank of America, N.A.   $  119,600   ACSTAR         3/26/00
                                     Insurance Co.

Bank of America, N.A.   $  941,338   County of San  3/24/00
                                     Bern.

Bank of America, N.A.   $  300,000   San Diego      4/30/00
                                     Unified

Bank of America, N.A.   $5,860,441   General        7/14/00
                                     Electric Cap.
                                     Corp.

Bank of America, N.A.   $7,511,927   General Foods  7/14/00
                                     Cred.


                                                              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 Second  Amended
and  Restated Five-Year Credit Agreement dated as of September 29, 2000
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    Maturit    Notation
           of Loan    of Loan       of       y Date    Made By
                                 Principal
                                  Repaid





                                                        EXHIBIT B


FORM OF BID RATE QUOTE REQUEST
[Date]


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

From:[Name of Borrower]

Re:  Second Amended and Restated Five-Year Credit Agreement (the
     "Credit Agreement") dated as of September 29, 2000 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 Amount1                  Interest Period2

$

     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 Second Amended and Restated Five-
Year Credit Agreement dated as of September 29, 2000 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: ____________________1

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  Amount2     Period3 [(Indexed)4 Margin]
[(General)5]
$
$

     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
Second Amended and Restated Five-Year Credit Agreement dated as of
September 29, 2000 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


September 29, 2000

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 Second
Amended and Restated Five Year Credit Agreement, dated as of
September 29, 2000 (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;

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

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

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

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

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

     g.   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;

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

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

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

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

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

     g.   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;

     h.   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;

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

     j.   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").

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

3.   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).

4.   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.

5.   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.

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

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

8.   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.

9.   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.

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

11.  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.

12.  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.

13.  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.

14.  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;

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

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

4.   compliance with fiduciary duty requirements;

5.   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;

6.   fraudulent transfer and fraudulent conveyance laws;

7.   federal and state environmental laws and regulations;

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

9.   federal and state tax laws and regulations;

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

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

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

13.  federal and state labor laws and regulations;
14.  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;

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

16.  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

17.  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.

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

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

4.   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.

5.   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.

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

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

8.   Confession of judgment clauses.

9.   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.

10.  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.

11.  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.

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

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

14.  Arbitration agreements.

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

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

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

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

19.  Confidentiality agreements.

20.  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

                         September 29, 2000

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 Second Amended and Restated Five Year Credit Agreement,
dated as of September 29, 2000 (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, or attorneys acting under my supervision
(collectively, the "IMC Attorneys"), 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, or other IMC Attorneys, have also examined the originals, or
copies certified to our satisfaction, of all of the [material]
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 or any other
IMC Attorney is 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 grant Liens, 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 or other IMC Attorneys have examined the originals,
or copies certified to our 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 we have deemed necessary as a basis for the opinions
expressed below.

     In the examination of the documents referred to above, I and the
other IMC Attorneys 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 us as originals and
(iii) the conformity to originals of all such documents submitted to us
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 (the "Applicable Laws and
Orders") 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 under any of the
Applicable Laws and Orders and the Relevant Contracts.

     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, 1999, 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.   The Company is not 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

                                               September 29, 2000

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 Second Amended and
Restated Five Year Credit Agreement (the "Credit Agreement") dated as
of September 29, 2000 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 Second Amended and Restated Five-Year
Credit Agreement dated as of September 29, 2000, 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.1  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 Second Amended and
Restated Five-Year Credit Agreement dated
as of September 29, 2000 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 Second Amended and
Restated Five-Year Credit Agreement dated
as of September 29, 2000 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 Second Amended and
Restated Five-Year Credit Agreement dated as of September 29, 2000 (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 Second Amended and
Restated Five-Year Credit Agreement dated as of September 29, 2000 (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: