EXHIBIT 10.1


                            $1,000,000,000
                                   
                                364-DAY
                           CREDIT AGREEMENT
                                   
                              dated as of
                                   
                             April 1, 1998
                                   
                                 among
                                   
                           IMC Global Inc.,
                                   
                       The Banks Listed Herein,
                                   
                         Royal Bank of Canada,
                        as Documentation Agent,
                                   
            The Chase Manhattan Bank and NationsBank, N.A.,
                       as Co-Syndication Agents,
                                   
                           Bank of Montreal,
                        as Administrative Agent
                                   
                                  and
                                   
              Morgan Guaranty Trust Company of New York,
                       as Senior Managing Agent
                                   
                                   
                                   
                                   
                     J.P. Morgan Securities Inc.,
                               Arranger
                                   
                        Chase Securities Inc.,
                NationsBanc Montgomery Securities LLC,
                       Royal Bank of Canada and
                           Bank of Montreal,
                            as Co-Arrangers
                  TABLE OF CONTENTS


                                                   Page

                         ARTICLE 1 Definitions


Section 1.01.  Definitions                                      1
Section 1.02.  Accounting Terms and Determinations             14
Section 1.03.  Types of Borrowings                             14

                         ARTICLE 2 The Credits


Section 2.01.  Commitments to Lend                             15
Section 2.02.  Notice of Committed Borrowings                  15
Section 2.03.  Bid Rate Borrowings                             16
Section 2.04.  Notice to Banks; Funding of Loans               20
Section 2.05.  Registry; Notes                                 21
Section 2.06.  Maturity of Loans                               21
Section 2.07.  Interest Rates                                  21
Section 2.08.  Facility Fees                                   23
Section 2.09.  Optional Termination or Reduction of Commitments23
Section 2.10.  Method of Electing Interest Rates               23
Section 2.11.  Scheduled Termination of Commitments            25
Section 2.12.  Optional Prepayments                            25
Section 2.13.  General Provisions as to Payments               26
Section 2.14.  Funding Losses                                  26
Section 2.15.  Computation of Interest and Fees                27
Section 2.16.  Regulation D Compensation                       27
Section 2.17.  Foreign Costs                                   28

                         ARTICLE 3 Conditions


Section 3.01.  Effectiveness                                   28
Section 3.02.  Borrowings                                      30
Section 3.03.  First Borrowing by Each Eligible Subsidiary     30

               ARTICLE 4 Representations and Warranties


Section 4.01.  Corporate Existence and Power                   31
Section 4.02.  Corporate and Governmental Authorization; No
     Contravention                                             31
Section 4.03.  Binding Effect                                  31
Section 4.04.  Financial Information                           32
Section 4.05.  Litigation                                      32
Section 4.06.  Compliance with Laws                            32
Section 4.07.  Environmental Matters                           33
Section 4.08.  Taxes                                           33
Section 4.09.  Subsidiaries                                    33
Section 4.10.  Regulatory Restrictions on Borrowing            34
Section 4.11.  Full Disclosure                                 34

                          ARTICLE 5 Covenants


Section 5.01.  Information                                     34
Section 5.02.  Payment of Obligations                          37
Section 5.03.  Maintenance of Property; Insurance              37
Section 5.04.  Conduct of Business and Maintenance of Existence37
Section 5.05.  Compliance with Laws                            38
Section 5.06.  Inspection of Property, Books and Records       38
Section 5.07.  Mergers and Sales of Assets                     38
Section 5.08.  Use of Proceeds                                 39
Section 5.09.  Negative Pledge                                 39
Section 5.10.  Debt of Subsidiaries                            40
Section 5.11.  Transactions with Affiliates                    40
Section 5.12.  Leverage Ratio                                  41

                          ARTICLE 6 Defaults


Section 6.01.  Events of Default                               41
Section 6.02.  Notice of Default                               44

                  ARTICLE 7 The Senior Managing Agent


Section 7.01.  Appointment and Authorization                   44
Section 7.02.  Senior Managing Agent and Affiliates            45
Section 7.03.  Action by Senior Managing Agent                 45
Section 7.04.  Consultation with Experts                       45
Section 7.05.  Liability of Senior Managing Agent              45
Section 7.06.  Indemnification                                 46
Section 7.07.  Credit Decision                                 46
Section 7.08.  Successor Senior Managing Agent                 46
Section 7.09.  Agents' Fees                                    47
Section 7.10.  Other Agents                                    47

                   ARTICLE 8 Change in Circumstances


Section 8.01.  Basis for Determining Interest Rate Inadequate or
     Unfair                                                    47
Section 8.02.  Illegality                                      48
Section 8.03.  Increased Cost and Reduced Return               48
Section 8.04.  Taxes                                           50
Section 8.05.  Base Rate Loans Substituted for Affected Fixed Rate
     Loans                                                     52
Section 8.06.  Substitution of Bank                            53

   ARTICLE 9 Representations and Warranties of Eligible Subsidiaries


Section 9.01.  Corporate Existence and Power                   54
Section 9.02.  Corporate and Governmental Authorization;
     Contravention                                             54
Section 9.03.  Binding Effect                                  54
Section 9.04.  Taxes                                           54

                          ARTICLE 10 Guaranty


Section 10.01.  The Guaranty                                   54
Section 10.02.  Guaranty Unconditional                         55
Section 10.03.  Discharge Only Upon Payment In Full;
                  Reinstatement In Certain Circumstances       56
Section 10.04.  Waiver by the Company                          56
Section 10.05.  Subrogation                                    56
Section 10.06.  Stay of Acceleration                           56

                       ARTICLE 11 Miscellaneous


Section 11.01.  Notices                                        57
Section 11.02.  No Waivers                                     57
Section 11.03.  Expenses; Indemnification                      57
Section 11.04.  Sharing of Set-offs                            58
Section 11.05.  Amendments and Waivers                         58
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                      61
Section 11.11.  Waiver of Jury Trial                           62




PRICING SCHEDULE

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 Davis Polk & Wardwell, 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 Subsidiary
EXHIBIT K -Form of Notice of Borrowing
EXHIBIT L -Form of Notice of Interest Rate Election

                       364-DAY
                   CREDIT AGREEMENT

     364-DAY CREDIT AGREEMENT dated as of April 1, 1998 among IMC
GLOBAL INC., the BANKS, MANAGING AGENTS and CO-AGENTS listed on the
signature pages hereof, ROYAL BANK OF CANADA, as Documentation Agent,
THE CHASE MANHATTAN BANK and NATIONSBANK, N.A., as Co-Syndication
Agents, BANK OF MONTREAL, as Administrative Agent, and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Senior Managing Agent.

     The parties hereto agree as follows:

                               ARTICLE 1
                                   
                              Definitions
                                   
     Section 1.1.  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 Montreal 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 Senior Managing Agent and submitted to the Senior Managing 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 Senior Managing Agent, the
Administrative Agent, the Documentation Agent or the Co-Syndication
Agents, and "Agents" means any two or more of the foregoing.

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

     "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 and
(iii) in the case of its Bid Rate Loans, its Bid Rate 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 Senior Managing 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 Committed 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 Senior Managing Agent; provided that any Bank
may from time to time by notice to the Company and the Senior Managing
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 are to the Borrower to which such Loan is or is to be
made.  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.

     "Co-Agent" means each Bank designated as a Co-Agent on the
signature pages hereof, in its capacity as co-agent in respect of this
Agreement.

     "Commitment" means (i) with respect to each Bank listed on the
signature pages hereof, the amount set forth opposite the name of such
Bank on the signature pages hereof, and (ii) with respect to each
Assignee or substitute financial institution 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 Loan made by a Bank pursuant to Section
2.01; provided that, if any loan or loans (or portions thereof) are
combined or subdivided pursuant to a Notice of Interest Rate Election,
the term "Committed 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.

     "Company" means IMC Global Inc., a Delaware corporation, and its
successors.

     "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 The Chase Manhattan Bank and
NationsBank, N.A. in its capacity as a co-syndication agent in respect
of this Agreement.

     "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 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 Senior Managing 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  Senior Managing Agent and as to which an
Election to Terminate shall not have been delivered to the  Senior
Managing 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  Senior
Managing Agent may request.  The delivery of an Election to Terminate
shall not affect any obligation of an Eligible Subsidiary theretofore
incurred.  The  Senior Managing 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 Senior
Managing Agent.

     "Euro-Dollar Loan" means a Committed 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 Morgan Guaranty Trust Company of New York, Royal Bank of Canada, The
Chase Manhattan Bank and NationsBank, N.A.

     "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.16.

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

     "Existing Credit Agreements" means, collectively, (i) that certain
Five-Year Credit Agreement, dated as of December 15, 1997 among the
Company, the Banks, Managing Agents and Co-Agents party thereto, Royal
Bank of Canada, as Documentation Agent, The Chase Manhattan Bank and
NationsBank, N.A., as Co-Syndication Agents and Morgan Guaranty Trust
Company of New York, as Administrative Agent and the transactions
contemplated thereby and (ii) that certain 364-Day Credit Agreement,
dated as of December 15, 1997 among the Company, the Banks, Managing
Agents and Co-Agents parties thereto, Royal Bank of Canada, as
Documentation Agent, The Chase Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents and Morgan Guaranty Trust Company of New York, as
Administrative Agent and the transactions contemplated thereby.

     "Existing Harris Debt" means Debt of Harris Chemical North
America, Inc., 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.

     "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 Morgan
Guaranty Trust Company of New York (or its successor as Senior Managing
Agent) on such day on such transactions as determined by the Senior
Managing Agent.

     "Fixed Rate Loans" means Euro-Dollar Loans or Bid Rate Loans
(excluding Bid Rate (Indexed) Loans bearing interest at the Base Rate)
or any combination of the foregoing.

     "FRP" means Freeport-McMoRan Resource Partners, L.P., a Delaware
limited partnership, and its successors.

     "FTX" means Freeport-McMoRan Inc., a Delaware corporation.

     "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 successor
thereto, expected to be consummated on or about March 31, 1998 pursuant
to that certain Agreement and Plan of Merger, dated December 11, 1997,
by and among the Company, IMC Merger Sub Inc. and Harris Chemical Group
(the "Harris Acquisition Agreement"), 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 (the "Harris Australia Acquisition Agreement"
and, together with the Harris Acquisition Agreement, the "Harris
Chemical Acquisition Agreement").

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

     "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:

        (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;
     
        (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
     
        (c)  any Interest Period commencing prior to the Syndication
     Date shall end one week thereafter;
     
   (2)  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
     
   (3)  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.

     "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).

     "Managing Agent" means each Bank designated as a Managing Agent on
the signature pages hereof, in its capacity as managing agent in
respect of this Agreement.

     "Material Adverse Effect" means (i) a material adverse effect on
the business, financial position or results of operations of the
Company and its Consolidated Subsidiaries, considered as a whole, or
(ii) an adverse effect on the rights and obligations of the Banks and
the Agents hereunder and under the Notes which a Bank could reasonably
deem material.

     "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).

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

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

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

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

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

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

     "Prime Rate" means the rate of interest publicly announced by
Morgan Guaranty Trust Company of New York in New York City 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 aggregate unpaid
principal amount of the Loans.

     "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.

     "Senior Managing Agent" means Morgan Guaranty Trust Company of New
York in its capacity as senior managing agent for the Banks hereunder,
and its successors in such capacity.

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

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

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

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

     "Syndication Date" means the earlier of (i) April 30, 1998 and
(ii) the date on which the Senior Managing Agent shall have informed
the Company that the syndication contemplated by the letter agreement
dated March 4, 1998 signed by the Company, the Agents, the Arranger and
the Co-Arrangers has been completed.

     "Termination Date" means March 31, 1999 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.

     "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.

     Section 1.2.  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 Senior Managing 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 Senior Managing 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.

     Section 1.3.  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 or
a Bid Rate Borrowing (excluding any such Borrowing consisting of 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 "Committed 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).

     
     
                               ARTICLE 2
                                   
                              The Credits
                                   
     Section 2.1.  Commitments to Lend.  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
Section from time to time in amounts such that the aggregate principal
amount of Committed Loans by such Bank at any one time outstanding to
all Borrowers shall not exceed the amount of its Commitment.  Each
Borrowing under this Section 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 shall be made from the several Banks ratably
in proportion to their respective Commitments.  Within the foregoing
limits, any Borrower may borrow under this Section, repay or, to the
extent permitted by Section 2.12, prepay Loans and reborrow at any time
during the Revolving Credit Period under this Section.

     Section 2.2.  Notice of Committed Borrowings.  The Borrower shall
give the Senior Managing 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 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 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 bear
     interest initially at the Base Rate or a Euro-Dollar Rate; and,
     
        (d)  in the case of a Euro-Dollar Borrowing, the duration of
     the initial Interest Period applicable thereto, subject to the
     provisions of the definition of Interest Period.
     
     Section 2.3.  Bid Rate Borrowings.  (a) 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 Senior Managing 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 Senior Managing
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 Senior Managing 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 Senior Managing 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 Senior Managing 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 Senior Managing Agent (or any
affiliate of the Senior Managing Agent) in the capacity of a Bank may
be submitted, and may only be submitted, if the Senior Managing 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 an 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 Senior Managing 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 and (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 Senior Managing 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 Senior Managing 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 Senior Managing Agent unless such
subsequent Quote is submitted solely to correct a manifest error in
such former Quote.  The Senior Managing 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 Rate (General) Rates, 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 an Bid
Rate (General) Auction (or, in either case, such other time or date as
the Borrower and the Senior Managing 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 Senior Managing 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) Margin or Bid Rates (General), as the
     case may be.
     
   (g)  Allocation by Senior Managing Agent.  If offers are made by two
or more Banks with the same Bid Rate (Indexed) Margins or Bid Rate
(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
Senior Managing Agent among such Banks as nearly as possible (in
multiples of $1,000,000, as the Senior Managing Agent may deem
appropriate) in proportion to the aggregate principal amounts of such
offers.  Determinations by the Senior Managing Agent of the amounts of
Bid Rate Loans shall be conclusive in the absence of manifest error.

     Section 2.4.  Notice to Banks; Funding of Loans.  (a) Upon receipt
of a Notice of Borrowing, the Senior Managing 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 Senior Managing Agent at its address specified in or
pursuant to Section 11.01.  Unless the Senior Managing Agent determines
that any applicable condition specified in Article 3 has not been
satisfied, the Senior Managing Agent will make the funds so received
from the Banks available to the Borrower at the Senior Managing Agent's
aforesaid address not later than 2:30 P.M. (New York City time) on the
date of such Borrowing.

   (c)  Unless the Senior Managing Agent shall have received notice
from a Bank prior to the time of any Borrowing that such Bank will not
make available to the Senior Managing Agent such Bank's share of such
Borrowing, the Senior Managing Agent may assume that such Bank has made
such share available to the Senior Managing Agent on the date of such
Borrowing in accordance with subsection (b) of this Section 2.04 and
the Senior Managing 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 Senior Managing 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 Senior
Managing 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
Senior Managing 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
Senior Managing 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 2.5.  Registry; Notes.  (a) The Senior Managing 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 Senior
Managing 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.

     Section 2.6.  Maturity of Loans.  (a)  Each Committed 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 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.

     Section 2.7.  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 Senior Managing Agent shall determine the relevant
interest rate on the basis of the quotation furnished by the remaining
Euro-Dollar Reference Bank 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)  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.

   (e)  The Senior Managing Agent shall determine each interest rate
applicable to the Loans hereunder.  The Senior Managing 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.

     Section 2.8.  Facility Fees.  (a)  The Company shall pay to the
Senior Managing Agent for the account of each Bank a facility fee at
the Facility Fee Rate (determined daily in accordance with the Pricing
Schedule).  Such facility fee shall accrue (i) from and including the
earlier of the date hereof and the Effective Date to but excluding the
date of termination of the Commitments in their entirety, on the daily
aggregate amount of the Commitments (whether used or unused) and (ii)
from and including such date of termination to but excluding the date
the Loans shall be repaid in their entirety, on the daily average
aggregate outstanding principal amount of the Loans.

   (b)  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, if later, the date the Loans
shall be repaid in their entirety).

      Section 2.9.  Optional Termination or Reduction of Commitments.
The Company may, upon notice to the Senior Managing 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 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.

     Section 2.10.  Method of Electing Interest Rates.  (a) The Loans
included in each Committed 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 Senior Managing 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 Senior
Managing 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.

     Section 2.11.  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.

     Section 2.12.  Optional Prepayments.  (a) Subject in the case of
any Fixed Rate Borrowing to Section 2.14, the Borrower may (i) upon
notice to the Senior Managing 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 or any Bid Rate Borrowing
bearing interest at the Base Rate pursuant to Section 8.01(a) and (ii)
upon at least three Euro-Dollar Business Days' notice to the Senior
Managing 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 Senior Managing 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.

     Section 2.13.  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 Senior Managing Agent at its address referred
to in Section 11.01.  The Senior Managing Agent will promptly
distribute to each Bank its ratable share of each such payment received
by the Senior Managing Agent for the account of the Banks.  Whenever
any payment of principal of, or interest on, the Base Rate Loans 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 Senior Managing 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 Senior Managing Agent may assume that such
Borrower has made such payment in full to the Senior Managing Agent on
such date and the Senior Managing 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 Senior Managing 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 Senior Managing Agent, at
the Federal Funds Rate.

     Section 2.14.  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, 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.

     Section 2.15.  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).

     Section 2.16.  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 Senior Managing 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 2.16 (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).

     Section 2.17.  Foreign Costs.  (a)  If the cost to any Bank of
making or maintaining any Loan 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 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 Senior Managing 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 Senior
Managing 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.

     
     
                               ARTICLE 3
                                   
                              Conditions
                                   
     Section 3.1.  Effectiveness.  This Agreement shall become
effective on the date that each of the following conditions shall have
been satisfied (or waived in accordance with Section 11.05):

        (a)  receipt by the Senior Managing Agent of counterparts
     hereof signed by each of the parties hereto (or, in the case of
     any party as to which an executed counterpart shall not have been
     received, receipt by the Senior Managing Agent in form
     satisfactory to it of telegraphic, telecopy, telex or other
     written confirmation from such party of execution of a counterpart
     hereof by such party);
     
        (b)  receipt by the Senior Managing Agent of an opinion of (i)
     Sidley & Austin, special counsel for the Company, substantially in
     the form of Exhibit E-1 hereto and (ii) Marschall I. Smith,
     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;
     
        (c)  receipt by the Senior Managing Agent of an opinion of
     Davis Polk & Wardwell, special counsel for the Senior Managing
     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;
     
        (d)  receipt by the Senior Managing 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
     Senior Managing Agent;
     
        (e)  receipt by the Agents of the fees, as otherwise agreed to
     by them and the Company, then or theretofore payable;
     
        (f)  receipt by the Senior Managing Agent of evidence
     satisfactory to it that the Harris Chemical Acquisition shall have
     been consummated in accordance with the Harris Chemical
     Acquisition Agreement without any amendment thereof or waiver
     thereto which (i) is material in the context of this Agreement and
     (ii) the Required Banks shall not have consented to in writing;
     and
     
        (g)  receipt by the Senior Managing Agent of evidence
     satisfactory to it that the rights, obligations and interests of
     all of the lenders and agents party to that certain $130,000,000
     Credit and Guaranty Agreement, dated as of October 15, 1993, as
     amended and restated as of February 27, 1997, by and among North
     American Chemical Company, North American Salt Company and Great
     Salt Lake Minerals Corporation, as borrowers, and Harris Chemical
     North America, Inc., as guarantor, the lenders from time to time
     parties thereto, and General Electric Capital Corporation, as
     collateral agent and as administrative agent (the "HCG Credit
     Agreement") have been assigned to the Company such that, following
     the completed execution of such assignments, the Company shall be
     the sole lender party to the HCG Credit Agreement;
     
     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 April 30, 1998; 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 Senior Managing 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.

     Section 3.2.  Borrowings.  The obligation of any Bank to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:

        (a)  receipt by the Senior Managing Agent of a Notice of
     Borrowing as required by Section 2.02 or 2.03, the case may be;
     
        (b)  the fact that, immediately after such Borrowing, the
     aggregate outstanding principal amount of the Loans will not
     exceed the aggregate amount of the Commitments;
     
        (c)  the fact that, immediately after such Borrowing, no
     Default shall have occurred and be continuing; and
     
        (d)  the fact that 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 aggregate outstanding principal amount of the Loans) 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.
     
     Each Borrowing 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 as to the facts specified
in clauses (b), (c) and (d) of this Section.

     Section 3.3.  First Borrowing by Each Eligible Subsidiary.  The
obligation of each Bank to make a Loan on the occasion of the first
Borrowing by each Eligible Subsidiary is subject to the satisfaction of
the following further conditions:

        (a)  receipt by the Senior Managing Agent of an opinion or
     opinions of counsel for such Eligible Subsidiary reasonably
     acceptable to the Senior Managing 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 Senior Managing 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
     
        (b)  receipt by the Senior Managing Agent of all documents
     which it may reasonably request relating to the existence of such
     Eligible Subsidiary, the corporate 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 Senior Managing Agent.
     
     
     
                               ARTICLE 4
                                   
                    Representations and Warranties
                                   
     The Company represents and warrants that:

     Section 4.1.  Corporate Existence and Power.  The Company is a
corporation duly incorporated, validly existing and in good standing
under the laws of Delaware, 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 a Material Adverse
Effect.

     Section 4.2.  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 (except for such as may be required in
connection with the Merger, which shall have been obtained not later
than the Effective Date) 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.

     Section 4.3.  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.

     Section 4.4.  Financial Information.  (a) The consolidated balance
sheet of the Company and its Consolidated Subsidiaries as of December
31, 1997 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 have been
delivered to each of the Banks, fairly present, 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)  Since December 31, 1997, there has been no material adverse
change in the business, financial position or results of operations of
the Company and its Consolidated Subsidiaries, considered as a whole.

     Section 4.5.  Litigation.  Except as disclosed in the Company's
annual report on Form 10-K for the year ended December 31, 1997, 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, and the
proxy statement and prospectus delivered to the shareholders of the
Company in connection with the Merger, copies of which have been
delivered to each of the Banks, 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.

     Section 4.6.  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.

     Section 4.7.  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.

     Section 4.8.  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.

     Section 4.9.  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.

     Section 4.10.  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.

     Section 4.11.  Full Disclosure.  Neither the Company's Form 10-K
for the year ended December 31, 1997, 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.

     
     
                               ARTICLE 5
                                   
                               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:

     Section 5.1.  Information.  The Company will deliver to each of
the Banks:

        (a)  as soon as available and in any event within 95 days after
     the end of each fiscal year of the Company, a consolidated balance
     sheet of the Company and its Consolidated Subsidiaries as of the
     end of such fiscal year and the related consolidated statements of
     earnings, cash flows, and changes in stockholders' equity for such
     fiscal year, setting forth in each case in comparative form the
     figures for the previous fiscal year, all reported on in a manner
     consistent with the requirements of the Securities and Exchange
     Commission and audited by Ernst & Young LLP or other independent
     public accountants of nationally recognized standing;
     
        (b)  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;
     
        (c)  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;
     
        (d)  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;
     
        (e)  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;
     
        (f)  promptly upon the mailing thereof to the shareholders of
     the Company generally, copies of all financial statements, reports
     and proxy statements so mailed;
     
        (g)  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;
     
        (h)  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
     
        (i)  from time to time such additional information regarding
     the financial position or business of the Company and its
     Subsidiaries as the Senior Managing Agent, at the request of any
     Bank, may reasonably request.
     Section 5.2.  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.

     Section 5.3.  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 Senior Managing Agent, information presented in reasonable detail
as to the insurance so carried.

     Section 5.4.  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 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 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.

     Section 5.5.  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.

     Section 5.6.  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.

     Section 5.7.  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 substantially all of
the assets comprising the IMC-Vigoro business unit of the Company,
(iii) the sale of any equity interest in McMoRan Oil & Gas Co., a
Delaware corporation, or the sale or transfer of any right to receive
revenues from the MOXY-FRP Exploration Program undertaken by McMoRan
Oil & Gas Co., a Delaware corporation, (iv) 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 (v) the sale of assets acquired in or as a direct result of the
Harris Chemical Acquisition.

     Section 5.8.  Use of Proceeds.   The proceeds of the Loans made
under this Agreement will be used by the Borrowers for general
corporate purposes, including without limitation the refinancing of the
Existing Credit Agreements and Acquisitions.  None of such proceeds
will be used in violation of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System.

     Section 5.9.  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:

        (a)  Liens existing on the date of this Agreement securing Debt
     outstanding on the date of this Agreement in an aggregate
     principal or face amount not exceeding $135,000,000;
     
        (b)  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;
     
        (c)  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;
     
        (d)  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;
     
        (e)  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;
     
        (f)  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;
     
        (g)  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;
     
        (h)  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
     
        (i)  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).
     
     Section 5.10.  Debt of Subsidiaries.  Total Debt of all
Subsidiaries (excluding (a) Existing Harris Debt at any time until the
earlier of (x) November 1, 1998 and (y) the repurchase or prepayment of
such Debt by the Company or by any such Subsidiary of the Company (but
not any refinancing thereof) and (b) 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 or (iv) of FRP in an aggregate principal amount not exceeding
$300,000,000 outstanding on the Effective Date (but not any refinancing
thereof)) 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.

     Section 5.11.  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 arms-length basis on terms at least as
favorable to such Borrower or such Subsidiary as could have been
obtained from a third party who was not an Affiliate, (ii) marketing
services provided by IMC Global Operations Inc. to Agrico, (iii)
employee leasing services agreements between IMC Global Operations Inc.
and Agrico, (iv) transactions between Agrico and the Rainbow and
FarMarkets business units of the Company, (v) transactions between
Agrico and the IMC Kalium business unit of the Company, (vi) loans from
the Company or a Subsidiary to the Company or a Subsidiary, (vii) the
declaration and payment of any lawful dividend and (viii) transactions
between Vigiron Partnership, a Delaware general partnership, and the
IMC AgriBusiness business unit of the Company.

     Section 5.12.  Leverage Ratio.  The Leverage Ratio will not at any
date exceed 3.75 to 1.00. 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 net
income of the Company and its Consolidated Subsidiaries for such period
before (i) income taxes, (ii) interest expense, (iii) depreciation and
amortization, (iv) minority interest, (v) extraordinary losses or
gains, (vi) discontinued operations and (vii) the cumulative effect of
changes in accounting principles.  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 at any date the ratio of Consolidated
Adjusted Debt calculated as of such date to Consolidated EBITDA
calculated for the period of four consecutive fiscal quarters most
recently ended on or prior to such date.

     
     
                               ARTICLE 6
                                   
                               Defaults
                                   
     Section 6.1.  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 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 Senior Managing 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) 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 Senior Managing 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 Senior Managing 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.

     Section 6.2.  Notice of Default.  The Senior Managing 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.

     
     
                               ARTICLE 7
                                   
                       The Senior Managing Agent
                                   
     Section 7.1.  Appointment and Authorization.  Each Bank
irrevocably appoints and authorizes the Senior Managing 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 Senior Managing
Agent by the terms hereof or thereof, together with all such powers as
are reasonably incidental thereto.

     Section 7.2.  Senior Managing Agent and Affiliates.  Morgan
Guaranty Trust Company of New York 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 Senior
Managing Agent, and Morgan Guaranty Trust Company of New York 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 Senior Managing Agent
hereunder.

     Section 7.3.  Action by Senior Managing Agent.  The obligations of
the Senior Managing Agent hereunder are only those expressly set forth
herein.   Without limiting the generality of the foregoing, the Senior
Managing Agent shall not be required to take any action with respect to
any Default, except as expressly provided in Article 6.

     Section 7.4.  Consultation with Experts.  The Senior Managing
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.

     Section 7.5.  Liability of Senior Managing Agent.  Neither the
Senior Managing 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 Senior
Managing 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 borrowing 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 Senior Managing Agent; or (iv) the validity,
effectiveness or genuineness of this Agreement, the Notes or any other
instrument or writing furnished in connection herewith.  The Senior
Managing 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 Senior Managing 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.

     Section 7.6.  Indemnification.  Each Bank shall, ratably in
accordance with its Commitment, indemnify the Senior Managing Agent,
its affiliates and their respective directors, officers, agents and
employees (to the extent not reimbursed by the Borrowers) against any
cost, expense (including 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.

     Section 7.7.  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.

     Section 7.8.  Successor Senior Managing Agent.  The Senior
Managing 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
Senior Managing Agent.  If no successor Senior Managing Agent shall
have been so appointed, and shall have accepted such appointment,
within 30 days after the retiring Senior Managing Agent gives notice of
resignation, then the retiring Senior Managing Agent may, on behalf of
the Banks, appoint a successor Senior Managing 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 Senior Managing Agent hereunder by a successor Senior
Managing Agent, such successor Senior Managing Agent shall thereupon
succeed to and become vested with all the rights and duties of the
retiring Senior Managing Agent, and the retiring Senior Managing Agent
shall be discharged from its duties and obligations hereunder.   After
any retiring Senior Managing Agent's resignation hereunder as Senior
Managing 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 Senior Managing Agent.

     Section 7.9.  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.

     Section 7.10.  Other Agents.  Nothing in this Agreement shall
impose upon the Documentation Agent, upon the Administrative Agent,
upon either Co-Syndication Agent, upon any Managing Agent or upon any
Co-Agent in such capacity, any duties or obligations whatsoever.

     
     
                               ARTICLE 8
                                   
                        Change in Circumstances
                                   
     Section 8.1.  Basis for Determining Interest Rate Inadequate or
Unfair .  If on or prior to the first day of any Interest Period for
any Euro-Dollar Borrowing or Bid Rate (Indexed) Borrowing:

        (a)  the Senior Managing 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
     
        (b)  in the case of a Euro-Dollar Borrowing, Banks having more
     than 50% of the aggregate amount of the affected Loans advise the
     Senior Managing Agent that the London Interbank Offered Rate as
     determined by the Senior Managing Agent will not adequately and
     fairly reflect the cost to such Banks of funding their Euro-Dollar
     Loans for such Interest Period,
     
the Senior Managing Agent shall forthwith give notice thereof to the
Borrower and the Banks, whereupon until the Senior Managing 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 Senior Managing 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 Committed
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.

     Section 8.2.  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
Senior Managing Agent, the Senior Managing Agent shall forthwith give
notice thereof to the other Banks and such Borrower, whereupon until
such Bank notifies such Borrower and the Senior Managing 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 Senior
Managing 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.

     Section 8.3.  Increased Cost and Reduced Return.  (a) If on or
after (x) the date of this Agreement, in the case of any Committed Loan
or any obligation to make Committed Loans 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 2.16) 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
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 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 Senior
Managing 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 or
its obligations to make Loans 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
(including any determination by any such authority, central bank or
comparable agency that, for purposes of capital adequacy requirements,
the Commitments hereunder do not constitute commitments with an
original maturity of one year or less), 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 Senior Managing 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 or its obligations to make Loans hereunder (after taking into
account such Bank's policies as to capital adequacy).

   (c)  Each Bank will promptly notify the Company and the Senior
Managing 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 8.03(a) and 8.03(b)
of this Section 8.03, the Company shall only be obligated to compensate
any Bank for any amount arising or accruing during (i) any time or
period commencing not more than 45 days prior to the date on which such
Bank notifies the Senior Managing Agent and the Company that it
proposes to demand such compensation and identifies to the Senior
Managing Agent and the Company the statute, regulation or other basis
upon which the claimed compensation is or will be based and (ii) 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.

     Section 8.4.  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 Senior Managing 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 Senior Managing 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 Senior Managing 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 Senior Managing 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 Senior Managing 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 Senior Managing 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 Senior
Managing 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 Senior Managing 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 Senior Managing 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 Senior Managing
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) 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.

     Section 8.5.  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 Senior Managing
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:

        (a)  all Loans to such Borrower which would otherwise be made
     by such Bank as (or continued as or converted to) Euro-Dollar
     Loans, as the case may be, shall instead be Base Rate Loans (on
     which interest and principal shall be payable contemporaneously
     with the related Euro-Dollar Loans of the other Banks), and
     
        (b)  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.

     Section 8.6.  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 Senior
Managing Agent, to designate a substitute bank or banks (which may be
one or more of the Banks) mutually satisfactory to the Company and the
Senior Managing Agent (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 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 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.

     
     
                               ARTICLE 9
                                   
        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:

     Section 9.1.  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.

     Section 9.2.  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.

     Section 9.3.  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.

     Section 9.4.  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.

     
     
                              ARTICLE 10
                                   
                               Guaranty
                                   
     Section 10.1.  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 on
each Loan made to 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.

     Section 10.2.  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:

        (a)  any extension, renewal, settlement, compromise, waiver or
     release in respect of any obligation of any Eligible Subsidiary
     under this Agreement or any Note, by operation of law or
     otherwise;
     
        (b)  any modification or amendment of or supplement to this
     Agreement or any Note;
     
        (c)  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;
     
        (d)  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;
     
        (e)  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;
     
        (f)  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 or any other amount payable
     by it under this Agreement or any Note; or
     
        (g)  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.
     
     Section 10.3.  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 shall have
terminated and the principal of and interest on the Loans 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 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.

     Section 10.4.  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.

     Section 10.5.  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.

     Section 10.6.  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 Senior Managing Agent made at the request of
the Required Banks.

     
     
                              ARTICLE 11
                                   
                             Miscellaneous
                                   
     Section 11.1.  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:  (a) in the case of the Company or the Senior
Managing Agent, at its address, facsimile number or telex number set
forth on the signature pages hereof, (b) in the case of any Bank, at
its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (c) 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 Senior Managing
Agent and the Company.  Each such notice, request or other
communication shall be effective (i) if given by telex, when such telex
is transmitted to the telex number specified in this Section and the
appropriate answerback is received, (ii) if given by facsimile
transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (iii) if given by
mail, 72 hours after such communication is deposited in the mail with
first class postage prepaid, addressed as aforesaid or (iv) if given by
any other means, when delivered at the address specified in this
Section; provided that notices to the Senior Managing 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.

     Section 11.2.  No Waivers.  No failure or delay by the Senior
Managing 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.

     Section 11.3.  Expenses; Indemnification.  (a) The Company shall
pay (i) all reasonable out-of-pocket expenses of the Senior Managing
Agent, including reasonable fees and disbursements of special counsel
for the Senior Managing 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
Senior Managing 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 Senior Managing 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 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.

     Section 11.4.  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 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 held by such other Bank, the Bank receiving
such proportionately greater payment shall purchase such participations
in the Loans 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 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, 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.

     Section 11.5.  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 Senior Managing
Agent 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 any fees hereunder, (iii) postpone the date fixed for any
payment of principal of or interest on any Loan 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, 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 of such Eligible Subsidiary, (y)
accelerate the stated maturity of any outstanding Loan of such Eligible
Subsidiary or (z) change this proviso.

     Section 11.6.  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.  In the event of any such grant
by a Bank of a participating interest to a Participant, whether or not
upon notice to the Senior Managing Agent, such Bank shall remain
responsible for the performance of its obligations hereunder, and the
Borrowers and the Senior Managing 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 (ii) or (iii)
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
11.06(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, except with the consent of the Borrower and the
Senior Managing Agent, 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 and the Senior Managing 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 Senior Managing 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 transfer Bank shall pay or cause to be paid to
the Senior Managing Agent an administrative fee for processing such
assignment in the amount of $3,000.  If the Assignee is not
incorporated 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
Senior Managing 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.
     Section 11.7.  Collateral.  Each of the Banks represents to the
Senior Managing 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.

     Section 11.8.  Confidentiality.  The Senior Managing 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 Senior Managing 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 Senior Managing Agent or any Bank prohibited by this
Agreement, (f) in connection with any litigation to which the Senior
Managing 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 Senior Managing 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.

     Section 11.9.  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 New York.  Each Borrower hereby
submits to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York and of any New York State
court sitting in New York City 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.

     Section 11.10.  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 except the obligations of the Borrower to
pay fees and expenses and to assist in the syndication process as
specified in the respective commitment letters and fee letters
heretofore entered into between the Company and the Agents.

     Section 11.11.  Waiver of Jury Trial.  EACH OF THE BORROWERS, THE
SENIOR MANAGING AGENT 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.

     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   /s/ Eric T. Martinez
                                 Title:  Assistant
                            Treasurer
                            2100 Sanders Road
                            Northbrook, IL 60062
                            Attention: Eric Martinez
                                   Assistant
                                   Treasurer
                            Telecopy number: 847-205-
                            4930
                            
                            
Commitments

$61,000,000                    MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
                              Individually and as Senior Managing
                              Agent


                            By   /s/ Douglas Maher
                                 Title:  Vice President
                            
                            60 Wall Street
                            New York, NY 10260
                            Attention: Loan Department
                            Telex number: 177615 MGT
                            Telecopy number: (212) 648-
                            5023


$61,000,000                 THE CHASE MANHATTAN BANK,
                              Individually and as Co-Syndication
                              Agent


                            By   /s/ James H. Ramage
                              Title:  Vice President


$61,000,000                 NATIONSBANK, N.A., Individually
                              and as Co-Syndication Agent


                            By   /s/ Wallace W. Harris, Jr.
                              Title:  Vice President

 
$61,000,000                 ROYAL BANK OF CANADA,
                              Individually and as Documentation
                              Agent


                            By   /s/ Gordon MacArthur
                              Title:  Manager


$61,000,000                 BANK OF MONTREAL,
                              Individually and as Administrative
                              Agent


                            By   /s/ Bernard J. Silgardo
                              Title:  Director


$48,000,000                 BANK OF AMERICA NATIONAL
                              TRUST AND SAVINGS
                              ASSOCIATION, Individually and as
                                 Managing Agent


                            By   /s/ G. Burton Queen
                              Title:  Managing Director


$48,000,000                 THE BANK OF NEW YORK,
                            Individually and as Managing Agent


                            By   /s/ John M. Lokay, Jr.
                              Title:  Vice President


$48,000,000                 CREDIT AGRICOLE INDOSUEZ,
                            Individually and as Managing Agent


                            By   /s/ David Bouhl
                              Title:First Vice President
                                  Head of Corporate Banking, Chicago


                            By   /s/ Katherine L. Abbott
                              Title:  First Vice President


$48,000,000                 CREDIT LYONNAIS
                              CHICAGO BRANCH, Individually
                              and as Managing Agent


                            By   /s/ Julie T. Kanak
                              Title:  Vice President


$40,500,000                 ABN-AMRO BANK N.V.,
                            Individually and as Co-Agent


                            By   /s/ Scott J. Albert
                              Title:  Vice President


                            By   /s/ Mary L. Honda
                              Title:  Vice President


$35,000,000                 BANCA NAZIONALE DEL
                              LAVORO, S.p.A., NEW YORK BRANCH


                            By   /s/ Leonardo Valentini
                              Title:  First Vice President


                            By   /s/ Roberto Mancone
                              Title:  Assistant Vice President,
                                    Senior Loan Officer


$35,000,000                 THE BANK OF TOKYO-MITSUBISHI,
                              LTD. CHICAGO BRANCH


                            By   /s/ Hajime Watanabe
                              Title:  Deputy General Manager


$35,000,000                 BANQUE NATIONALE DE PARIS
 

                            By   /s/ Arnaud Collin du Bocage
                              Title:  Executive Vice President
                                    and General Manager

$35,000,000                 CREDIT SUISSE FIRST BOSTON


                            By   /s/ Lynn Allegaert
                              Title:  Vice President


                            By   /s/ Robert B. Potter
                              Title:  Vice President


$35,000,000                 THE FIRST NATIONAL BANK
                              OF CHICAGO


                            By   /s/ Kenneth J. Fatur
                              Title:  Authorized Agent


$35,000,000                 FIRST UNION NATIONAL BANK


                            By   /s/ Laurie C. Hart
                              Title:  Vice President


$35,000,000                 THE INDUSTRIAL BANK OF
                              JAPAN, LIMITED


                            By   /s/ Walter Wolff
                              Title:  Senior Vice President
                                  Deputy General Manager


$35,000,000                 MARINE MIDLAND BANK


                            By   /s/ Michael C. Cutlip
                              Title:  Officer
$35,000,000                 MELLON BANK, N.A.


                            By   /s/ Charles A. Gilbert
                              Title:  Banking Officer


$35,000,000                 SOCIETE GENERALE


                            By   /s/ Eric Bellaiche
                              Title:  Vice President


$35,000,000                 THE SUMITOMO BANK, LIMITED


                            By   /s/ John H. Kemper
                              Title:  Senior Vice President


$35,000,000                 THE TORONTO-DOMINION BANK


                            By   /s/ Jorge A. Garcia
                              Title:  Manager Credit Administration


$22,500,000                 THE NORTHERN TRUST
                              COMPANY


                            By   /s/ James F.T. Monhart
                              Title:  Vice President






$20,000,000                 THE LONG-TERM CREDIT BANK
                              OF JAPAN, LTD.


                            By   /s/ Masaharu Kuhara
                              Title:  Regional Head


Total Commitments

$1,000,000,000

                   PRICING SCHEDULE


     The "Euro-Dollar Margin" and the "Facility Fee Rate" for any day
during the time period specified 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
                         I      II      III      IV
                                               
Facility Fee Rate       .075%   .075%   .125%    .200%
from the Effective
Date  up to but not
including  the date
six months after the
Effective Date
                                               
Facility Fee Rate       .150%   .150%   .250%    .400%
from and after the
date six months
after the Effective
Date
                                               
Euro-Dollar Margin      .325%   .375%   .475%         
from the Effective                               .600%
Date up to but not
including  the date
45 days after the
Effective Date
                                               
Euro-Dollar Margin     .450%    .500%   .600%    .725%
from and after the
date 45 days after
the Effective Date


     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 BBB+ or higher by S&P or Baa1 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 Baa2 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- by S&P or Baa3 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, no other
Status exists.

     "Status" refers to the determination of which of Level I Status,
Level II Status, Level III Status or Level IV 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., BBB+/Baa2 results in Level I Status and BBB/Baa3 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., BBB+/Ba1
results in Level II Status and BBB/Ba1 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 IV shall apply.

                                              EXHIBIT A


                         NOTE
                                     New York, New York
                                          April 1, 1998
     
     
     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
Morgan Guaranty Trust Company of New York, 60 Wall Street, New York,
New York.

     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 364-Day Credit
Agreement dated as of April 1, 1998 among IMC Global Inc., the Banks,
Managing Agents and Co-Agents parties thereto, Royal Bank of Canada, as
Documentation Agent, The Chase Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents, Bank of Montreal, as Administrative Agent, and
Morgan Guaranty Trust Company of New York, as Senior Managing 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:
                          
---------------------------
(1)  To be deleted in the case of Notes executed and delivered by the
Company.
                          
                    Note (cont'd)

           LOANS AND PAYMENTS OF PRINCIPAL

                                              
  Date    Amount    Type    Amount   Maturit  Notatio
          of Loan    of       of     y Date      n
                    Loan   Principa           Made By
                              l
                            Repaid
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              


     EXHIBIT B


            FORM OF BID RATE QUOTE REQUEST

                                        [Date]


To:  Morgan Guaranty Trust Company of New York
       (the "Senior Managing Agent")

From:     [Name of Borrower]

Re:  364-Day Credit Agreement (the "Credit Agreement") dated as
     of April 1, 1998 among IMC Global Inc., the Banks, Managing
     Agents and Co-Agents parties thereto, Royal Bank of Canada,
     as Documentation Agent, The Chase Manhattan Bank and
     NationsBank, N.A., as Co-Syndication Agents, Bank of
     Montreal, as Administrative Agent, and Morgan Guaranty Trust
     Company of New York, as Senior Managing 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 Amount (1)                    Interest Period (2)

$

     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:

------------------------------------
(1)  Amount must be $10,000,000 or a larger multiple of $1,000,000.

(2)   Not  less than one month (Bid Rate (indexed) Auction) or not less
   than 7 days (Bid Rate (General) Auction), subject to the provisions of
   the definition of Interest Period.

     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 364-Day Credit Agreement dated  as
of  April 1, 1998 among IMC Global Inc., the Banks, Managing Agents and
Co-Agents  parties  thereto,  Royal Bank of  Canada,  as  Documentation
Agent,  The  Chase  Manhattan  Bank  and  NationsBank,  N.A.,  as   Co-
Syndication Agents, Bank of Montreal, as Administrative Agent, and  the
undersigned, as Senior Managing 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].

                         MORGAN GUARANTY TRUST
                           COMPANY OF NEW YORK,
                           as Senior Managing Agent


                         By
                           Authorized Officer
     EXHIBIT D


     FORM OF BID RATE QUOTE


To:  Morgan Guaranty Trust Company of New York,
     as Senior Managing Agent
     60 Wall Street
     New York, New York  10260
     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
Amount(2) Period(3) [(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 364-
Day Credit Agreement dated as of April 1, 1998 among IMC Global Inc.,
the Banks, Managing Agents and Co-Agents parties thereto, Royal Bank of
Canada, as Documentation Agent, The Chase Manhattan Bank and
NationsBank, N.A., as Co-Syndication Agents, Bank of Montreal, as
Administrative Agent, and yourselves, as Senior Managing 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
-----------------------------------
(1)  As specified in the related Invitation.

(2)  Principal amount bid for each Interest Perios may not exceed
   principal amount requested.  Specify aggregate limitation if the sum of
   the individual offers exceeds the amount the Bank is willing to lend.
   Bids must be made for $5,000,000 or a larger of multiple of $1,000,000.

(3)  Not less than one month or less than 7 days, as specified in the
   related Invitation, but no bid may be submitted for an Interest Period
   extending beyond bidder's Termination Date.  No more than five bids are
   permitted for each Interest Period.

(4) Margin over or under the London Interbank Offered Rate determined
   for the applicable Interest Period.  Specify percentage (rounded to
   the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS".

(5) Specify rate of interest per annum (rounded to the nearest
   1/10,000th of 1%).
                                                            EXHIBIT E-1
                                   
              OPINION OF SPECIAL COUNSEL FOR THE COMPANY



_________ __, 1998


To each of the Banks parties to the "Credit
Agreements" (as defined below), and to Morgan
Guaranty Trust Company of New York, as
Senior Managing Agent, and to Royal Bank of
Canada, as Documentation Agent, and to The Chase
Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents, and to Bank of Montreal,
as Administrative Agent

          Re: IMC Global Inc.

Ladies and Gentlemen:

          We have acted as counsel to IMC Global Inc., a Delaware
corporation (the "Company") in connection with that certain 364-Day
Credit Agreement, dated as of April 1, 1998 (the "Credit Agreement"),
among the Company, as borrower, the Banks, Managing Agents and Co-
Agents parties thereto (the "Banks"), Royal Bank of Canada, as
Documentation Agent, The Chase Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents, Bank of Montreal, as Administrative Agent, and
Morgan Guaranty Trust Company of New York, as Senior Managing Agent,
and the transactions contemplated thereby.

          This opinion is furnished to you at the request of the
Company pursuant to Section 3.01(b) of the Credit Agreement.
Capitalized terms used herein and not otherwise defined are used as
defined in the Credit Agreement.

          In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of
the following:

         (i)  the Credit Agreement;

        (ii)  the Notes dated as of even date herewith; and

        (iii) the Harris Chemical Acquisition Agreement.

          In rendering the opinions set forth herein, we have also
examined originals or copies, certified to our satisfaction, of such
(i) certificates of public officials, (ii) certificates of officers and
representatives of the Company, including, without limitation, the
officer's certificates attached as Exhibit A hereto, and (iii) other
documents and records, and we have made such inquiries of officers and
representatives of the Company, as we have deemed relevant or necessary
as the basis for such opinions.  We have relied upon, and assumed the
accuracy of, such certificates, the representations and warranties as
to factual matters made by the Company in the Credit Agreement, and
other statements, documents and records supplied to us by the Company,
in each case with respect to the factual matters set forth therein, and
we have assumed the genuineness of all signatures (other than
signatures of officers of the Company) and the authenticity of all
documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic
copies.

          In rendering the opinions set forth herein, we have assumed
that:

        (i)  all the parties to the Credit Agreement and the Harris
 Chemical Acquisition Agreement (other than the Company) are duly
 organized, validly existing, and in good standing under the laws of
 their respective jurisdictions of organization and have the requisite
 corporate power and authority to enter into such Credit Agreement and
 the Harris Chemical Acquisition Agreement, as the case may be;

        (ii)  the execution and delivery of the Credit Agreement has
 been duly authorized by all necessary corporate action and proceedings
 on the part of all parties thereto other than the Company; the Credit
 Agreement has been duly executed and delivered by all parties thereto
 other than the Company and constitute the valid and binding obligations
 of all parties thereto other than the Company, enforceable against such
 other parties in accordance with its terms;

       (iii)  the terms and provisions of the Credit Agreement do not,
 and the execution, delivery and performance thereof by each of the
 parties thereto (other than the Company) will not, violate or conflict
 with the certificate of incorporation or bylaws of any such party, any
 contract or indenture to which it is a party or by which it is bound,
 or any law, order or decree of any court, administrative agency or
 other governmental authority applicable to any such party other than
 the Company; and

        (iv)  the terms and provisions of the Harris Chemical
 Acquisition Agreement do not, and the execution, delivery and
 performance thereof by each of the parties thereto (other than the
 Company) will not, violate or conflict with the certificate of
 incorporation or bylaws of any such party, any contract or indenture to
 which it is a party or by which it is bound, or any law, order or
 decree of any court, administrative agency or other governmental
 authority applicable to any such party, except, in the case of the
 Company, to the extent set forth in Paragraphs 2(d) and 2(e) below.

      Based upon the foregoing and subject to the qualifications stated
herein, we are of the opinion that, as of the date hereof:

      1.  The Company is validly existing and in good standing under the
laws of the State of Delaware.  The Company has the requisite corporate
power and authority to own and encumber its properties and assets and to
conduct its business as currently conducted and as currently proposed to
be conducted.

      2.  The Company has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Credit Agreement
and each of the Notes dated as of even date herewith.  Such execution,
delivery and performance:
 
      (a) have been duly authorized by all necessary and proper
 corporate action of the Company,

      (b) do not violate any provision of the certificate of
 incorporation or by-laws of the Company or require any approval of any
 shareholders of the Company,

      (c) will not violate any law or regulation of the States of New
 York or Illinois (including, without limitation, any usury laws) or of
 the United States of America (including, without limitation,
 Regulations G, T, U or X) applicable to the Company,

      (d) to our knowledge (i) will not violate any order of any court,
 and (ii) will not result in or require the creation or imposition of
 any lien or security interest upon or with respect to any of the
 properties or assets of the Company; and

      (e) will not violate, or require the termination of, or require
 the approval or consent of any Person under, the terms of any
 indenture, mortgage, deed of trust, loan agreement, lease agreement or
 any other material agreement listed on the officer's certificates
 attached as Exhibit A hereto to which the Company is a party or by
 which the Company or any of its properties may be bound.
      
      3.  The Credit Agreement has been duly executed and delivered by a
duly authorized officer of the Company delivering the same and
constitutes, and each of the Notes executed and delivered as of even
date herewith constitute, the legal, valid and binding obligation of the
Company delivering the same, enforceable in accordance with its
respective terms.
      
      4.  No approval, consent or authorization of, or filing or
registration with, any governmental department, agency or
instrumentality is necessary for the Company's execution or delivery of
the Credit Agreement and each of the Notes dated as of even date
herewith, or for the Company's performance of any of the terms thereof
other than the approvals, consents and authorizations described on
Exhibit B hereto and routine filings with the Securities and Exchange
Commission.  All applicable waiting periods in connection with the
Harris Chemical Acquisition and the other transactions contemplated by
the Credit Agreement have expired without any action having been taken
by any competent authority restraining, preventing or imposing
materially adverse conditions upon the transactions contemplated by the
Credit Agreement.
      5.  The Company is not an "investment company" registered or
required to be registered under the Investment Company Act of 1940, as
amended, or, to our knowledge, controlled by such a company.
      
      6.  The Harris Chemical Acquisition Agreement has been duly
authorized, executed and delivered by the Company and constitutes the
legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms.
      
      Our opinions above are subject to the following qualifications:
      
      (a)  Our opinions relating to validity, binding effect and
 enforceability in Paragraphs 3 and 6 above are subject to limitations
 imposed by any applicable bankruptcy, insolvency, reorganization,
 fraudulent conveyance, moratorium and similar laws affecting creditors'
 rights generally.  In addition, our opinions relating to enforceability
 in Paragraphs 3 and 6 above are subject to (i) the effect of general
 principles of equity (regardless of whether considered in a proceeding
 in equity or at law) and (ii) limitations imposed by public policy
 under certain circumstances on the enforceability of provisions
 indemnifying a party against liability for its own wrongful or
 negligent acts.  In applying principles of equity referred to in clause
 (i) above, a court, among other things, might not allow a creditor to
 accelerate maturity of a debt upon the occurrence of a default deemed
 immaterial.  Such principles applied by a court might include a
 requirement that a creditor act reasonably and in good faith.

      (b)  Certain remedial provisions of the Credit Agreement may be
 unenforceable in whole or in part, but the inclusion of such provisions
 does not affect the validity of the Credit Agreement; however, the
 unenforceability of such provisions may result in delays in the
 enforcement of the rights and remedies of the Senior Managing Agent,
 the Administrative Agent, the Documentation Agent, the Co-Syndication
 Agents and the Banks under the Credit Agreement (and we express no
 opinion as to the economic consequences, if any, of such delays).
 Except as set forth in subparagraph (a) above, the Credit Agreement
 contain adequate provisions for enforcing payment of the obligations of
 the Company thereunder and for the practical realization of the rights
 and benefits intended to be afforded thereby.

      (c)  We express no opinion as to the effect of the compliance or
 noncompliance of the Senior Managing Agent, the Administrative Agent,
 the Co-Syndication Agents, the Documentation Agent or any of the Banks
 with any state or federal laws or regulations applicable to any such
 party because of such party's legal or regulatory status, the nature of
 such party's business or the authority of such party to conduct
 business in any jurisdiction.

      The foregoing opinions are limited to the laws of the United
States and the States of New York and Illinois and the General
Corporation Law of the State of Delaware, and we express no opinion with
respect to the laws of any other state or jurisdiction.
      
      Whenever in this opinion reference is made to our knowledge, such
reference is to the conscious awareness of Sara E. Bartlett, Thomas A.
Cole, Larry A. Barden, Thomas M. Thesing, Thomas S. Finke and Robert J.
Lewis of information regarding factual matters.  With respect to such
matters, such persons have not, with your express permission and
consent, undertaken any investigation or inquiry of other lawyers, files
maintained by the firm, or officers or employees of the Company.  The
reference to "conscious awareness" as used in this paragraph has the
meaning given that phrase in the Third-Party Legal Opinion Report,
Including the Legal Opinion Accord, of the Section of Business Law,
American Bar Association, 47 Bus. Law. 167, 192 (1991).

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 our 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.  We do not
express any opinion, either implicitly or otherwise, on any issue not
expressly addressed in numbered Paragraphs 1 through 6.  The opinions
expressed above are based solely on facts, laws and regulations in
effect on the date hereof, and we 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,
                               EXHIBIT A

                  IMC GLOBAL INC.

            OPINION BACK-UP CERTIFICATE


To:   Sidley & Austin

      I, J. Bradford James, do hereby certify that I am a duly elected,
qualified and acting Chief Financial Officer of IMC Global Inc., a
Delaware corporation (the "Company").

      In connection with the opinions that you have been asked to render
in connection with the "Credit Agreement" (as defined below), Morgan
Guaranty Trust Company of New York, as Senior Managing Agent, and to
Royal Bank of Canada, as Documentation Agent, and to The Chase Manhattan
Bank and NationsBank, N.A., as Co-Syndication Agents, and to Bank of
Montreal, as Administrative Agent, and to J.P. Morgan Securities Inc.,
as Arranger, and to NationsBanc Montgomery Securities, Inc., Royal Bank
of Canada and Harris Trust and Savings Bank as Co-Arrangers under that
certain 364-Day Credit Agreement, dated as of April 1, 1998 (the "Credit
Agreement"), among the Company, as borrower, the Banks, Managing Agents
and Co-Agents parties thereto (the "Banks"), Royal Bank of Canada as
Documentation Agent, The Chase Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents, Bank of Montreal, as Administrative Agent, and
Morgan Guaranty Trust Company of New York, as Senior Managing Agent and
the transactions contemplated thereby (together with the other
documents, instruments and agreements executed in connection therewith,
the "Credit Documents") on the date hereof, I further certify as
follows, to the best of my knowledge and belief after due inquiry:

      1          Set forth on Annex 1 hereto is a true and complete list
of all of the (a) indentures, loan agreements, instruments, mortgages
and (b) other contracts, leases or other agreements and permits to which
the Company is a party or by which any of its assets are bound that are
material to the Company which are in effect as of the date hereof
(collectively, "Material Contracts");

      2          The copies of the aforesaid Material Contracts with
which you have been provided are, to the best of my knowledge and
belief, true, correct and complete copies as amended or modified through
the date hereof;

      3          There are no actions, suits, proceedings,
investigations and arbitrations before any court, governmental or
regulatory body or arbitrator to which the Company is a party or by
which any of its assets may be bound (a) that are material to the
Company or which seek to challenge the validity or enforceability of any
of the Credit Documents (collectively, "Material Proceedings") and (b)
that are pending on the date hereof; and

      4          There are no Material Proceedings threatened against
the Company on the date hereof, and there are no judgments entered in
any jurisdiction against the Company which have not been satisfied in
full as of the date hereof.
      IN WITNESS WHEREOF, I have hereunto set my hand as of the ____ day
of __________ __, 1998.



IMC GLOBAL INC.
                          
By:
                          J. Bradford James
                          Senior Vice President and
                              Chief Financial Officer
                          Annex 1

                     Material Contracts
                                   
                                   
                           [TO BE COMPLETED]
                               EXHIBIT B




Filings and clearance under the Hart-Scott-Rodino Act

Filings with the Securities and Exchange Commission

Approvals of the Boards of Directors of various parties to transactions
contemplated by the Credit Agreement

Approvals of stockholders of the Company and Harris Chemical Group to
the Harris Chemical Acquisition

Reaffirmation of ratings by each of Moody's Investors Service, Inc. and
Standard & Poor's Ratings Services in respect of the Polk County
Development Authority Industrial Development Revenue Bonds (IMC
Fertilizer, Inc. Project) 1991 Tax-Exempt Series A and the Polk County
Development Authority Industrial Development Revenue Bonds (IMC
Fertilizer, Inc. Project) 1992 Tax-Exempt Series A, in each case,
guaranteed by the Company
                                                             EXHIBIT E-2
                                   
               OPINION OF GENERAL COUNSEL OF THE COMPANY


__________ __, 1998


To each of the Banks parties to the "Credit
Agreements" (as defined below), and to Morgan
Guaranty Trust Company of New York, as
Senior Documentation Agent, and to Royal Bank of
Canada, as Documentation Agent, and to The Chase
Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents, and to Bank of Montreal,
as Administrative Agent


                      IMC Global Inc.

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section 3.01(b) of that
certain 364-Day Credit Agreement, dated as of April 1, 1998 (the "Credit
Agreement"), among the Company, as borrower, the Banks, Managing Agents
and Co-Agents parties thereto (the "Banks"), Royal Bank of Canada, as
Documentation Agent, The Chase Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents, Bank of Montreal, as Administrative Agent, and
Morgan Guaranty Trust Company of New York, as Senior Managing Agent, and
the transactions contemplated thereby.  Capitalized terms used herein
and not otherwise defined are used as defined in the Credit Agreement.

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, each of the Notes dated as of even date herewith, and the
Harris Chemical Acquisition Agreement.

In that connection, I have examined:

(a)   counterparts of the Credit Agreement, each of the Notes dated as
of even date herewith, and the Harris Chemical Acquisition Agreement, in
each case executed by each of the parties thereto; and

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


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

In addition, I have examined the originals, or copies certified to my
satisfaction, of such other corporate records of the Company,
certificates of public officials and of officers of the Company, and
agreements, instruments and other documents, as I have deemed necessary
as a basis for the opinions expressed below.  As to questions of fact
material to such opinions, I have, when relevant facts were not
independently established by me, relied upon certificates of public
officials.

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

I am qualified to practice law in the States of New York and Illinois.
This opinion is limited to the laws of the State of New York, 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 each of
the Harris Chemical Acquisition Agreement and the Credit Agreement and
each of the Notes dated as of even date herewith, and the consummation
of the transactions contemplated by the Harris Chemical Acquisition
Agreement and 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 New York or Federal law of
the United States, or any order, writ, judgment, injunction, decree,
determination or award binding on or affecting or any of its properties
or (c) conflict with or result in the breach of, or constitute a default
under, any Relevant Contracts binding on or affecting the Company or any
of its properties or (d) result in or require the creation or imposition
of any Lien upon or with respect to any of the properties of the Company
or any of its Subsidiaries.

3.    No authorization, approval, or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any
third party is required for (a) the due execution, delivery and
performance (i) by the Company of the Harris Chemical Acquisition
Agreement or for the consummation of the transactions contemplated
thereby, or (ii) by the Company of the Credit Agreement and each of the
Notes dated as of even date herewith, or for the consummation of the
transactions contemplated thereby or (b) the exercise by any Agent or
any Bank of its rights under the Credit Agreement and under each of the
Notes dated as of even date herewith, other than, in the case of this
numbered paragraph 3, the authorizations, approvals, actions, notices
and filings listed on Exhibit A.

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

5.    To the best of my knowledge, there is no action, suit,
investigation, litigation or proceed pending or overtly threatened
affecting the Company before any court, governmental agency or
arbitrator that (a) purports to affect the legality, validity, binding
effect or enforceability of the Harris Chemical Acquisition Agreement or
the Credit Agreement or the Notes dated as of even date herewith or the
consummation of the transactions contemplated by the Harris Chemical
Acquisition Agreement or the Credit Agreement or (b) could reasonably be
expected to have a Material Adverse Effect.

6.    The provisions of the Credit Agreement and the Company's Notes
(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 as of even date herewith do not
violate any applicable law of the State of New York relating to usury.

7.    Neither the Company nor any Subsidiary of the Company is an
"investment company," or any "affiliated person" of, or a "promoter" or
"principal underwriter" for, an "investment company," as such terms are
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,

Marschall I. Smith
EXHIBIT A




Filings and clearance under the Hart-Scott-Rodino Act

Filings with the Securities and Exchange Commission

Approvals of the Boards of Directors of various parties to transactions
contemplated by the Credit Agreements

Approvals of stockholders of the Company to the Harris Chemical
Transaction

Reaffirmation of ratings by each of Moody's Investors Service, Inc. and
Standard & Poor's Ratings Services in respect of the Polk County
Development Authority Industrial Development Revenue Bonds (IMC
Fertilizer, Inc. Project) 1991 Tax-Exempt Series A and the Polk County
Development Authority Industrial Development Revenue Bonds (IMC
Fertilizer, Inc. Project) 1992 Tax-Exempt Series A, in each case,
guaranteed by the Company
                                               EXHIBIT F


                     OPINION OF
       DAVIS POLK & WARDWELL, SPECIAL COUNSEL
           FOR THE SENIOR MANAGING AGENT

                                        [Effective Date]

To the Banks, the Documentation Agent,
  the Co-Syndication Agents, the
  Administrative Agent
  and the Senior Managing Agent
  Referred to Below
c/o Morgan Guaranty Trust Company of New York,
as Senior Managing Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

     We have participated in the preparation of the 364-Day Credit
Agreement (the "Credit Agreement") dated as of April 1, 1998 among IMC
Global Inc., a Delaware corporation (the "Company"), the Banks,
Managing Agents and Co-Agents from time to time parties thereto, Royal
Bank of Canada, as Documentation Agent, The Chase Manhattan Bank and
NationsBank, N.A., as Co-Syndication Agents, Bank of Montreal, as
Administrative Agent, and Morgan Guaranty Trust Company of New York, as
Senior Managing Agent (the "Senior Managing Agent"), and have acted as
special counsel for the Senior Managing 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.

     We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have
conducted such other investigations of fact and law as we have deemed
necessary or advisable for purposes of this opinion.

     Upon the basis of the foregoing, we are of the opinion that:

 1. The execution, delivery and performance by the Company of the
Credit Agreement and its Notes are within the Company's corporate
powers and have been duly authorized by all necessary corporate action.

 2. The Credit Agreement constitutes a valid and binding agreement of
the Company and its Notes, if and when issued, constitute valid and
binding obligations of the Company, in each case enforceable in
accordance with their respective terms, except as the same may be
limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and by general principles of equity.
     In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction (except the State of New
York) in which any Bank is located which limits the rate of interest
that such Bank may charge or collect.

     This opinion is rendered solely to you in connection with the
above matter.  This opinion may not be relied upon by you for any other
purpose or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent.

                         Very truly yours,
                                               EXHIBIT G


        ASSIGNMENT AND ASSUMPTION AGREEMENT

     AGREEMENT dated as of _________, ____ among [ASSIGNOR] (the
"Assignor"), [ASSIGNEE] (the "Assignee"), IMC GLOBAL INC. (the
"Company") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Senior
Managing Agent (the "Senior Managing Agent").

                W I T N E S S E T H

     WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the 364-Day Credit Agreement dated as of April
1, 1998, among the Company, the Assignor and the other Banks, Managing
Agents and Co-Agents parties thereto, Royal Bank of Canada, as
Documentation Agent, The Chase Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents, and Morgan Guaranty Trust Company of New York,
as Senior Managing Agent (the "Credit Agreement");

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

     WHEREAS, Committed Loans made to the Borrowers by the Assignor
under the Credit Agreement in the aggregate principal amount 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 Committed Loans, and the Assignee proposes to accept
assignment of such rights and assume the corresponding obligations from
the Assignor on such terms;(1)

     NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements 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 Committed Loans
made by the Assignor outstanding at the date hereof.  Upon the
execution and delivery hereof by the Assignor, the Assignee, the
Company and the Senior Managing Agent, 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.(2)  It is understood that facility 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 and the Senior Managing Agent pursuant
to Section 11.06(c) of the Credit Agreement.  The execution of this
Agreement by the Company and the Senior Managing 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 New York.

     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.

---------------------------------
(2) Amount should combine principal together with accrued interest and
   breakage compensation, if any, to be paid by the Assignee.  It may
   be preferable in an appropriate case to specify these amounts
   generically or by formula rather than as a fixed sum.
     
     
     
     
     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:
      

    
                     MORGAN GUARANTY TRUST COMPANY OF
                            NEW YORK, as Senior Managing Agent
                     
                     
                     
                     By
                    Title:




                


                


                                              EXHIBIT H


              FORM OF ELECTION TO PARTICIPATE

                                         [Date]

Morgan Guaranty Trust Company of New York,
as Senior Managing Agent for
the Banks parties to the 364-Day Credit
Agreement dated as of April 1, 1998
among IMC Global Inc., the Banks, Managing
Agents and Co-Agents parties thereto,
Royal Bank of Canada, as Documentation Agent,
The Chase Manhattan Bank and NationsBank, N.A.,
as Co-Syndication Agents, Bank of Montreal,
as Administrative Agent, and
Morgan Guaranty Trust Company
of New York, as Senior Managing 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 New York.

                      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.
                      MORGAN GUARANTY TRUST COMPANY,
                          OF NEW YORK, as Senior Managing Agent


                      By____________________________
                              Title:
                                               EXHIBIT I


           FORM OF ELECTION TO TERMINATE

                                              [Date]

Morgan Guaranty Trust Company of New York,
  as Senior Managing Agent for
  the Banks parties to the 364-Day Credit
  Agreement dated as of April 1, 1998
  among IMC Global Inc., the Banks, Managing
  Agents and Co-Agents parties thereto,
  Royal Bank of Canada, as Documentation Agent,
  The Chase Manhattan Bank and NationsBank, N.A.,
  as Co-Syndication Agents, Bank of Montreal,
  as Administrative Agent, and
  Morgan Guaranty Trust Company
  of New York, as Senior Managing 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 New York.
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.
                      MORGAN GUARANTY TRUST COMPANY,
                          OF NEW YORK, as Senior Managing 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 ___________

Morgan Guaranty Trust Company of New York,
  as Senior Managing Agent under the Credit Agreement referred to below

Ladies and Gentlemen:

     The undersigned (the "Borrower") refers to the 364-Day Credit
Agreement dated as of April 1, 1998 (as the same may be amended from
time to time, the "Credit Agreement") among IMC Global Inc., the Banks,
Managing Agents and Co-Agents parties thereto, Royal Bank of Canada, as
Documentation Agent, The Chase Manhattan Bank and NationsBank, N.A., as
Co-Syndication Agents, Bank of Montreal, as Administrative Agent, and
Morgan Guaranty Trust Company of New York, as Senior Managing 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:         _________________________________



     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)   the aggregate outstanding principal amount of the Loans will
not exceed the aggregate amount of the Commitments;

     (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 aggregate
outstanding principal amount of the Loans) 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
                                                                       
Morgan Guaranty Trust Company of New York,
      as Senior Managing Agent under the Credit Agreement referred to
below

Ladies and Gentlemen:

     The undersigned (the "Borrower") refers to the 364-Day Credit
Agreement dated as of April 1, 1998 (as the same may be amended from
time to time, the "Credit Agreement"), among IMC Global Inc., the
Banks, Managing Agents and Co-Agents parties thereto, Royal Bank of
Canada, as Documentation Agent, The Chase Manhattan Bank and
NationsBank, N.A., as Co-Syndication Agents, Bank of Montreal, as
Administrative Agent, and Morgan Guaranty Trust Company of New York, as
Senior Managing 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: