AMENDED AND RESTATED CREDIT AGREEMENT

 EXHIBIT 10.61
                                                  EXECUTION COPY

                             $150,000,000

                AMENDED AND RESTATED CREDIT AGREEMENT

                      Dated as of July 31, 1995

                                Among

                      IMC GLOBAL OPERATIONS INC.

                             as Borrower

                                 and

                           IMC GLOBAL INC.

                             as Guarantor

                                 and

                        THE BANKS NAMED HEREIN

                               as Banks

                                 and

                            CITIBANK, N.A.

        as Administrative Agent, Co-Agent, and Swing Line Bank

                                 and

                 NATIONSBANK OF NORTH CAROLINA, N.A.

                             as Co-Agent

                                 and

         COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

                             as Co-Agent
                          TABLE OF CONTENTS

                                                                   Page

                              ARTICLE I

                   DEFINITIONS AND ACCOUNTING TERMS

          1.01.  Certain Defined Terms                                1
          1.02.  Computation of Time Periods                         23
          1.03.  Accounting Terms                                    23

                              ARTICLE II

                  AMOUNTS AND TERMS OF THE ADVANCES
                      AND THE LETTERS OF CREDIT

          2.01.  The Advances                                        23
          2.02.  Making the Advances                                 24
          2.03.  Repayment                                           27
          2.04.  Optional Reduction of the Commitments               27
          2.05.  Prepayments                                         27
          2.06.  Interest                                            29
          2.07.  Fees                                                29
          2.08.  Conversion of Advances                              30
          2.09.  Increased Costs, Etc.                               31
          2.10.  Payments and Computations                           33
          2.11.  Taxes                                               34
          2.12.  Sharing of Payments, Etc.                           36
          2.13.  Letters of Credit                                   37
          2.14.  Use of Proceeds                                     41
          2.15.  Defaulting Lenders                                  42

     ARTICLE III

                        CONDITIONS OF LENDING

          3.01.  Conditions Precedent to Effectiveness of
          Sections 2.01 and 2.13.                                    44
          3.02.  Conditions Precedent to Each Borrowing and
          Issuance, Etc.                                             48
          3.03.  Determinations Under Section 3.01                   49

                              ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES

          4.01.  Representations and Warranties of the Borrower
          and the Guarantor                                          50

                              ARTICLE V

             COVENANTS OF THE BORROWER AND THE GUARANTOR

          5.01.  Affirmative Covenants                               56
          5.02.  Negative Covenants                                  61
          5.03.  Reporting Requirements                              68
          5.04.  Financial Covenants                                 72

                              ARTICLE VI

                          EVENTS OF DEFAULT

          6.01.  Events of Default                                   73
          6.02.  Actions in Respect of the Letters of Credit Upon
          Default                                                    76

                             ARTICLE VII

                               GUARANTY

          7.01.  Guaranty                                            77
          7.02.  Guaranty Absolute                                   77
          7.03.  Waiver                                              78
          7.04.  Payments Free and Clear of Taxes, Etc.              79
          7.05.  Continuing Guaranty; Assignments                    79
          7.06.  Subrogation                                         80

                             ARTICLE VIII

              THE ADMINISTRATIVE AGENT AND THE CO-AGENTS

          8.01.  Authorization and Action                            81
          8.02.  Administrative Agent's and Co-Agent's Reliance,
          Etc.                                                       81
          8.03.  Citibank, NationsBank, Rabobank and Affiliates      82
          8.04.  Lender Credit Decision                              82
          8.05.  Indemnification                                     82
          8.06.  Successor Administrative Agents and Co-Agents       83

                              ARTICLE IX

                            MISCELLANEOUS

          9.01.  Amendments, Etc.                                    84
          9.02.  Notices, Etc.                                       84
          9.03.  No Waiver; Remedies                                 85
          9.04.  Costs and Expenses                                  85
          9.05.  Right of Set-off                                    87
          9.06.  Binding Effect                                      87
          9.07.  Assignments and Participations                      87
          9.08.  Governing Law                                       90
          9.09.  Execution in Counterparts                           90
          9.10.  No Liability of the Issuing Banks                   90
          9.11.  Confidentiality                                     91
          9.12.  Effective Date Assignments; Etc.                    91
          9.13.  Waiver of Jury Trial                                93

Schedules

  Schedule I         -           Commitments and Applicable Lending
Offices

  Schedule 2.13(f)   -           Existing Letters of Credit

  Schedule 3.01(c)   -           Disclosed Litigation

  Schedule 4.01(b)   -           List of Subsidiaries

  Schedule 4.01(m)   -           Plans, Multiemployer Plans and Welfare
Plans

  Schedule 4.01(t)   -           Environmental Laws Disclosure

  Schedule 4.01(u)   -           Environmental Investigation and
Cleanup Properties

  Schedule 4.01(v)   -           Hazardous Materials Properties

  Schedule 4.01(z)   -           JV Existing Debt and Existing Debt

  Schedule 4.01(aa)  -           Material Contracts

  Schedule 4.01(bb)  -           Existing Investments

  Schedule 4.01(cc)  -           Existing Leases

  Schedule 5.02(a)   -           Existing Liens

  Schedule 5.02(e)   -           Specified Assets for Sale

  Schedule 9.12      -          Existing Lenders, Existing Issuing
                     Banks, Existing Commitments and Existing Advances

Exhibits

  Exhibit A   -  Form of Note

  Exhibit B   -  Form of Notice of Borrowing

  Exhibit C   -  Form of Assignment and Acceptance

  Exhibit D   -  Form of Opinion of New York Counsel
                   for the Borrower and the Guarantor

  Exhibit E      -    Form of Opinion of General Counsel of the
                 Borrower and the
                    Guarantor

  Exhibit F   -  Subordination Agreement

  Exhibit G-1 -  Subordinated Intercompany Note
                   ($215,000,000)

  Exhibit G-2 -  Subordinated Intercompany Note
                   ($260,000,000)

  Exhibit G-3 -  Subordinated Intercompany Note
                   ($160,000,000)

             AMENDED AND RESTATED CREDIT AGREEMENT

          AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31,
1995 among IMC GLOBAL OPERATIONS INC., a Delaware corporation formerly
known as IMC Fertilizer, Inc. (the "Borrower"), IMC GLOBAL INC., a
Delaware corporation formerly known as IMC Fertilizer Group, Inc. (the
"Guarantor"), the banks (the "Banks") listed on the signature pages
hereof, and CITIBANK, N.A. ("Citibank"), as administrative agent
(together with any successor appointed pursuant to Article VIII, the
"Administrative Agent"), co-agent and Swing Line Bank (as hereinafter
defined) and NATIONSBANK OF NORTH CAROLINA, N.A. ("NationsBank"), as
co-agent, and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
("Rabobank"), as co-agent (together with Citibank and NationsBank and
any successors appointed pursuant to Article VIII, the "Co-Agents") for
the Lenders hereunder.

          PRELIMINARY STATEMENTS.  The Borrower and the Guarantor
entered into a Credit Agreement dated as of June 29, 1993 (as amended
through the date hereof, the "Existing Credit Agreement") with certain
lenders parties thereto (the "Existing Lenders"), Citibank, as
administrative agent for the Existing Lenders, and Citibank,
NationsBank and Rabobank, as co-agents.  The Borrower and the Guarantor
have requested that the Lenders, the Co-Agents and the Administrative
Agent amend and restate the Existing Credit Agreement as hereinafter
set forth, and the Lenders, the Co-Agents and the Administrative Agent
have agreed to do so.  The Guarantor has agreed to guarantee the due
and punctual payment and performance by the Borrower of its Obligations
(as hereinafter defined) to the Administrative Agent, the Co-Agents and
the Lenders pursuant hereto.  The Lenders have indicated their
willingness to agree to lend to the Borrower an aggregate principal
amount of up to $150,000,000 on the terms and conditions of this
Agreement.

          NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto
hereby agree that as of the Effective Date, the Existing Credit
Agreement is hereby amended and restated as follows:

     ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01.  Certain Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms
of the terms defined):

          "Administrative Agent" has the meaning specified in the
     recital of parties to this Agreement.

          "Administrative Agent's Account" means the account of the
     Administrative Agent maintained by the Administrative Agent with
     Citibank at its office at 399 Park Avenue, New York, New York
     10043, Account No. 40548046, Account Name:  WCG Loan Payment
     Account, Attention:  Stephanie James.

          "Advance" means a Working Capital Advance, a Swing Line
     Advance or a Letter of Credit Advance.

          "Affiliate" means, as to any Person, any other Person that,
     directly or indirectly, controls, is controlled by or is under
     common control with such Person or is a director or officer of
     such Person.  For purposes of this definition, the term "control"
     (including the terms "controlling," "controlled by" and "under
     common control with") of a Person means the possession, direct or
     indirect, of the power to vote 5% or more of the Voting Stock of
     such Person or to direct or cause the direction of the management
     and policies of such Person, whether through the ownership of
     Voting Stock, by contract or otherwise.

          "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of a
     Base Rate Advance and such Lender's Eurodollar Lending Office in
     the case of a Eurodollar Rate Advance.

          "Applicable Margin" means, in the case of Base Rate Advances
     and Eurodollar Rate Advances, at any time a rate equal to the rate
     per annum set forth in the table below under the heading
     "Applicable Margin for Base Rate Advances" or "Applicable Margin
     for Eurodollar Rate Advances", as the case may be, opposite the
     leverage ratio (calculated as set forth in Section 5.04(c) (the
     "Leverage Ratio")) set forth below as calculated based on the most
     recent financial statements required to be delivered by the
     Borrower and the Guarantor pursuant to Section 5.03(b) or (c).

     Level       Leverage Ratio        Applicab    Applicable
                                          le       Margin for
                                        Margin     Eurodollar
                                         for        Advances
                                         Base
                                         Rate
                                       Advances
                                                        
     Level 1     Less than or equal       0.00%          0.625%
                 to 0.4000
     Level 2     Greater than 0.4000      0.00%          0.750%
                 and less than or
                 equal to 0.4725
     Level 3     Greater than 0.4725      0.00%           1.00%
                 and less than or
                 equal to 0.4897
     Level 4     Greater than 0.4897      0.50%           1.50%
                 and less than or
                 equal to 0.5068
     Level 5     Greater than 0.5068      1.00%           2.00%

     The Applicable Margin for Swing Line Advances shall be a
     percentage per annum equal to the Applicable Margin in effect from
     time to time for Working Capital Advances that are Base Rate
     Advances less the Unused Commitment Fee Rate in effect at such
     time.

          "Assignment and Acceptance" means an assignment and
     acceptance entered into by a Lender and an Eligible Assignee, and
     accepted by the Administrative Agent, in accordance with Section
     9.07 and in substantially the form of Exhibit C hereto.

          "Available Amount" of any Letter of Credit means, at any
     time, the maximum amount available to be drawn under such Letter
     of Credit at such time (assuming compliance at such time with all
     conditions to drawing).

          "Bank" has the meaning specified in the recital of parties to
     this Agreement.

          "Base Rate" means a fluctuating interest rate per annum in
     effect from time to time, which rate per annum shall at all times
     be equal to the highest of:

                    (a)  the rate of interest announced publicly by
          Citibank in New York, New York, from time to time, as
          Citibank's base rate;

                    (b)  the sum (adjusted to the nearest 1/4 of 1% or,
          if there is no nearest 1/4 of 1%, to the next higher 1/4 of
          1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained
          by dividing (A) the latest three-week moving average of
          secondary market morning offering rates in the United States
          for three-month certificates of deposit of major United
          States money market banks, such three-week moving average
          (adjusted to the basis of a year of 360 days) being
          determined weekly on each Monday (or, if such day is not a
          Business Day, on the next succeeding Business Day) for the
          three-week period ending on the previous Friday by Citibank
          on the basis of such rates reported by certificate of deposit
          dealers to and published by the Federal Reserve Bank of New
          York or, if such publication shall be suspended or
          terminated, on the basis of quotations for such rates
          received by Citibank from three New York certificate of
          deposit dealers of recognized standing selected by Citibank,
          by (B) a percentage equal to 100% minus the average of the
          daily percentages specified during such three-week period by
          the Board of Governors of the Federal Reserve System (or any
          successor) for determining the maximum reserve requirement
          (including, but not limited to, any emergency, supplemental
          or other marginal reserve requirement) for Citibank with
          respect to liabilities consisting of or including (among
          other liabilities) three-month U.S. dollar non-personal time
          deposits in the United States, plus (iii) the average during
          such three-week period of the annual assessment rates
          estimated by Citibank for determining the then current annual
          assessment payable by Citibank to the Federal Deposit
          Insurance Corporation (or any successor) for insuring U.S.
          dollar deposits of Citibank in the United States; and

                    (c)  1/2 of 1% per annum above the Federal Funds
          Rate.

          "Base Rate Advance" means an Advance that bears interest as
     provided in Section 2.06(a)(i).

          "Borrower" has the meaning specified in the recital of
     parties to this Agreement.

          "Borrower's Account" means the account of the Borrower
     maintained by the Borrower with Citibank at its office at 399 Park
     Avenue, New York, New York 10043, Account No. 40508677.

          "Borrowing" means a Working Capital Borrowing or a Swing Line
     Borrowing.

          "Business Day" means a day of the year on which banks are not
     required or authorized to close in New York City and, if the
     applicable Business Day relates to any Eurodollar Rate Advances,
     on which dealings are carried on in the London interbank market.

          "Capital Stock" means any and all shares or other equivalents
     (however designated) of corporate stock.

          "Capitalization" means the sum of Consolidated net worth
     (calculated as set forth in Section 5.04(a)) plus Consolidated
     Funded Debt.

          "Capitalized Leases" has the meaning specified in clause (e)
     of the definition of Debt.

          "Cash Equivalents" means any of the following, to the extent
     owned by the Borrower, the Guarantor, or any of their respective
     Subsidiaries free and clear of all Liens and having a maturity of
     not greater than 90 days from the date of issuance thereof:  (a)
     readily marketable direct obligations of the Government of the
     United States or any agency or instrumentality thereof or
     obligations unconditionally guaranteed by the full faith and
     credit of the Government of the United States, (b) insured
     certificates of deposit of or time deposits with any commercial
     bank that (i) is a Lender or a member of the Federal Reserve
     System, (ii) issues (or the parent of which issues) commercial
     paper rated as described in clause (c), (iii) is organized under
     the laws of the United States or any State thereof and (iv) has
     combined capital and surplus of at least $1 billion, (c)
     commercial paper in an aggregate amount of no more than $5,000,000
     per issuer outstanding at any time, issued by any corporation
     organized under the laws of any State of the United States and
     rated at least "Prime-1" (or the then equivalent grade) by Moody's
     or "A-1" (or the then equivalent grade) by S&P or (d) investments
     in money market or mutual funds that invest primarily in Cash
     Equivalents of the types described in clauses (a), (b) and (c)
     above.

          "CERCLA" means the Comprehensive Environmental Response,
     Compensation and Liability Act of 1980.

          "Citibank" has the meaning specified in the recital of
     parties to this Agreement.

          "Co-Agents" has the meaning specified in the recital of
     parties to this Agreement.

          "Commitment" means a Working Capital Commitment or a Letter
     of Credit Commitment.

          "Confidential Information" means information that the
     Borrower or the Guarantor furnishes to the Administrative Agent,
     any Co-Agent or any Lender in a writing designated as
     confidential, but does not include any such information that is or
     becomes generally available to the public other than as a result
     of a breach by the Administrative Agent, any Co-Agent or any
     Lender of its obligations hereunder or that is or becomes
     available to the Administrative Agent, such Co-Agent or such
     Lender from a source other than the Borrower or the Guarantor.

          "Consolidated" refers to the consolidation of accounts in
     accordance with GAAP.

          "Consolidated Funded Debt" as of any date means the aggregate
     amount of the Funded Debt of the Guarantor and its Subsidiaries
     outstanding on that date.

          "Conversion", "Convert" and "Converted" each refer to a
     conversion of Advances of one Type into Advances of the other Type
     pursuant to Section 2.08 or 2.09.

          "Current Interest" has the meaning specified in the Section
     4.01 of the Partnership Agreement.

          "Debt" of any Person means, without duplication (a) all
     indebtedness of such Person for borrowed money, (b) all
     Obligations of such Person for the deferred purchase price of
     property or services (other than trade payables not overdue by
     more than 60 days incurred in the ordinary course of such Person's
     business), (c) all Obligations of such Person evidenced by notes,
     bonds, debentures or other similar instruments, (d) all
     Obligations of such Person created or arising under any
     conditional sale or other title retention agreement with respect
     to property acquired by such Person (even though the rights and
     remedies of the seller or lender under such agreement in the event
     of default are limited to repossession or sale of such property),
     (e) all Obligations of such Person as lessee under leases that
     have been or should be, in accordance with GAAP, recorded as
     capital leases ("Capitalized Leases"), (f) all Obligations,
     contingent or otherwise, of such Person under acceptance, letter
     of credit or similar facilities, (g) all Obligations of such
     Person to purchase, redeem, retire, defease or otherwise make any
     payment in respect of any capital stock of or other ownership or
     profit interest in such Person or any of its Affiliates or any
     warrants, rights or options to acquire such capital stock, valued,
     in the case of Redeemable Preferred Stock, at the greater of its
     voluntary or involuntary liquidation preference plus accrued and
     unpaid dividends, (h) all Obligations of such Person for
     production payments from property operated by or on behalf of such
     Person and other similar arrangements with respect to natural
     resources, (i) all Debt of others referred to in clauses (a)
     through (h) above guaranteed directly or indirectly in any manner
     by such Person, or in effect guaranteed directly or indirectly by
     such Person through an agreement (i) to pay or purchase such Debt
     or to advance or supply funds for the payment or purchase of such
     Debt, (ii) to purchase, sell or lease (as lessee or lessor)
     property, or to purchase or sell services, primarily for the
     purpose of enabling the debtor to make payment of such Debt or to
     assure the holder of such Debt against loss, (iii) to supply funds
     to or in any other manner invest in the debtor (including any
     agreement to pay for property or services irrespective of whether
     such property is received or such services are rendered) or (iv)
     otherwise to assure a creditor against loss, and (j) all Debt
     referred to in clauses (a) through (h) above secured by (or for
     which the holder of such Debt has an existing right, contingent or
     otherwise, to be secured by) any Lien on property (including,
     without limitation, accounts and contract rights) owned by such
     Person, even though such Person has not assumed or become liable
     for the payment of such Debt.

          "Default" means any Event of Default or any event that would
     constitute an Event of Default but for the requirement that notice
     be given or time elapse or both.

          "Defaulted Advance" means, with respect to any Lender at any
     time, the amount of any Advance required to be made by such Lender
     to the Borrower pursuant to Section 2.01 at or prior to such time
     which has not been so made as of such time; provided, however, any
     Advance made by the Administrative Agent for the account of such
     Lender pursuant to Section 2.02(e) shall not be considered a
     Defaulted Advance even if, at such time, such Lender shall not
     have reimbursed the Administrative Agent therefor as provided in
     Section 2.02(e).  In the event that a portion of a Defaulted
     Advance shall be deemed made pursuant to Section 2.15(a), the
     remaining portion of such Defaulted Advance shall be considered a
     Defaulted Advance originally required to be made pursuant to
     Section 2.01 on the same date as the Defaulted Advance so deemed
     made in part.

          "Defaulted Amount" means, with respect to any Lender at any
     time, any amount required to be paid by such Lender to the
     Administrative Agent or any other Lender hereunder or under any
     other Loan Document at or prior to such time which has not been so
     paid as of such time, including, without limitation, any amount
     required to be paid by such Lender to (a) the Swing Line Bank
     pursuant to Section 2.02(b) to purchase a portion of a Swing Line
     Advance made by the Swing Line Bank, (b) any Issuing Bank pursuant
     to Section 2.13(c) to purchase a portion of a Letter of Credit
     Advance made by such Issuing Bank, (c) the Administrative Agent
     pursuant to Section 2.02(e) to reimburse the Administrative Agent
     for the amount of any Advance made by the Administrative Agent for
     the account of such Lender, (d) any other Lender pursuant to
     Section 2.12 to purchase any participation in Advances owing to
     such other Lender and (e) the Administrative Agent or any Co-Agent
     pursuant to Section 8.05 to reimburse the Administrative Agent or
     such Co-Agent, as the case may be, for such Lender's ratable share
     of any amount required to be paid by the Lenders to the
     Administrative Agent or such Co-Agent, as the case may be as
     provided therein.  In the event that a portion of a Defaulted
     Amount shall be deemed paid pursuant to Section 2.15(b), the
     remaining portion of such Defaulted Amount shall be considered a
     Defaulted Amount originally required to be made hereunder or under
     any other Loan Document on the same date as the Defaulted Amount
     so deemed paid in part.

          "Defaulting Lender" means, at any time, any Lender that, at
     such time, (a) owes a Defaulted Advance or a Defaulted Amount or
     (b) shall take or be the subject of any action or proceeding of a
     type described in Section 6.01(f).

          "Disclosed Litigation" has the meaning specified in Section
     3.01(c).

          "Domestic Lending Office" means, with respect to any Lender,
     the office of such Lender specified as its "Domestic Lending
     Office" opposite its name on Schedule I hereto or in the
     Assignment and Acceptance pursuant to which it became a Lender, or
     such other office of such Lender as such Lender may from time to
     time specify to the Borrower and the Administrative Agent.

          "EBITDA" means, for any period, net income (or net loss) plus
     the sum of (a) interest expense, (b) income tax expense, (c) the
     "JV Consolidation Adjustment" (calculated on the same basis as in
     the pro forma financial statements furnished to the Lenders
     pursuant to Section 3.01(i)(vii)), if any, and (d) depreciation,
     amortization and depletion expense (including, without limitation,
     depreciation, amortization and depletion expense relating to oil
     and gas-producing properties but excluding depreciation,
     amortization and depletion expense included in the "JV
     Consolidation Adjustment" referred to in clause (c) above), but
     excluding in any event any income, loss or expense of the Joint
     Venture Company attributable to Freeport (calculated based on the
     Current Interest then held by it in the Joint Venture Company), in
     each case determined in accordance with GAAP for such period.

          "Effective Date" has the meaning specified in Section 3.01.

          "Eligible Assignee" means (a) with respect to the Working
     Capital Facility, (i) a commercial bank organized under the laws
     of the United States, or any State thereof, and having a combined
     capital and surplus of at least $250,000,000; (ii) a savings and
     loan association or savings bank organized under the laws of the
     United States, or any state thereof, and having a combined capital
     and surplus of at least $250,000,000; (iii) a commercial bank
     organized under the laws of any other country that is a member of
     the OECD or has concluded special lending arrangements with the
     International Monetary Fund associated with its General
     Arrangements to Borrow, or a political subdivision of any such
     country, and having a combined capital and surplus of at least
     $250,000,000, so long as such bank is acting through a branch or
     agency located in the United States; and (iv) a finance company,
     insurance company or other financial institution or fund (whether
     a corporation, partnership, trust or other entity) that is engaged
     in making, purchasing or otherwise investing in commercial loans
     in the ordinary course of its business and having a combined
     capital and surplus of at least $250,000,000 and (b) with respect
     to the Letter of Credit Facility, a Person that is an Eligible
     Assignee under subclause (i) or (iii) of clause (a) of this
     definition and is approved by the Co-Agents and the Borrower, such
     approval not to be unreasonably withheld; provided, however, that
     an Affiliate of the Borrower shall not qualify as an Eligible
     Assignee under clause (a) or (b) of this definition; provided
     further, however, that the long-term debt of any Eligible Assignee
     or its parent shall be rated at least "A3" (or the equivalent
     grade) by Moody's or "A-" (or the equivalent grade) by S&P.

          "Environmental Action" means any administrative, regulatory
     or judicial action, suit, demand, demand letter, claim, notice of
     non-compliance or violation, investigation, proceeding, consent
     order or consent agreement relating in any way to any
     Environmental Law or any Environmental Permit including, without
     limitation, (a) any claim by any governmental or regulatory
     authority for enforcement, cleanup, removal, response, remedial or
     other actions or damages pursuant to any Environmental Law and (b)
     any claim by any third party seeking damages, contribution,
     indemnification, cost recovery, compensation or injunctive relief
     resulting from Hazardous Materials or arising from alleged injury
     or threat of injury to health, safety or the environment.

          "Environmental Law" means any federal, state or local law,
     rule, regulation, order, writ, judgment, injunction, decree,
     determination or award relating to the environment, health, safety
     or Hazardous Materials, including, without limitation, CERCLA, the
     Resource Conservation and Recovery Act, the Hazardous Materials
     Transportation Act, the Clean Water Act, the Toxic Substances
     Control Act, the Clean Air Act, the Safe Drinking Water Act, the
     Atomic Energy Act, the Federal Insecticide, Fungicide and
     Rodenticide Act and the Occupational Safety and Health Act.

          "Environmental Permit" means any permit, approval,
     identification number, license or other authorization required
     under any Environmental Law.

          "ERISA" means the Employee Retirement Income Security Act of
     1974, as amended from time to time, and the regulations
     promulgated and rulings issued thereunder.

          "ERISA Affiliate" of any Person means any other Person that
     for purposes of Title IV of ERISA is a member of such Person's
     controlled group, or under common control with such Person, within
     the meaning of Section 414 of the Internal Revenue Code.

          "ERISA Event" with respect to any Person means (a) (i) the
     occurrence of a reportable event, within the meaning of Section
     4043 of ERISA, with respect to any Plan of such Person or any of
     its ERISA Affiliates unless the 30-day notice requirement with
     respect to such event has been waived by the PBGC or (ii) the
     requirements of subsection (1) of Section 4043(b) of ERISA
     (without regard to subsection (2) of such Section) are met with
     respect to a contributing sponsor, as defined in Section
     4001(a)(13) of ERISA, of a Plan, and an event described in
     paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of
     ERISA is reasonably expected to occur with respect to such Plan
     within the following 30 days; (b) the provision by the
     administrator of any Plan of such Person or any of its ERISA
     Affiliates of a notice of intent to terminate such Plan, pursuant
     to Section 4041(a)(2) of ERISA (including any such notice with
     respect to a plan amendment referred to in Section 4041(e) of
     ERISA); (c) the cessation of operations at a facility of such
     Person or any of its ERISA Affiliates in the circumstances
     described in Section 4062(e) of ERISA; (d) the withdrawal by such
     Person or any of its ERISA Affiliates from a Multiple Employer
     Plan during a plan year for which it was a substantial employer,
     as defined in Section 4001(a)(2) of ERISA; (e) the failure by such
     Person or any of its ERISA Affiliates to make a payment to a Plan
     required under Section 302(f)(1) of ERISA; (f) the adoption of an
     amendment to a Plan of such Person or any of its ERISA Affiliates
     requiring the provision of security to such Plan, pursuant to
     Section 307 of ERISA; or (g) the institution by the PBGC of
     proceedings to terminate a Plan of such Person or any of its ERISA
     Affiliates, pursuant to Section 4042 of ERISA, or the occurrence
     of any event or condition described in Section 4042 of ERISA that
     could constitute grounds for the termination of, or the
     appointment of a trustee to administer, such Plan.

          "Eurocurrency Liabilities" has the meaning specified in
     Regulation D of the Board of Governors of the Federal Reserve
     System, as in effect from time to time.

          "Eurodollar Lending Office" means, with respect to any
     Lender, the office of such Lender specified as its "Eurodollar
     Lending Office" opposite its name on Schedule I hereto or in the
     Assignment and Acceptance pursuant to which it became a Lender
     (or, if no such office is specified, its Domestic Lending Office),
     or such other office of such Lender as such Lender may from time
     to time specify to the Borrower and the Administrative Agent.

          "Eurodollar Rate" means, for any Interest Period for all
     Eurodollar Rate Advances comprising part of the same Borrowing, an
     interest rate per annum equal to the rate per annum obtained by
     dividing (a) the rate per annum at which deposits in U.S. dollars
     are offered by the principal office of Citibank in London, England
     to prime banks in the London interbank market at 11:00 A.M.
     (London time) two Business Days before the first day of such
     Interest Period in an amount substantially equal to Citibank's
     Eurodollar Rate Advance comprising part of such Borrowing to be
     outstanding during such Interest Period and for a period equal to
     such Interest Period by (b) a percentage equal to 100% minus the
     Eurodollar Rate Reserve Percentage for such Interest Period.

          "Eurodollar Rate Advance" means an Advance that bears
     interest as provided in Section 2.06(a)(ii).

          "Eurodollar Rate Reserve Percentage" for any Interest Period
     for all Eurodollar Rate Advances comprising part of the same
     Borrowing means the reserve percentage applicable two Business
     Days before the first day of such Interest Period under
     regulations issued from time to time by the Board of Governors of
     the Federal Reserve System (or any successor) for determining the
     maximum reserve requirement (including, without limitation, any
     emergency, supplemental or other marginal reserve requirement) for
     a member bank of the Federal Reserve System in New York City with
     respect to liabilities or assets consisting of or including
     Eurocurrency Liabilities (or with respect to any other category of
     liabilities that includes deposits by reference to which the
     interest rate on Eurodollar Rate Advances is determined) having a
     term equal to such Interest Period.

          "Events of Default" has the meaning specified in Section
     6.01.

          "Existing Advance" means, for each Existing Lender, all of
     such Existing Lender's rights in and to, and all of its
     obligations under, the Advances (as defined in the Existing Credit
     Agreement) owing to it under the Existing Credit Agreement, the
     aggregate amount of which for each Existing Lender is set forth
     opposite its name on Schedule 9.12 hereto.

          "Existing Commitments" means the Existing Working Capital
     Commitments and the Existing Letter of Credit Commitments.

          "Existing Credit Agreement" has the meaning specified in the
     Preliminary Statements.

          "Existing Issuing Banks" means the Issuing Banks under and as
     defined in the Existing Credit Agreement.

          "Existing Lenders" has the meaning specified in the
     Preliminary Statements.

          "Existing Letter of Credit Commitment" means, for each
     Existing Issuing Bank, all of such Existing Issuing Bank's rights
     in and to, and all of its obligations under, the Letter of Credit
     Commitment (as defined in the Existing Credit Agreement) held by
     it under the Existing Credit Agreement, the aggregate amount of
     which for each Existing Issuing Bank is set forth opposite its
     name on Schedule 9.12 hereto.

          "Existing Letters of Credit" has the meaning specified in
     Section 2.13(f).

          "Existing Working Capital Commitment" means, for each
     Existing Lender, all of such Existing Lender's rights in and to,
     and all of its obligations under, the Working Capital Commitment
     (as defined in the Existing Credit Agreement) held by it under the
     Existing Credit Agreement, the aggregate amount of which for each
     Existing Lender is set forth opposite its name on Schedule 9.12
     hereto.

          "Facility" means the Working Capital Facility, the Swing Line
     Facility or the Letter of Credit Facility.

          "Federal Funds Rate" means, for any period, a fluctuating
     interest rate per annum equal for each day during such period to
     the weighted average of the rates on overnight Federal funds
     transactions with members of the Federal Reserve System arranged
     by Federal funds brokers, as published for such day (or, if such
     day is not a Business Day, for the next preceding Business Day) by
     the Federal Reserve Bank of New York, or, if such rate is not so
     published for any day that is a Business Day, the average of the
     quotations for such day for such transactions received by the
     Administrative Agent from three Federal funds brokers of
     recognized standing selected by it.

          "Freeport" means Freeport-McMoRan Resource Partners, Limited
     Partnership, a Delaware limited partnership.

          "Funded Debt"  means, with respect to any Person, all Debt of
     such Person which by its terms or by the terms of any instrument
     or agreement relating thereto matures, or which is otherwise
     payable or unpaid, more than one year from, or is directly or
     indirectly renewable or extendible at the option of the debtor to
     a date more than one year (including an option of the debtor under
     a revolving credit or similar agreement obligating the lender or
     lenders to extend credit over a period of more than one year)
     from, the date of the creation thereof.

          "GAAP" has the meaning specified in Section 1.03.

          "Guarantor" has the meaning specified in the recital of
     parties to this Agreement.

          "Guaranty" means the Guaranty set forth in Article VII.

          "Hazardous Materials" means (a) petroleum or petroleum
     products, natural or synthetic gas, asbestos in any form that is
     or could become friable, urea formaldehyde foam insulation and
     radon gas, (b) any substances defined as or included in the
     definition of "hazardous substances," "hazardous wastes,"
     "hazardous materials," "extremely hazardous wastes," "restricted
     hazardous wastes," "toxic substances," "toxic pollutants,"
     "contaminants" or "pollutants," or words of similar import, under
     any Environmental Law and (c) any other substance exposure to
     which is regulated under any Environmental Law.

          "Hedge Agreements" means interest rate swap, cap or collar
     agreements, interest rate future or option contracts, currency
     swap agreements, currency future or option contracts and other
     similar agreements.

          "IMC-Canada" means International Minerals & Chemical
     Corporation (Canada) Global Limited, a corporation incorporated
     under the laws of Canada.

          "IMC Partner" means IMC-Agrico GP Company, a Delaware
     corporation or any successor corporation otherwise permitted
     hereunder.

          "Indemnified Party" has the meaning specified in Section
     9.04(b).

          "Insufficiency" means, with respect to any Plan, the amount,
     if any, of its unfunded benefit liabilities, as defined in Section
     4001(a)(18) of ERISA.

          "Interest Period" means, for each Eurodollar Rate Advance
     comprising part of the same Borrowing, the period commencing on
     the date of such Eurodollar Rate Advance or the date of the
     Conversion of any Base Rate Advance into such Eurodollar Rate
     Advance, and ending on the last day of the period selected by the
     Borrower pursuant to the provisions below and, thereafter, each
     subsequent period commencing on the last day of the immediately
     preceding Interest Period and ending on the last day of the period
     selected by the Borrower pursuant to the provisions below.  The
     duration of each such Interest Period shall be one, two or three
     months, as the Borrower may, upon notice received by the
     Administrative Agent not later than 11:00 A.M. (New York City
     time) on the third Business Day prior to the first day of such
     Interest Period, select; provided, however, that:

                    (a)  the Borrower may not select any Interest
          Period that ends after any principal repayment installment
          date unless, after giving effect to such selection, the
          aggregate principal amount of Base Rate Advances and of
          Eurodollar Rate Advances having Interest Periods that end on
          or prior to such principal repayment installment date shall
          be at least equal to the aggregate principal amount of
          Advances due and payable on or prior to such date;

                    (b)  Interest Periods commencing on the same date
          for Eurodollar Rate Advances comprising part of the same
          Borrowing shall be of the same duration;

                    (c)  whenever the last day of any Interest Period
          would otherwise occur on a day other than a Business Day, the
          last day of such Interest Period shall be extended to occur
          on the next succeeding Business Day, provided, however, that,
          if such extension would cause the last day of such Interest
          Period to occur in the next following calendar month, the
          last day of such Interest Period shall occur on the next
          preceding Business Day; and

                    (d)  whenever the first day of any Interest Period
          occurs on a day of an initial calendar month for which there
          is no numerically corresponding day in the calendar month
          that succeeds such initial calendar month by the number of
          months equal to the number of months in such Interest Period,
          such Interest Period shall end on the last Business Day of
          such succeeding calendar month.

          "Internal Revenue Code" means the Internal Revenue Code of
     1986, as amended from time to time, and the regulations
     promulgated and rulings issued thereunder.

          "Investment" in any Person means any loan or advance to such
     Person, any purchase or other acquisition of any capital stock,
     warrants, rights, options, obligations or other securities of such
     Person, any capital contribution to such Person or any other
     investment in such Person, including, without limitation, any
     arrangement pursuant to which the investor incurs Debt of the
     types referred to in clauses (i) and (j) of the definition of
     "Debt" in respect of such Person.

          "Issuing Bank" means any of Citibank, NationsBank or
     Rabobank, as issuer of a Letter of Credit.

          "Joint Venture Agreement" means the Contribution Agreement
     dated as of April 5, 1993 between Freeport and the Borrower,
     together with all schedules and exhibits thereto, as in effect on
     the date hereof.

          "Joint Venture Company" means IMC-Agrico Company, a Delaware
     general partnership established pursuant to the terms of the Joint
     Venture Agreement.

          "Lenders" means the Banks listed on the signature pages
     hereof and each Eligible Assignee that shall become a party hereto
     pursuant to Section 9.07.

          "L/C Cash Collateral Account" means the interest-bearing cash
     collateral account maintained by the Borrower with Citibank at its
     office at 399 Park Avenue, New York, New York 10043, Account No.
     40604773, in the name of the Borrower but under the sole control
     and dominion of the Administrative Agent and subject to the terms
     of this Agreement.

          "L/C Related Documents" has the meaning specified in Section
     2.13(d)(i).

          "Letter of Credit" has the meaning specified in Section
     2.13(a).

          "Letter of Credit Advance" means an advance made by any
     Issuing Bank or any Lender pursuant to Section 2.13(c).

          "Letter of Credit Agreement" has the meaning specified in
     Section 2.13(b).

          "Letter of Credit Commitment" means, with respect to any
     Issuing Bank at any time, the amount set forth opposite such
     Issuing Bank's name on Schedule I hereto under the caption "Letter
     of Credit Commitment" or, if such Issuing Bank has entered into
     one or more Assignments and Acceptances, set forth for such
     Issuing Bank in the Register maintained by the Administrative
     Agent pursuant to Section 9.07(c) as such Issuing Bank's "Letter
     of Credit Commitment", as such amount may be reduced at or prior
     to such time pursuant to Section 2.04.

          "Letter of Credit Facility" means, at any time, an amount
     equal to the lesser of (a) the aggregate amount of the Letter of
     Credit Commitments of the Issuing Banks at such time and
     (b) $40,000,000, as such amount may be reduced at or prior to such
     time pursuant to Section 2.04.

          "Lien" means any lien, security interest or other charge or
     encumbrance of any kind, or any other type of preferential
     arrangement, including, without limitation, the lien or retained
     security title of a conditional vendor and any easement, right of
     way or other encumbrance on title to real property.

          "Loan Documents" means this Agreement, the Notes, the
     Subordination Agreement and each Letter of Credit Agreement.

          "Loan Parties" means the Borrower and the Guarantor.

          "Managing Partner" means IMC-Agrico MP, Inc., a Delaware
     corporation.

          "Margin Stock" has the meaning specified in Regulation U.

          "Material Adverse Change" means any material adverse change
     in the business, condition (financial or otherwise), operations,
     performance, properties or prospects of either Loan Party and its
     Subsidiaries taken as a whole.

          "Material Adverse Effect" means a material adverse effect on
     (a) the business, condition (financial or otherwise), operations,
     performance, properties or prospects of either Loan Party and its
     Subsidiaries taken as a whole, (b) the rights and remedies of the
     Administrative Agent, any Co-Agent or any Lender under any Loan
     Document or (c) the ability of either Loan Party to perform its
     Obligations under any Loan Document or Related Document to which
     it is or is to be a party.

          "Material Contract" means the Joint Venture Agreement.

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

          "Multiemployer Plan" of any Person means a multiemployer
     plan, as defined in Section 4001(a)(3) of ERISA, to which such
     Person or any of its ERISA Affiliates is making or accruing an
     obligation to make contributions, or has within any of the
     preceding five plan years made or accrued an obligation to make
     contributions.

          "Multiple Employer Plan" of any Person means a single
     employer plan, as defined in Section 4001(a)(15) of ERISA, that
     (a) is maintained for employees of such Person or any of its ERISA
     Affiliates and at least one Person other than such Person and its
     ERISA Affiliates or (b) was so maintained and in respect of which
     such Person or any of its ERISA Affiliates could have liability
     under Section 4064 or 4069 of ERISA in the event such plan has
     been or were to be terminated.

          "NationsBank" has the meaning specified in the recital of
     parties to this Agreement.

          "Net Cash Proceeds" means, with respect to any sale, lease,
     transfer or other disposition of any asset or the sale or issuance
     of any Debt or capital stock, any securities convertible into or
     exchangeable for capital stock or any warrants, rights or options
     to acquire capital stock by any Person, the aggregate amount of
     cash received from time to time by or on behalf of such Person in
     connection with such transaction after deducting therefrom only
     (a) reasonable and customary brokerage commissions, underwriting
     fees and discounts, legal fees, finder's fees and other similar
     fees and commissions, to the extent, but only to the extent, that
     the amounts so deducted are, at the time of receipt of such cash,
     actually paid to a Person that is not an Affiliate and (b) the
     amount of taxes paid or reasonably estimated to be payable in
     connection with or as a result of such transaction, in each case
     to the extent, but only to the extent, that the amounts so
     deducted are properly attributable to such transaction or to the
     asset that is the subject thereof.

          "Note" means a promissory note of the Borrower payable to the
     order of any Lender, in substantially the form of Exhibit A
     hereto, evidencing the aggregate indebtedness of the Borrower to
     such Lender resulting from the Working Capital Advances made by
     such Lender.

          "Notice of Borrowing" has the meaning specified in Section
     2.02(a).

          "Notice of Issuance" has the meaning specified in Section
     2.13(b)(i).

          "Notice of Swing Line Borrowing" has the meaning specified in
     Section 2.02(b).

          "Obligation" means, with respect to any Person, any
     obligation of such Person of any kind, including, without
     limitation, any liability of such Person on any claim, whether or
     not the right of any creditor to payment in respect of such claim
     is reduced to judgment, liquidated, unliquidated, fixed,
     contingent, matured, disputed, undisputed, legal, equitable,
     secured or unsecured, and whether or not such claim is discharged,
     stayed or otherwise affected by any proceeding referred to in
     Section 6.01(f).  Without limiting the generality of the
     foregoing, the Obligations of the Loan Parties under the Loan
     Documents include (a) the obligation to pay principal, interest,
     Letter of Credit commissions, charges, expenses, fees, reasonable
     attorneys' fees and disbursements, indemnities and other amounts
     payable by either Loan Party under any Loan Document and (b) the
     obligation to reimburse any amount in respect of any of the
     foregoing that any Lender, in its reasonable discretion, may elect
     to pay or advance on behalf of such Loan Party.

          "OECD" means the Organization for Economic Cooperation and
     Development.

          "Other Taxes" has the meaning specified in Section 2.11(b).

          "Partnership Agreement" means the Amended and Restated
     Partnership Agreement dated as of July 1, 1993 (as further amended
     and restated as of May 26, 1995) among IMC Partner, Agrico,
     Limited Partnership, the Managing Partner and the Borrower,
     together with all schedules and exhibits thereto, as in effect on
     the date hereof.

          "Payment Block" means either of the following:

                    (a)  an Event of Default pursuant to Section
          6.01(a) shall occur; or

                    (b)  an Event of Default pursuant to Section
          6.01(f) shall occur.

          "Payment Block Period" means:  (i) with respect to the Event
     of Default described in clause (a) of the definition of "Payment
     Block", the period from the time such Event of Default occurs
     until such Event of Default has been cured or waived in writing;
     and (ii) with respect to the Event of Default described in clause
     (b) of the definition of "Payment Block", the period from the time
     such Event of Default occurs until the Advances, all interest
     thereon and all other amounts payable under this Agreement and the
     other Loan Documents shall be paid in full to the Administrative
     Agent, the Co-Agents and the Lenders in cash, including the
     deposit of funds in an amount equal to the aggregate Available
     Amount of all Letters of Credit then outstanding in the L/C Cash
     Collateral Account pursuant to the provisions of Section 6.02 and
     all other amounts specified therein.

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "Peril" means, collectively, fire, lightning, flood,
     windstorm, hail, explosion, riot and civil commotion, vandalism
     and malicious mischief, damage from aircraft, vehicles and smoke
     and all other perils covered by the "all-risk" endorsement then in
     effect in the jurisdiction where insurance required pursuant to
     Section 5.01(d) is purchased.

          "Permitted Liens" means such of the following as to which no
     enforcement, collection, execution, levy or foreclosure proceeding
     shall have been commenced or as to which such enforcement,
     collection, execution, levy or foreclosure proceeding is being
     contested in good faith in a proper proceeding, and is not
     reasonably likely to have a Material Adverse Effect:  (a) Liens
     for taxes, assessments and governmental charges or levies to the
     extent not required to be paid by Section 5.01(b); (b) Liens
     imposed by law, such as materialmen's, mechanics', carriers',
     workmen's and repairmen's Liens and other similar Liens arising in
     the ordinary course of business securing obligations in an amount
     not to exceed $500,000 and that are not overdue for a period of
     more than 30 days; (c) pledges or deposits to secure obligations
     under workers' compensation laws or similar legislation or to
     secure public or statutory obligations; and (d) easements, rights
     of way and other encumbrances on title to real property that do
     not render title to the property encumbered thereby unmarketable
     or materially adversely affect the use of such property for its
     present purposes.

          "Person" means an individual, partnership, corporation
     (including a business trust), limited liability company, joint
     stock company, trust, unincorporated association, joint venture or
     other entity, or a government or any political subdivision or
     agency thereof.

          "Plan" means a Single Employer Plan or a Multiple Employer
     Plan.

          "Potash" means IMC Potash Corporation, a Delaware corporation
     and a wholly-owned Subsidiary of the Borrower.

          "Pre-Commitment Information" has the meaning specified in
     Section 3.01(e).

          "Preferred Stock" means, with respect to any corporation,
     capital stock issued by such corporation that is entitled to a
     preference or priority over any other capital stock issued by such
     corporation upon any distribution of such corporation's assets,
     whether by dividend or upon liquidation.

          "Prepayment Account" means the account of the Borrower
     maintained by the Borrower with Citibank at its office at 399 Park
     Avenue, New York, New York 10043, Account No. 40608694, Account
     Name:  IMCF Prepayment Account, in the name of the Borrower but
     under the sole control and dominion of the Administrative Agent
     and subject to the terms of this Agreement.

          "Pro Rata Share" of any amount means, with respect to any
     Lender at any time, the product of such amount times a fraction
     the numerator of which is the amount of such Lender's Working
     Capital Commitment at such time and the denominator of which is
     the Working Capital Facility at such time.

          "Rabobank" has the meaning specified in the recital of
     parties to this Agreement.

          "Redeemable" means, with respect to any capital stock, Debt
     or other right or Obligation, any such right or Obligation that
     (a) the issuer has undertaken to redeem at a fixed or determinable
     date or dates, whether by operation of a sinking fund or
     otherwise, or upon the occurrence of a condition not solely within
     the control of the issuer or (b) is redeemable at the option of
     the holder.

          "Register" has the meaning specified in Section 9.07(c).

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

          "Related Documents" means the Subordinated Intercompany
     Notes.

          "Relevant Subsidiary" of any Person means a Subsidiary (i)
     the stockholders' equity of which is $10,000,000 or more on, or at
     any time after, the first date on which all of the conditions in
     Article III have been satisfied or (ii) the annual revenues of
     which are $10,000,000 or more for the year ended June 30, 1994, or
     any fiscal year of the Guarantor thereafter, in each case as shown
     in a certificate of the chief financial officer of such
     Subsidiary.

          "Required Lenders" means at any time Lenders owed or holding
     at least 66-2/3% of the sum of (a) the aggregate principal amount
     of the Advances outstanding at such time and (b) the aggregate
     Available Amount of all Letters of Credit outstanding at such
     time, or, if no such principal amount and no Letters of Credit are
     outstanding at such time, Lenders holding at least 66-2/3% of the
     aggregate Working Capital Commitments at such time; provided,
     however, if any Lender shall be a Defaulting Lender at such time,
     there shall be excluded from the determination of Required Lenders
     at such time (i) the aggregate principal amount of the Advances
     owing to such Lender (in its capacity as a Lender) and outstanding
     at such time, (ii) such Lender's Pro Rata Share of the aggregate
     Available Amount of all Letters of Credit outstanding at such time
     and (iii) if no Advances and no Letters of Credit are outstanding
     at such time, the Working Capital Commitment of such Lender at
     such time.  For purposes of this definition, the aggregate
     principal amount of Swing Line Advances owing to the Swing Line
     Bank and of Letter of Credit Advances owing to any Issuing Bank
     and the Available Amount of each Letter of Credit shall be
     considered to be owed to the Lenders ratably in accordance with
     their respective Working Capital Commitments.

          "Responsible Officer" means the chief executive officer,
     chief operating officer, chief financial officer or chief
     accounting officer of the Guarantor or the Borrower or any other
     officer of the Guarantor or the Borrower involved principally in
     its financial administration or its controllership function.

          "S&P" means Standard & Poor's Ratings Group, a division of
     McGraw-Hill, Inc.

          "Single Employer Plan" of any Person means a single employer
     plan, as defined in Section 4001(a)(15) of ERISA, that (a) is
     maintained for employees of such Person or any of its ERISA
     Affiliates and no Person other than such Person and its ERISA
     Affiliates or (b) was so maintained and in respect of which such
     Person or any of its ERISA Affiliates could have liability under
     Section 4069 of ERISA in the event such plan has been or were to
     be terminated.

          "Subordinated Intercompany Notes" means the subordinated
     intercompany promissory notes made by the Borrower to the order of
     the Guarantor, copies of which are attached hereto as Exhibits G-
     1, G-2 and G-3.

          "Subordination Agreement" means the Subordination Agreement
     dated as of June 29, 1993 made by the Guarantor in favor of the
     Existing Lenders and certain other creditors of the Borrower, as
     amended or otherwise modified from time to time in accordance with
     its terms, to the extent permitted hereunder, a copy of which is
     attached hereto as Exhibit F.

          "Subsidiary" of any Person means any corporation,
     partnership, joint venture, limited liability company, trust or
     estate of which (or in which) more than 50% of (a) the issued and
     outstanding capital stock having ordinary voting power to elect a
     majority of the Board of Directors of such corporation
     (irrespective of whether at the time capital stock of any other
     class or classes of such corporation shall or might have voting
     power upon the occurrence of any contingency), (b) the interest in
     the capital or profits of such limited liability company,
     partnership or joint venture or (c) the beneficial interest in
     such trust or estate is at the time directly or indirectly owned
     or controlled by such Person, by such Person and one or more of
     its other Subsidiaries or by one or more of such Person's other
     Subsidiaries; provided that in any event, the Joint Venture
     Company shall be deemed to be a Subsidiary of the Borrower and the
     Guarantor.

          "Swing Line Advance" means an advance made by (a) the Swing
     Line Bank pursuant to Section 2.01(b) or (b) any Lender pursuant
     to Section 2.02(b).

          "Swing Line Bank" means Citibank.

          "Swing Line Facility" has the meaning specified in Section
     2.01(b).

          "Tax Certificate" has the meaning specified in Section
     5.03(n).

          "Taxes" has the meaning specified in Section 2.11(a).

          "Termination Date" means the earlier of July 31, 2000 and the
     date of termination in whole of the Commitments pursuant to
     Section 2.04 or 6.01.

          "Type" refers to the distinction between Advances bearing
     interest at the Base Rate and Advances bearing interest at the
     Eurodollar Rate.

          "Unused Commitment Fee Rate" has the meaning specified in
     Section 2.07.

          "Unused Working Capital Commitment" means, with respect to
     any Lender at any time, (a) such Lender's Working Capital
     Commitment at such time minus (b) the sum of (i) the aggregate
     principal amount of all Working Capital Advances, Swing Line
     Advances and Letter of Credit Advances made by such Lender and
     outstanding at such time, plus (ii) such Lender's Pro Rata Share
     of (A) the aggregate Available Amount of all Letters of Credit
     outstanding at such time, (B) the aggregate principal amount of
     all Letter of Credit Advances made by the Issuing Banks pursuant
     to Section 2.13(c) and outstanding at such time other than any
     such Letter of Credit Advance which, at or prior to such time, has
     been assigned in part to such Lender pursuant to Section 2.13(c)
     and (C) the aggregate principal amount of all Swing Line Advances
     made by the Swing Line Bank pursuant to Section 2.01(b) and
     outstanding at such time.

          "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.

          "Welfare Plan" means a welfare plan, as defined in Section
     3(1) of ERISA.

          "Withdrawal Liability" has the meaning specified in Part I of
     Subtitle E of Title IV of ERISA.

          "Working Capital Advance" has the meaning specified in
     Section 2.01(a).

          "Working Capital Borrowing" means a borrowing consisting of
     simultaneous Working Capital Advances of the same Type made by the
     Lenders.

          "Working Capital Commitment" means, with respect to any
     Lender at any time, the amount set forth opposite such Lender's
     name on Schedule I hereto under the caption "Working Capital
     Commitment" or, if such Lender has entered into one or more
     Assignments and Acceptances, set forth for such Lender in the
     Register maintained by the Administrative Agent pursuant to
     Section 9.07(c) as such Lender's "Working Capital Commitment", as
     such amount may be reduced at or prior to such time pursuant to
     Section 2.04.

          "Working Capital Facility" means, at any time, the aggregate
     amount of the Lenders' Working Capital Commitments at such time.

          SECTION 1.02.  Computation of Time Periods.  In this
Agreement in the computation of periods of time from a specified date
to a later specified date, the word "from" means "from and including"
and the words "to" and "until" each mean "to but excluding".

          SECTION 1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with
generally accepted accounting principles consistent with those applied
in the preparation of the financial statements referred to in Section
4.01(f) ("GAAP").

     ARTICLE II

               AMOUNTS AND TERMS OF THE ADVANCES
                   AND THE LETTERS OF CREDIT

          SECTION 2.01.  The Advances.  (a)  The Working Capital
Advances.  (i)  Effective as of the Effective Date, each Existing
Lender hereby sells and assigns all of its rights in and to, and all of
its obligations under, each Existing Advance owing to it and the
Existing Working Capital Commitment held by it, the amounts of which
are set forth opposite its name on Schedule 9.12 hereto, to the Lenders
and each Lender hereby purchases and assumes, based on such Lender's
Pro Rata Share of the Working Capital Facility, all of the Existing
Lenders' rights in and to, and obligations under, the Existing Advances
and the Existing Working Capital Commitments.

          (ii) Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make advances (each a "Working
Capital Advance") to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination Date in
an amount for each such Advance not to exceed such Lender's Unused
Working Capital Commitment on such Business Day.  Each Working Capital
Borrowing shall be in an aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and shall consist of Working
Capital Advances made by the Lenders ratably according to their Working
Capital Commitments.  Within the limits of each Lender's Unused Working
Capital Commitment in effect from time to time, the Borrower may borrow
under this Section 2.01(a), prepay pursuant to Section 2.05(a) and
reborrow under this Section 2.01(a).

          (b)  The Swing Line Advances.  The Borrower may request the
Swing Line Bank to make, and the Swing Line Bank may, if in its sole
discretion it elects to do so, make, on the terms and conditions
hereinafter set forth, Swing Line Advances to the Borrower from time to
time on any Business Day during the period from the Effective Date
until the Termination Date (i) in an aggregate amount not to exceed at
any time outstanding $10,000,000 (the "Swing Line Facility") and
(ii) in an amount for each such Swing Line Borrowing not to exceed the
aggregate of the Unused Working Capital Commitments of the Lenders at
such time.  No Swing Line Advance shall be used for the purpose of
funding the payment of principal of any other Swing Line Advance.  Each
Swing Line Borrowing shall be in an amount of $500,000 or an integral
multiple of $250,000 in excess thereof and shall be made as a Base Rate
Advance.  Within the limits of the Swing Line Facility and within the
limits referred to in clause (ii) above, so long as the Swing Line
Bank, in its sole discretion, elects to make Swing Line Advances, the
Borrower may borrow under this Section 2.01(b), repay pursuant to
Section 2.03(c) or prepay pursuant to Section 2.05(a) and reborrow
under this Section 2.01(b).

          SECTION 2.02.  Making the Advances.  (a)  Except as otherwise
provided in Section 2.02(b) or 2.13, each Borrowing shall be made on
notice, given not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Borrowing, in the
case of a Borrowing consisting of Eurodollar Rate Advances, and the
Business Day prior to the date of the proposed Borrowing, in the case
of a Borrowing consisting of Base Rate Advances, by the Borrower to the
Administrative Agent, which shall give to each Lender prompt notice
thereof by telex, telecopier or cable.  Each such notice of a Borrowing
(a "Notice of Borrowing") shall be by telex, telecopier or cable,
confirmed immediately in writing, in substantially the form of Exhibit
B hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Type of Advances comprising such Borrowing, (iii) aggregate amount
of such Borrowing and (iv) in the case of a Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such
Advance.  In the case of a proposed Borrowing comprised of Eurodollar
Rate Advances, the Administrative Agent shall promptly notify each
Lender of the applicable interest rate under Section 2.06(a)(ii).  Each
Lender shall, before 11:00 A.M. (New York City time) on the date of
such Borrowing, make available for the account of its Applicable
Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's ratable portion of
such Borrowing in accordance with the respective Commitments of such
Lender and the other Lenders.  After the Administrative Agent's receipt
of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Administrative Agent will make such funds
available to the Borrower by crediting the Borrower's Account;
provided, however, that the Administrative Agent shall first make a
portion of such funds equal to the aggregate principal amount of any
Swing Line Advances and Letter of Credit Advances made by the Swing
Line Bank or any Issuing Bank, as the case may be, and by any other
Lender and outstanding on the date of such Borrowing, plus interest
accrued and unpaid thereon to and as of such date, available to the
Swing Line Bank or such Issuing Bank, as the case may be, and such
other Lenders for repayment of such Swing Line Advances and Letter of
Credit Advances.

          (b)  Each Swing Line Borrowing shall be made on notice, given
not later than 11:00 A.M. (New York City time) on the date of the
proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank
and the Administrative Agent.  Each such notice of a Swing Line
Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone,
confirmed immediately in writing, or telex or telecopier, specifying
therein the requested (i) date of such Borrowing, (ii) amount of such
Borrowing and (iii) maturity of such Borrowing (which maturity shall be
no later than the 14th day after the requested date of such Borrowing).
If, in its sole discretion, it elects to make the requested Swing Line
Advance, the Swing Line Bank will make the amount thereof available to
the Administrative Agent at the Administrative Agent's Account, in same
day funds.  After the Administrative Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III,
the Administrative Agent will make such funds available to the Borrower
by crediting the Borrower's Account.  Upon written demand by the Swing
Line Bank, with a copy of such demand to the Administrative Agent, each
other Lender shall purchase from the Swing Line Bank, and the Swing
Line Bank shall sell and assign to each such other Lender, such other
Lender's Pro Rata Share of such outstanding Swing Line Advance as of
the date of such demand, by making available for the account of its
Applicable Lending Office to the Administrative Agent for the account
of the Swing Line Bank, by deposit to the Administrative Agent's
Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Swing Line Advance to be purchased
by such Lender.  The Borrower hereby agrees to each such sale and
assignment.  Each Lender agrees to purchase its Pro Rata Share of an
outstanding Swing Line Advance on (i) the Business Day on which demand
therefor is made by the Swing Line Bank, provided that notice of such
demand is given not later than 11:00 A.M. (New York City time) on such
Business Day or (ii) the first Business Day next succeeding such demand
if notice of such demand is given after such time.  Upon any such
assignment by the Swing Line Bank to any other Lender of a portion of a
Swing Line Advance, the Swing Line Bank represents and warrants to such
other Lender that the Swing Line Bank is the legal and beneficial owner
of such interest being assigned by it, but makes no other
representation or warranty and assumes no responsibility with respect
to such Swing Line Advance, the Loan Documents or any Loan Party.  If
and to the extent that any Lender shall not have so made the amount of
such Swing Line Advance available to the Administrative Agent, such
Lender agrees to pay to the Administrative Agent forthwith on demand
such amount together with interest thereon, for each day from the date
of demand by Swing Line Bank until the date such amount is paid to the
Administrative Agent, at the Federal Funds Rate.  If such Lender shall
pay to the Administrative Agent such amount for the account of the
Swing Line Bank on any Business Day, such amount so paid in respect of
principal shall constitute a Swing Line Advance made by such Lender on
such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Swing Line Advance made by the Swing Line Bank
shall be reduced by such amount on such Business Day.

          (c)  Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate
Advances for the initial Borrowing hereunder or for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if
the obligation of the Lenders to make Eurodollar Rate Advances shall
then be suspended pursuant to Section 2.09 and (ii) the Working Capital
Advances may not be outstanding as part of more than 5 separate
Borrowings.

          (d)  Each Notice of Borrowing and Notice of Swing Line
Borrowing shall be irrevocable and binding on the Borrower.  In the
case of any Borrowing that the related Notice of Borrowing specifies is
to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by
such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article III, including, without limitation, any
loss (including loss of anticipated profits), cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender
as part of such Borrowing when such Advance, as a result of such
failure, is not made on such date.

          (e)  Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any Borrowing that such
Lender will not make available to the Administrative Agent such
Lender's ratable portion of such Borrowing, the Administrative Agent
may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with
subsection (a) of this Section 2.02 and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount.  If and to the extent that such
Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower severally agree to
repay or pay to the Administrative Agent forthwith on demand such
corresponding amount and to pay interest thereon, for each day from the
date such amount is made available to the Borrower until the date such
amount is repaid or paid to the Administrative Agent, at (i) in the
case of the Borrower, the interest rate applicable at such time under
Section 2.06 to Advances comprising such Borrowing and (ii) in the case
of such Lender, the Federal Funds Rate.  If such Lender shall pay to
the Administrative Agent such corresponding amount, such amount so paid
shall constitute such Lender's Advance as part of such Borrowing for
purposes of this Agreement.

          (f)  The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date of
such Borrowing, but no Lender shall be responsible for the failure of
any other Lender to make the Advance to be made by such other Lender on
the date of any Borrowing.

          SECTION 2.03.  Repayment.  (a)  Working Capital Advances.
The Borrower shall repay to the Administrative Agent for the ratable
account of the Lenders the aggregate outstanding principal amount of
the Working Capital Advances on the Termination Date.

          (b)  Letter of Credit Advances.  The Borrower shall repay to
the Administrative Agent for the account of each Issuing Bank and each
other Lender that has made a Letter of Credit Advance the outstanding
principal amount of each Letter of Credit Advance made by each of them
on demand and in any event, on the Termination Date.

          (c)  Swing Line Advances.  The Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and each
other Lender that has made a Swing Line Advance the outstanding
principal amount of each Swing Line Advance made by each of them on the
earlier of the maturity date specified in the applicable Notice of
Swing Line Borrowing (which maturity shall be no later than the
fourteenth day after the requested date of such Borrowing) and the
Termination Date.

          SECTION 2.04.  Optional Reduction of the Commitments.  The
Borrower may, upon at least three Business Days' notice to the
Administrative Agent, terminate in whole or reduce in part the Unused
Working Capital Commitments or the unused portion of the Letter of
Credit Commitments; provided, however, that each partial reduction of
the Working Capital Facility or the Letter of Credit Facility (i) shall
be in an aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and (ii) shall be made ratably among the
Lenders or the Issuing Banks, as the case may be, in accordance with
their Commitments with respect to the Working Capital Facility or the
Letter of Credit Facility, as the case may be.

          SECTION 2.05.  Prepayments.  (a)  Optional.  The Borrower
may, upon at least three Business Days' notice to the Administrative
Agent stating the proposed date and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding aggregate principal amount of the Advances comprising part
of the same Borrowing in whole or ratably in part, together with
accrued interest to the date of such prepayment on the aggregate
principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount of $1,000,000 or
an integral multiple of $1,000,000 in excess thereof or such lesser
amount as may then be outstanding and (y) if any prepayment of a
Eurodollar Rate Advance is made on a date other than the last day of an
Interest Period for such Advance the Borrower shall also pay any
amounts owing pursuant to Section 9.04(c).

          (b)  Mandatory.  (i)  If the Managing Partner determines, in
its reasonable business judgment and otherwise in accordance with the
terms of the Joint Venture Agreement, to distribute the Net Cash
Proceeds from the sale, lease, transfer or other disposition of any
assets (other than sales of assets in the ordinary course of business
and other than sales of assets in an aggregate amount not to exceed
$10,000,000 from the date hereof) of the Joint Venture Company to the
equity holders of the Joint Venture Company, the Borrower shall, on the
date of receipt of its portion (which shall be determined in accordance
with the terms of the Joint Venture Agreement) of the Net Cash
Proceeds, prepay an aggregate principal amount of the Advances
comprising part of the same Borrowings equal to the amount of such Net
Cash Proceeds received by it (subject to clause (v) below).

          (ii) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Working Capital Advances comprising
part of the same Borrowings, the Letter of Credit Advances and the
Swing Line Advances equal to the amount by which (A) the sum of the
aggregate principal amount of (x) the Working Capital Advances, (y) the
Letter of Credit Advances and (z) the Swing Line Advances then
outstanding plus the aggregate Available Amount of all Letters of
Credit then outstanding exceeds (B) the Working Capital Facility on
such Business Day.

          (iii)     The Borrower shall, on each Business Day, pay to
the Administrative Agent for deposit in the L/C Cash Collateral Account
an amount sufficient to cause the aggregate amount on deposit in such
Account to equal the amount by which the aggregate Available Amount of
all Letters of Credit then outstanding exceeds the Letter of Credit
Facility on such Business Day.

          (iv) All prepayments under this subsection (b) shall be made
together with accrued interest to the date of such prepayment on the
principal amount prepaid, but without penalty or premium.

          (v)  So long as no Default has occurred and is continuing, to
the extent that the provisions of Section 2.05(b)(i) would otherwise
require the application of any prepayment to Eurodollar Rate Advances
on a date that is not the last day of the then existing Interest Period
therefor, the Borrower shall have the right, in lieu of making such
prepayment on such date, to deposit the amount of such prepayment in
the Prepayment Account for disbursement and application in accordance
with the foregoing provisions of this Section 2.05 on the last day of
the then existing Interest Period for such Eurodollar Rate Advances.

          SECTION 2.06.  Interest.  (a)  Ordinary Interest.  The
Borrower shall pay interest on the unpaid principal amount of each
Advance owing to each Lender from the date of such Advance until such
principal amount shall be paid in full, at the following rates per
annum:

          (i)  Base Rate Advances.  During such periods as such Advance
     is a Base Rate Advance, a rate per annum equal at all times to the
     sum of (i) the Base Rate in effect from time to time plus (ii) the
     Applicable Margin in effect from time to time, payable in arrears
     monthly on the last day of each month during such periods and on
     the date such Base Rate Advance shall be Converted or paid in
     full.

          (ii) Eurodollar Rate Advances.  During such periods as such
     Advance is a Eurodollar Rate Advance, a rate per annum equal at
     all times during each Interest Period for such Advance to the sum
     of (i) the Eurodollar Rate for such Interest Period for such
     Advance plus (ii) the Applicable Margin in effect on the first day
     of such Interest Period, payable in arrears on the last day of
     such Interest Period.

          (b)  Default Interest.  Upon the occurrence and during the
continuance of a Default, the Borrower shall pay interest on (i) the
unpaid principal amount of each Advance owing to each Lender, payable
in arrears on the dates referred to in clause (a)(i) or (a)(ii) above,
at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such Advance pursuant to clause (a)(i)
or (a)(ii) above and (ii) to the fullest extent permitted by law, the
amount of any interest, fee or other amount payable hereunder which is
not paid when due, from the date such amount shall be due until such
amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be
paid on Base Rate Advances pursuant to clause (a)(i) above.

          SECTION 2.07.  Fees.  (a)  Commitment Fee.  The Borrower
shall pay to the Administrative Agent for the account of the Lenders a
commitment fee on the average daily Unused Working Capital Commitment
of such Lender plus its Pro Rata Share of the average daily outstanding
Swing Line Advances during the quarter for which such commitment fee is
payable, from the date hereof in the case of each Bank and from the
effective date specified in the Assignment and Acceptance pursuant to
which it became a Lender in the case of each other Lender until the
Termination Date at a rate per annum (the "Unused Commitment Fee Rate")
determined by reference to the Leverage Ratio in effect from time to
time as set forth below:

     Level     Leverage Ratio                     Unused
                                             Commitment Fee Ra
                                             te
     
     Level 1   Less than or equal to 0.4000              0.250%
     Level 2   Greater than 0.4000 and less              0.250%
               than or equal to 0.4725
     Level 3   Greater than 0.4725 and less              0.250%
               than or equal to 0.4897
     Level 4   Greater than 0.4897 and less              0.375%
               than or equal to 0.5068
     Level 5   Greater than 0.5068                       0.500%

Such commitment fee shall in all cases be payable in arrears quarterly
on the last Business Day of each March, June, September and December,
commencing on September 30, 1995 and on the Termination Date; provided,
however, that any commitment fee accrued with respect to any of the
Commitments of a Defaulting Lender during the period prior to the time
such Lender became a Defaulting Lender and unpaid at such time shall
not be payable by the Borrower so long as such Lender shall be a
Defaulting Lender except to the extent that such commitment fee shall
otherwise have been due and payable by the Borrower prior to such time;
and provided further that no commitment fee shall accrue on any of the
Commitments of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender.

          (b)  Administrative Agent's Fees.  The Borrower shall pay to
the Administrative Agent for its own account such fees as may from time
to time be agreed between the Borrower and the Administrative Agent.

          SECTION 2.08.  Conversion of Advances.  (a)  Optional.  The
Borrower may on any Business Day, upon notice given to the
Administrative Agent not later than 11:00 A.M. (New York City time) on
the third Business Day prior to the date of the proposed Conversion and
subject to the provisions of Section 2.09, Convert all or any portion
of the Advances of one Type comprising the same Working Capital
Borrowing into Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be
made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar
Rate Advances shall be in an amount not less than the minimum amount
specified in Section 2.02(c) and no Conversion of any Advances shall
result in more separate Working Capital Borrowings than permitted under
Section 2.02(c).  Each such notice of Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion,
(ii) the Advances to be Converted and (iii) if such Conversion is into
Eurodollar Rate Advances, the duration of the initial Interest Period
for such Advances.  Each notice of Conversion shall be irrevocable and
binding on the Borrower.

          (b)  Mandatory.  (i)  On the date on which the aggregate
unpaid principal amount of Eurodollar Rate Advances comprising any
Borrowing shall be reduced, by payment or prepayment or otherwise, to
less than $5,000,000, such Advances shall automatically Convert into
Base Rate Advances.

          (ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section
1.01, the Administrative Agent will forthwith so notify the Borrower
and the Lenders, whereupon each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance.

          SECTION 2.09.  Increased Costs, Etc.  (a)  If, due to either
(i) the introduction of or any change in or in the interpretation of
any law or regulation or (ii) the compliance with any guideline or
request from any central bank or other governmental authority (whether
or not having the force of law), there shall be any increase in the
cost to any Lender of agreeing to make or of making, funding or
maintaining Eurodollar Rate Advances (excluding for purposes of this
Section 2.09 any such increased costs resulting from Taxes or Other
Taxes (as to which Section 2.11 shall govern)) or of agreeing to issue
or of issuing or maintaining Letters of Credit or of agreeing to make
or of making or maintaining Letter of Credit Advances, then the
Borrower shall from time to time, upon demand by such Lender (with a
copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost; provided,
however, that before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Applicable Lending
Office if the making of such a designation would avoid the need for, or
reduce the amount of, such increased cost and would not, in the sole
judgment of such Lender, be otherwise disadvantageous to such Lender.
A certificate as to the amount of such increased cost, submitted to the
Borrower by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.

          (b)  If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects
or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation controlling such Lender
and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other
commitments of such type or the issuance or maintenance of the Letters
of Credit (or similar contingent obligations), then, upon demand by
such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to the Administrative Agent for the account of
such Lender, from time to time as specified by such Lender, additional
amounts sufficient to compensate such Lender in the light of such
circumstances, to the extent that such Lender reasonably determines
such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder or to the issuance or maintenance
of any Letters of Credit.  A certificate as to such amounts submitted
to the Borrower by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

          (c)  If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Administrative Agent that the Eurodollar
Rate for any Interest Period for such Advances will not adequately
reflect the cost to such Lenders of making, funding or maintaining
their Eurodollar Rate Advances for such Interest Period, the
Administrative Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (i) each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance and (ii) the obligation of
the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify
the Borrower that such Lenders have determined that the circumstances
causing such suspension no longer exist; provided, however, that before
making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory
restrictions) to designate a different Eurodollar Lending Office if the
making of such a designation would allow such Lender or its Eurodollar
Lending Office to continue to perform its obligations to make
Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances and would not, in the sole judgment of such Lender, be
otherwise disadvantageous to such Lender.

          (d)  Notwithstanding any other provision of this Agreement,
if the introduction of or any change in or in the interpretation of any
law or regulation shall make it unlawful, or any central bank or other
governmental authority shall assert that it is unlawful, for any Lender
or its Eurodollar Lending Office to perform its obligations hereunder
to make Eurodollar Rate Advances or to continue to fund or maintain
Eurodollar Rate Advances hereunder, then, on notice thereof and demand
therefor by such Lender to the Borrower through the Administrative
Agent, (i) each Eurodollar Rate Advance will automatically, upon such
demand, Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances
shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing
such suspension no longer exist.

          (e)  Upon the occurrence and during the continuance of any
Default, (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a
Base Rate Advance and (ii) the obligation of the Lenders to make, or to
Convert Advances into, Eurodollar Rate Advances shall be suspended.

          SECTION 2.10.  Payments and Computations.  (a)  The Borrower
shall make each payment hereunder and under the Notes not later than
11:00 A.M. (New York City time) on the day when due in U.S. dollars to
the Administrative Agent at the Administrative Agent's Account in same
day funds.  The Administrative Agent will promptly thereafter cause
like funds to be distributed (i) if such payment by the Borrower is in
respect of principal, interest, commitment fees or any other Obligation
then payable hereunder and under the Notes to more than one Lender, to
such Lenders for the account of their respective Applicable Lending
Offices ratably in accordance with the amounts of such respective
Obligations then payable to such Lenders and (ii) if such payment by
the Borrower is in respect of any Obligation then payable hereunder to
one Lender, to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement.  Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant
to Section 9.07(d), from and after the effective date of such
Assignment and Acceptance, the Administrative Agent shall make all
payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments
in such payments for periods prior to such effective date directly
between themselves.

          (b)  The Borrower hereby authorizes each Lender, if and to
the extent payment owed to such Lender is not made when due hereunder
or under the Note held by such Lender, to charge from time to time
against any or all of the Borrower's accounts with such Lender any
amount so due.

          (c)  All computations of interest based on the Base Rate
shall be made by the Administrative Agent on the basis of a year of 365
or 366 days, as the case may be, and all computations of interest based
on the Eurodollar Rate or the Federal Funds Rate and of all fees and
Letter of Credit commissions shall be made by the Administrative Agent
on the basis of a year of 360 days, in each case for the actual number
of days (including the first day but excluding the last day) occurring
in the period for which such interest, fees or commissions are payable.
Each determination by the Administrative Agent of an interest rate, fee
or commission hereunder shall be conclusive and binding for all
purposes, absent manifest error.

          (d)  Whenever any payment hereunder or under the Notes shall
be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension
of time shall in such case be included in the computation of payment of
interest or commitment fee, as the case may be; provided, however,
that, if such extension would cause payment of interest on or principal
of Eurodollar Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

          (e)  Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due
to any Lender hereunder that the Borrower will not make such payment in
full, the Administrative Agent may assume that the Borrower has made
such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each such Lender on such due date an amount equal to the
amount then due such Lender.  If and to the extent the Borrower shall
not have so made such payment in full to the Administrative Agent, each
such Lender shall repay to the Administrative Agent forthwith on demand
such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

          SECTION 2.11.  Taxes.  (a)  Any and all payments by the
Borrower hereunder or under the Notes shall be made, in accordance with
Section 2.10, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in
the case of each Lender, each Co-Agent and the Administrative Agent,
net income taxes that are imposed by the United States and franchise
taxes and net income taxes that are imposed on such Lender, such
Co-Agent or the Administrative Agent by the state or foreign
jurisdiction under the laws of which such Lender, such Co-Agent or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, franchise taxes
and net income taxes that are imposed on such Lender by the state or
foreign jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").  If the Borrower shall be required
by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Lender, any Co-Agent or the
Administrative Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section
2.11) such Lender, such Co-Agent or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with
applicable law.

          (b)  In addition, the Borrower shall pay any present or
future stamp, documentary, excise, property or similar taxes, charges
or levies that arise from any payment made hereunder or under the Notes
or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or the Notes (hereinafter referred to as
"Other Taxes").

          (c)  The Borrower shall indemnify each Lender, each Co-Agent
and the Administrative Agent for the full amount of Taxes and Other
Taxes, and for the full amount of taxes imposed by any jurisdiction on
amounts payable under this Section 2.11, paid by such Lender, such
Co-Agent or the Administrative Agent (as the case may be) and any
liability (including penalties, additions to tax, interest and
expenses) arising therefrom or with respect thereto.  This
indemnification shall be made within 30 days from the date such Lender,
such Co-Agent or the Administrative Agent (as the case may be) makes
written demand therefor.

          (d)  Within 30 days after the date of any payment of Taxes,
the Borrower shall furnish to the Administrative Agent, at its address
referred to in Section 9.02, the original receipt of payment thereof or
a certified copy of such receipt.  In the case of any payment hereunder
or under the Notes by the Borrower through an account or branch outside
the United States or on behalf of the Borrower by a payor that is not a
United States person, if the Borrower determines that no Taxes are
payable in respect thereof, the Borrower shall furnish, or shall cause
such payor to furnish, to the Administrative Agent, at such address, an
opinion of counsel acceptable to the Administrative Agent stating that
such payment is exempt from Taxes.  For purposes of this subsection (d)
and subsection (e), the terms "United States" and "United States
person" shall have the meanings specified in Section 7701 of the
Internal Revenue Code.

          (e)  Each Lender organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each Bank, and
on the date of the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by the Borrower or the
Administrative Agent (but only so long thereafter as such Lender
remains lawfully able to do so), provide the Administrative Agent and
the Borrower with Internal Revenue Service form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Lender is entitled to benefits under an
income tax treaty to which the United States is a party that reduces
the rate of withholding tax on payments under this Agreement or the
Notes or certifying that the income receivable pursuant to this
Agreement or the Notes is effectively connected with the conduct of a
trade or business in the United States.  If the form provided by a
Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from
Taxes unless and until such Lender provides the appropriate form
certifying that a lesser rate applies, whereupon withholding tax at
such lesser rate only shall be considered excluded from Taxes for
periods governed by such form; provided, however, that, if at the date
of the Assignment and Acceptance pursuant to which a Lender assignee
becomes a party to this Agreement, the Lender assignor was entitled to
payments under subsection (a) in respect of United States withholding
tax with respect to interest paid at such date, then, to such extent,
the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect
to the Lender assignee on such date.  If any form or document referred
to in this subsection (e) requires the disclosure of information, other
than information necessary to compute the tax payable and information
required on the date hereof by Internal Revenue Service form 1001 or
4224, that the Lender reasonably considers to be confidential, the
Lender shall give notice thereof to the Borrower and shall not be
obligated to include in such form or document such confidential
information.

          (f)  For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form described in
subsection (e) (other than if such failure is due to a change in law
occurring after the date on which a form originally was required to be
provided or if such form otherwise is not required under subsection
(e)), such Lender shall not be entitled to indemnification under
subsection (a) or (c) with respect to Taxes imposed by the United
States; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form required hereunder, the
Borrower shall take such steps as such Lender shall reasonably request
to assist such Lender to recover such Taxes.

          (g)  Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.11 shall survive the payment in
full of principal and interest hereunder and under the Notes.

          (h)  Any Lender claiming any additional amounts payable
pursuant to this Section 2.11 agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Eurodollar Lending
Office if the making of such a change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter
accrue and would not, in the sole judgment of such Lender, be otherwise
disadvantageous to such Lender.

          SECTION 2.12.  Sharing of Payments, Etc.  If any Lender shall
obtain at any time any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) (a) on account of
Obligations due and payable to such Lender hereunder and under the
Notes at such time in excess of its ratable share (according to the
proportion of (i) the amount of such Obligations due and payable to
such Lender at such time to (ii) the aggregate amount of the
Obligations due and payable to all Lenders hereunder and under the
Notes at such time) of payments on account of the Obligations due and
payable to all Lenders hereunder and under the Notes at such time
obtained by all the Lenders at such time or (b) on account of
Obligations owing (but not due and payable) to such Lender hereunder
and under the Notes at such time in excess of its ratable share
(according to the proportion of (i) the amount of such Obligations
owing to such Lender at such time to (ii) the aggregate amount of the
Obligations owing (but not due and payable) to all Lenders hereunder
and under the Notes at such time) of payments on account of the
Obligations owing (but not due and payable) to all Lenders hereunder
and under the Notes at such time obtained by all the Lenders at such
time, such Lender shall forthwith purchase from the other Lenders such
participations in the Obligations due and payable or owing to them, as
the case may be, as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from
each other Lender shall be rescinded and such other Lender shall repay
to the purchasing Lender the purchase price to the extent of such other
Lender's ratable share (according to the proportion of (i) the purchase
price paid to such Lender to (ii) the aggregate purchase price paid to
all Lenders) of such recovery together with an amount equal to such
Lender's ratable share (according to the proportion of (i) the amount
of such other Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount
so recovered.  The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.12 may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the
amount of such participation.

          SECTION 2.13.  Letters of Credit.  (a)  The Letter of Credit
Facility.  Each Issuing Bank severally agrees, on the terms and
conditions hereinafter set forth, to issue letters of credit (together
with the Existing Letters of Credit referred to in Section 2.13(f), the
"Letters of Credit") for the account of the Borrower from time to time
on any Business Day during the period from the Effective Date until 60
days before the Termination Date (i) in an aggregate Available Amount
for all Letters of Credit issued by such Issuing Bank not to exceed at
any time such Issuing Bank's Letter of Credit Commitment and (ii) in an
Available Amount for each such Letter of Credit not to exceed the
lesser of (x) the Letter of Credit Facility at such time and (y) the
Unused Working Capital Commitments of the Lenders at such time.  No
Letter of Credit shall have an expiration date (including all rights of
the Borrower or the beneficiary to require renewal) later than the
earlier of 30 days before the Termination Date and one year after the
date of issuance thereof.  Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may
request the issuance of Letters of Credit under this Section 2.13(a),
repay any Letter of Credit Advances resulting from drawings thereunder
pursuant to Section 2.13(c) and request the issuance of additional
Letters of Credit under this Section 2.13(a).

          (b)  Request for Issuance.  (i)  Each Letter of Credit shall
be issued upon notice, given not later than 11:00 A.M. (New York City
time) on the third Business Day prior to the date of the proposed
issuance of such Letter of Credit, by the Borrower to any Issuing Bank,
which shall give to the Administrative Agent and each Lender prompt
notice thereof by telex, telecopier or cable.  Each such notice of
issuance of a Letter of Credit (a "Notice of Issuance") shall be by
telex, telecopier or cable, confirmed immediately in writing,
specifying therein the requested (A) date of such issuance (which shall
be a Business Day), (B) Available Amount of such Letter of Credit, (C)
expiration date of such Letter of Credit, (D) name and address of the
beneficiary of such Letter of Credit and (E) form of such Letter of
Credit, and shall be accompanied by such application and agreement for
letter of credit (a "Letter of Credit Agreement") as such Issuing Bank
may specify to the Borrower for use in connection with such requested
Letter of Credit.  If (x) the requested form of such Letter of Credit
is acceptable to such Issuing Bank in its sole discretion and (y) it
has not received notice of objection to such issuance from the Required
Lenders, such Issuing Bank will, upon fulfillment of the applicable
conditions set forth in Article III, make such Letter of Credit
available to the Borrower at its office referred to in Section 9.02 or
as otherwise agreed with the Borrower in connection with such issuance.
In the event and to the extent that the provisions of any Letter of
Credit Agreement shall conflict with this Agreement, the provisions of
this Agreement shall govern.

          (ii) Each Issuing Bank shall furnish (A) to the
Administrative Agent on the first Business Day of each month a written
report summarizing issuance and expiration dates of Letters of Credit
issued by such Issuing Bank during the previous month and drawings
during such month under all Letters of Credit issued by such Issuing
Bank, (B) to each Lender on the first Business Day of each month a
written report summarizing issuance and expiration dates of Letters of
Credit issued by such Issuing Bank during the preceding month and
drawings during such month under all Letters of Credit issued by such
Issuing Bank and (C) to the Administrative Agent and each Lender on the
first Business Day of each calendar quarter a written report setting
forth the average daily aggregate Available Amount during the preceding
calendar quarter of all Letters of Credit issued by such Issuing Bank.

          (c)  Drawing and Reimbursement.  The payment by any Issuing
Bank of a draft drawn under any Letter of Credit shall constitute for
all purposes of this Agreement the making by such Issuing Bank of a
Letter of Credit Advance, which shall be a Base Rate Advance, in the
amount of such draft.  Upon written demand by such Issuing Bank, with a
copy of such demand to the Administrative Agent, each other Lender
shall purchase from such Issuing Bank, and such Issuing Bank shall sell
and assign to each such other Lender, such other Lender's Pro Rata
Share of such outstanding Letter of Credit Advance as of the date of
such purchase, by making available for the account of its Applicable
Lending Office to the Administrative Agent for the account of such
Issuing Bank, by deposit to the Administrative Agent's Account, in same
day funds, an amount equal to the portion of the outstanding principal
amount of such Letter of Credit Advance to be purchased by such Lender.
The Borrower hereby agrees to each such sale and assignment.  Each
Lender agrees to purchase its Pro Rata Share of an outstanding Letter
of Credit Advance on (i) the Business Day on which demand therefor is
made by the Issuing Bank which made such Advance, provided notice of
such demand is given not later than 11:00 A.M. (New York City time) on
such Business Day or (ii) the first Business Day next succeeding such
demand if notice of such demand is given after such time.  Upon any
such assignment by an Issuing Bank to any other Lender of a portion of
a Letter of Credit Advance, such Issuing Bank represents and warrants
to such other Lender that such Issuing Bank is the legal and beneficial
owner of such interest being assigned by it, but makes no other
representation or warranty and assumes no responsibility with respect
to such Letter of Credit Advance, the Loan Documents or either Loan
Party.  If and to the extent that any Lender shall not have so made the
amount of such Working Capital Advance available to the Administrative
Agent, such Lender agrees to pay to the Administrative Agent forthwith
on demand such amount together with interest thereon, for each day from
the date of demand by such Issuing Bank until the date such amount is
paid to the Administrative Agent, at the Federal Funds Rate.  If such
Lender shall pay to the Administrative Agent such amount for the
account of such Issuing Bank on any Business Day, such amount so paid
in respect of principal shall constitute a Letter of Credit Advance
made by such Lender on such Business Day for purposes of this
Agreement, and the outstanding principal amount of the Letter of Credit
Advance made by such Issuing Bank shall be reduced by such amount on
such Business Day.

          (d)  Obligations Absolute.  The Obligations of the Borrower
under this Agreement, any Letter of Credit Agreement and any other
agreement or instrument relating to any Letter of Credit shall be
unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement, such Letter of Credit Agreement and
such other agreement or instrument under all circumstances, including,
without limitation, the following circumstances:

          (i)  any lack of validity or enforceability of this
     Agreement, any Letter of Credit Agreement, any Letter of Credit or
     any other agreement or instrument relating thereto (this Agreement
     and all of the other foregoing being, collectively, the "L/C
     Related Documents");

          (ii) any change in the time, manner or place of payment of,
     or in any other term of, all or any of the Obligations of the
     Borrower in respect of any L/C Related Document or any other
     amendment or waiver of or any consent to departure from all or any
     of the L/C Related Documents;

          (iii)     the existence of any claim, set-off, defense or
     other right that the Borrower may have at any time against any
     beneficiary or any transferee of a Letter of Credit (or any
     Persons for whom any such beneficiary or any such transferee may
     be acting), any Issuing Bank or any other Person, whether in
     connection with the transactions contemplated by the L/C Related
     Documents or any unrelated transaction;

          (iv) any statement or any other document presented under a
     Letter of Credit proving to be forged, fraudulent, invalid or
     insufficient in any respect or any statement therein being untrue
     or inaccurate in any respect;

          (v)  payment by any Issuing Bank under a Letter of Credit
     against presentation of a draft or certificate that does not
     strictly comply with the terms of such Letter of Credit;

          (vi) any exchange, release or non-perfection of any
     collateral, or any release or amendment or waiver of or consent to
     departure from the Guaranty or any other guarantee, for all or any
     of the Obligations of the Borrower in respect of the L/C Related
     Documents; or

          (vii)     any other circumstance or happening whatsoever,
     whether or not similar to any of the foregoing, including, without
     limitation, any other circumstance that might otherwise constitute
     a defense available to, or a discharge of, the Borrower, the
     Guarantor or any other guarantor.

          (e)  Compensation.  (i)  The Borrower shall pay to the
Administrative Agent for the account of each Lender a commission on
such Lender's Pro Rata Share of the average daily aggregate Available
Amount of all Letters of Credit outstanding from time to time at the
rate per annum determined by reference to the Leverage Ratio in effect
from time to time as set forth below, payable in arrears quarterly on
the last Business Day of each March, June, September and December
commencing September 30, 1995 and on the Termination Date:

       Level   Leverage Ratio               Letter of Credit
                                            Fee Rate
     
     Level 1   Less than or equal to                      0.625%
               0.4000                                           
     Level 2   Greater than 0.4000 and                    0.750%
               less than or equal to
               0.4725
     Level 3   Greater than 0.4725 and                     1.00%
               less than or equal to
               0.4897
     Level 4   Greater than 0.4897 and                     1.50%
               less than or equal to
               0.5068
     Level 5   Greater than 0.5068                         2.00%

          (ii) The Borrower shall pay to each Issuing Bank, for its own
account, such commissions, issuance fees, transfer fees and other fees
and charges in connection with the issuance or administration of each
Letter of Credit as the Borrower and such Issuing Bank shall agree.

          (f)  Existing Letters of Credit.  Effective as of the
Effective Date, (i) the "Letters of Credit" issued for the account of
the Borrower by any Existing Issuing Bank pursuant to the Existing
Credit Agreement (such "Letters of Credit" as are outstanding
thereunder on the date hereof and set forth on Schedule 2.13(f) hereto
being the "Existing Letters of Credit"), will be deemed to be Letters
of Credit hereunder, (ii) the Existing Letters of Credit will no longer
be Obligations outstanding under the Existing Credit Agreement and
(iii) each such Existing Issuing Bank (x) hereby sells and assigns all
of its rights in and to, and all of its obligations under, the Existing
Letter of Credit Commitment held by it, the amount of which is set
forth opposite its name on Schedule 9.12 hereto, to the Issuing Banks,
and each Issuing Bank hereby purchases and assumes, based on its pro
rata share of the Letter of Credit Commitments, all of the Existing
Issuing Banks' rights in and to, and obligations under, the Existing
Letter of Credit Commitments and (y) will be deemed to have sold and
transferred an undivided interest and participation in respect of the
Existing Letters of Credit issued by it and each Lender hereunder will
be deemed to have purchased and received, without further action on the
part of any party, an undivided interest and participation in such
Existing Letters of Credit, based on such Lender's Pro Rata Share of
the Working Capital Facility.

          SECTION 2.14.  Use of Proceeds.  The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such
proceeds) solely (i) to refinance Debt of the Borrower under the
Existing Credit Agreement, (ii) to provide working capital for the
Borrower and its Subsidiaries and (iii) for other general corporate
purposes.

          SECTION 2.15.  Defaulting Lenders.  (a)  In the event that,
at any one time, (i) any Lender shall be a Defaulting Lender, (ii) such
Defaulting Lender shall owe a Defaulted Advance to the Borrower and
(iii) the Borrower shall be required to make any payment hereunder or
under any other Loan Document to or for the account of such Defaulting
Lender, then the Borrower may, so long as no Default shall occur or be
continuing at such time and to the fullest extent permitted by
applicable law, set off and otherwise apply the Obligation of the
Borrower to make such payment to or for the account of such Defaulting
Lender against the Obligation of such Defaulting Lender to make such
Defaulted Advance.  In the event that the Borrower shall so set off and
otherwise apply the Obligation of the Borrower to make any such payment
against the Obligation of such Defaulting Lender to make any such
Defaulted Advance on any date, the amount so set off and otherwise
applied by the Borrower shall constitute for all purposes of this
Agreement and the other Loan Documents an Advance by such Defaulting
Lender made on such date under the Facility pursuant to which such
Defaulted Advance was originally required to have been made pursuant to
Section 2.01.  Such Advance shall be a Base Rate Advance and shall be
considered, for all purposes of this Agreement, to comprise part of the
Borrowing in connection with which such Defaulted Advance was
originally required to have been made pursuant to Section 2.01, even if
the other Advances comprising such Borrowing shall be Eurodollar
Advances on the date such Advance is deemed to be made pursuant to this
subsection (a).  The Borrower shall notify the Administrative Agent at
any time the Borrower reduces the amount of the Obligation of the
Borrower to make any payment otherwise required to be made by it
hereunder or under any other Loan Document as a result of the exercise
by the Borrower of its right set forth in this subsection (a) and shall
set forth in such notice (A) the name of the Defaulting Lender and the
Defaulted Advance required to be made by such Defaulting Lender and
(B) the amount set off and otherwise applied in respect of such
Defaulted Advance pursuant to this subsection (a).  Any portion of such
payment otherwise required to be made by the Borrower to or for the
account of such Defaulting Lender which is paid by the Borrower, after
giving effect to the amount set off and otherwise applied by the
Borrower pursuant to this subsection (a), shall be applied by the
Administrative Agent as specified in subsection (b) or (c) of this
Section 2.15.

          (b)  In the event that, at any one time, (i) any Lender shall
be a Defaulting Lender, (ii) such Defaulting Lender shall owe a
Defaulted Amount to the Administrative Agent or any of the other
Lenders and (iii) the Borrower shall make any payment hereunder or
under any other Loan Document to the Administrative Agent for the
account of such Defaulting Lender, then the Administrative Agent may,
on its behalf or on behalf of such other Lenders and to the fullest
extent permitted by applicable law, apply at such time the amount so
paid by the Borrower to or for the account of such Defaulting Lender to
the payment of each such Defaulted Amount to the extent required to pay
such Defaulted Amount.  In the event that the Administrative Agent
shall so apply any such amount to the payment of any such Defaulted
Amount on any date, the amount so applied by the Administrative Agent
shall constitute for all purposes of this Agreement and the other Loan
Documents payment, to such extent, of such Defaulted Amount on such
date.  Any such amount so applied by the Administrative Agent shall be
retained by the Administrative Agent or distributed by the
Administrative Agent to such other Lenders, ratably in accordance with
the respective portions of such Defaulted Amounts payable at such time
to the Administrative Agent and such other Lenders and, if the amount
of such payment made by the Borrower shall at such time be insufficient
to pay all Defaulted Amounts owing at such time to the Administrative
Agent and the other Lenders, in the following order of priority:

          (i)  first, to the Administrative Agent for any Defaulted
     Amount then owing to the Administrative Agent (in its capacity as
     Administrative Agent); and

          (ii) second, to any other Lenders for any Defaulted Amounts
     then owing to such other Lenders, ratably in accordance with such
     respective Defaulted Amounts then owing to such other Lenders.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied
by the Administrative Agent pursuant to this subsection (b), shall be
applied by the Administrative Agent as specified in subsection (c) of
this Section 2.15.

          (c)  In the event that, at any one time, (i) any Lender shall
be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower, the
Administrative Agent or any other Lender shall be required to pay or
distribute any amount hereunder or under any other Loan Document to or
for the account of such Defaulting Lender, then the Borrower or such
other Lender shall pay such amount to the Administrative Agent to be
held by the Administrative Agent, to the fullest extent permitted by
applicable law, in escrow or the Administrative Agent shall, to the
fullest extent permitted by applicable law, hold in escrow such amount
otherwise held by it.  Any funds held by the Administrative Agent in
escrow under this subsection (c) shall be deposited by the
Administrative Agent in an account with Citibank, in the name and under
the control of the Administrative Agent, but subject to the provisions
of this subsection (c).  The terms applicable to such account,
including the rate of interest payable with respect to the credit
balance of such account from time to time, shall be Citibank's standard
terms applicable to escrow accounts maintained with it.  Any interest
credited to such account from time to time shall be held by the
Administrative Agent in escrow under, and applied by the Administrative
Agent from time to time in accordance with the provisions of, this
subsection (c).  The Administrative Agent shall, to the fullest extent
permitted by applicable law, apply all funds so held in escrow from
time to time to the extent necessary to make any Advances required to
be made by such Defaulting Lender and to pay any amount payable by such
Defaulting Lender hereunder and under the other Loan Documents to the
Administrative Agent or any other Lender, as and when such Advances or
amounts are required to be made or paid and, if the amount so held in
escrow shall at any time be insufficient to make and pay all such
Advances and amounts required to be made or paid at such time, in the
following order of priority:

          (i)  first, to the Administrative Agent for any amount then
     due and payable by such Defaulting Lender to the Administrative
     Agent (in its capacity as Administrative Agent) hereunder;

          (ii) second, to the Co-Agents for any amount then due and
     payable by such Defaulting Lender to the Co-Agents hereunder,
     ratably in accordance with such respective amounts then due and
     payable to the Co-Agents (in their capacity as Co-Agents);

          (iii)     third, to any other Lenders for any amount then due
     and payable by such Defaulting Lender to such other Lenders
     hereunder, ratably in accordance with such respective amounts then
     due and payable to such other Lenders; and

          (iv) fourth, to the Borrower for any Advance then required to
     be made by such Defaulting Lender pursuant to a Commitment of such
     Defaulting Lender.

In the event that such Defaulting Lender shall, at any time, cease to
be a Defaulting Lender, any funds held by the Administrative Agent in
escrow at such time with respect to such Defaulting Lender shall be
distributed by the Administrative Agent to such Defaulting Lender and
applied by such Defaulting Lender to the Obligations owing to such
Lender at such time under this Agreement and the other Loan Documents
ratably in accordance with the respective amounts of such Obligations
outstanding at such time.

          (d)  The rights and remedies against a Defaulting Lender
under this Section 2.15 are in addition to other rights and remedies
that the Borrower may have against such Defaulting Lender with respect
to any Defaulted Advance and that the Administrative Agent, any
Co-Agent or any Lender may have against such Defaulting Lender with
respect to any Defaulted Amount.

                          ARTICLE III

                     CONDITIONS OF LENDING

          SECTION 3.01.  Conditions Precedent to Effectiveness of
Sections 2.01 and 2.13.  Sections 2.01 and 2.13 of this Agreement shall
become effective on and as of the first date (the "Effective Date") on
which the following conditions precedent have been satisfied:

          (a)  The Lenders shall be satisfied with the corporate and
     legal structure and capitalization of each Loan Party and the
     Joint Venture Company, including the terms and conditions of the
     charter, bylaws and each class of capital stock of each Loan Party
     and of each agreement or instrument relating to such structure or
     capitalization.

          (b)  There shall have occurred no Material Adverse Change
     since June 30, 1994.

          (c)  There shall exist no action, suit, investigation,
     litigation or proceeding affecting either Loan Party or any of
     their Subsidiaries pending or threatened before any court,
     governmental agency or arbitrator that (i) would be reasonably
     likely to have a Material Adverse Effect other than the matters
     described on Schedule 3.01(c) (the "Disclosed Litigation") or (ii)
     purports to affect the legality, validity or enforceability of
     this Agreement, any Note, any other Loan Document, any Related
     Document or the consummation of the transactions contemplated
     hereby, and there shall have been no adverse change in the status,
     or financial effect on either Loan Party or any of their
     Subsidiaries, of the Disclosed Litigation from that described in
     the Pre-Commitment Information.

          (d)  All Capital Stock or other ownership interests of the
     Borrower and the Borrower's Subsidiaries shall be owned by the
     Guarantor or the Borrower or one or more of the Borrower's
     Subsidiaries, in each case free and clear of any Lien.

          (e)  The Lenders shall have completed a due diligence
     investigation of the Loan Parties and their Subsidiaries in scope,
     and with results, satisfactory to the Lenders, and nothing shall
     have come to the attention of the Lenders during the course of
     such due diligence investigation to lead them to believe that the
     information provided by or on behalf of the Guarantor or the
     Borrower to the Lenders prior to the date hereof (the "Pre-Com
     mitment Information") was or has become misleading, incorrect or
     incomplete in any material respect; without limiting the
     generality of the foregoing, the Lenders shall have been given
     such access to the management, records, books of account,
     contracts and properties of the Guarantor, the Borrower and their
     Subsidiaries as they shall have requested.

          (f)  All governmental and third party consents and approvals
     necessary in connection with the transactions contemplated hereby
     shall have been obtained (without the imposition of any conditions
     that are not acceptable to the Lenders) and shall remain in
     effect, and no law or regulation shall be applicable that
     restrains, prevents or imposes materially adverse conditions upon
     the transactions contemplated hereby.

          (g)  The Lenders shall be reasonably satisfied with the
     amount, parties, terms and conditions of all insurance policies of
     the Borrower and the Guarantor.

          (h)  The Borrower shall have paid all accrued fees and
     expenses of the Administrative Agent, the Co-Agents and the
     Lenders (including the accrued fees and expenses of Shearman &
     Sterling, counsel to the Administrative Agent and the Co-Agents).

          (i)  The Administrative Agent shall have received on or
     before the Effective Date the following, each dated such day
     (unless otherwise specified), in form and substance satisfactory
     to the Lenders (unless otherwise specified) and (except for the
     Notes) in sufficient copies for each Lender:

                    (i)  The Notes to the order of the Lenders.

                    (ii) Certified copies of the resolutions of the
          Board of Directors of the Borrower and the Guarantor
          approving this Agreement, the Notes and each other Loan
          Document to which it is or is to be a party, and of all
          documents evidencing other necessary corporate action and
          governmental approvals, if any, with respect to this
          Agreement, the Notes and each other Loan Document.

                    (iii)     A copy of a certificate of the Secretary
          of State of the State of Delaware, dated reasonably near the
          Effective Date, listing the charter of the Borrower and the
          Guarantor and each amendment thereto on file in his office
          and certifying that (A) such amendments are the only
          amendments to the Borrower's or the Guarantor's charter on
          file in his office, (B) the Borrower and the Guarantor have
          paid all franchise taxes to the date of such certificate and
          (C) the Borrower and the Guarantor are duly incorporated and
          in good standing under the laws of the State of Delaware.

                    (iv) A certificate of the Borrower and the
          Guarantor, signed on behalf of the Borrower and the Guarantor
          by its President or a Vice President and its Secretary or any
          Assistant Secretary, dated the Effective Date (the statements
          made in which certificate shall be true on and as of the
          Effective Date), certifying as to (A) the absence of any
          amendments to the charter of the Borrower or the Guarantor
          since the date of the Secretary of State's certificate
          referred to in Section 3.01(i)(iii), (B) a true and correct
          copy of the bylaws of the Borrower and the Guarantor as in
          effect on the Effective Date, (C) the due incorporation and
          good standing of the Borrower and the Guarantor as a
          corporation organized under the laws of the State of
          Delaware, and the absence of any proceeding for the
          dissolution or liquidation of the Borrower or the Guarantor,
          (D) the truth of the representations and warranties contained
          in the Loan Documents as though made on and as of the
          Effective Date and (E) the absence of any event occurring and
          continuing that constitutes a Default.

                    (v)  A certificate of the Secretary or an Assistant
          Secretary of the Borrower and the Guarantor certifying the
          names and true signatures of the officers of the Borrower and
          the Guarantor authorized to sign this Agreement, the Notes
          and each other Loan Document to which they are or are to be
          parties and the other documents to be delivered hereunder and
          thereunder.

                    (vi) Certified copies of each of the Related
          Documents, duly executed by the parties thereto and in form
          and substance satisfactory to the Lenders, together with all
          agreements, instruments and other documents delivered in
          connection therewith.

                    (vii)     Such financial, business and other
          information regarding each Loan Party and their respective
          Subsidiaries as the Lenders shall have requested, including,
          without limitation, information as to possible contingent
          liabilities, tax matters, environmental matters, obligations
          under ERISA and Welfare Plans, collective bargaining
          agreements and other arrangements with employees, annual
          financial statements dated June 30, 1994, interim financial
          statements dated the end of the most recent fiscal quarter
          for which financial statements are available (or, in the
          event the Lenders' due diligence review reveals material
          changes since such financial statements, as of a later date
          within 45 days of the Effective Date), pro forma financial
          statements as to the Guarantor and forecasts prepared by
          management of the Guarantor, in form and substance
          satisfactory to the Lenders, of balance sheets, income
          statements and cash flow statements on a monthly basis for
          the first year following the Effective Date and on an annual
          basis for each year thereafter until the Termination Date.

                    (viii)    A letter, in form and substance
          satisfactory to the Co-Agents, from the Guarantor to Ernst &
          Young, its independent certified public accountants, advising
          such accountants that the Co-Agents, the Administrative Agent
          and the Lenders have been authorized to exercise all rights
          of the Guarantor to require such accountants to disclose any
          and all financial statements and any other information of any
          kind that they may have with respect to the business,
          condition (financial or otherwise), operations, performance,
          properties or prospects of the Guarantor and its Subsidiaries
          and directing such accountants to comply with any reasonable
          request of the Administrative Agent or any Lender for such
          information.

                    (ix) Certified copies of all Material Contracts of
          the Borrower, the Guarantor and their respective
          Subsidiaries.

                    (x)  A favorable opinion of Kaye, Scholer, Fierman,
          Hays & Handler, special counsel for the Borrower and the
          Guarantor, in substantially the form of Exhibit D hereto and
          as to such other matters as any Lender through the
          Administrative Agent may reasonably request.

                    (xi) A favorable opinion of Marschall I. Smith,
          Esq., General Counsel of the Borrower and the Guarantor, in
          substantially the form of Exhibit E hereto and as to such
          other matters as any Lender through the Administrative Agent
          may reasonably request.

                    (xii)     A favorable opinion of Shearman &
          Sterling, counsel for the Co-Agents, in form and substance
          satisfactory to the Co-Agents.

          (j)  On the Effective Date, the following statements shall be
     true and the Administrative Agent shall have received for the
     account of each Lender a certificate signed by a duly authorized
     officer of the Borrower, dated the Effective Date, stating that:

                    (i)  the representations and warranties contained
          in each Loan Document are correct on and as of the Effective
          Date, as though made on and as of such date other than any
          such representations or warranties that, by their terms,
          refer to a date other than the date of such Borrowing or
          issuance; and

                    (ii) no event has occurred and is continuing that
          constitutes a Default.

          (k)  All accrued interest, fees and other amounts owing to
     the Existing Lenders, the Existing Issuing Banks, the Co-Agents
     and the Administrative Agent in connection with the Existing
     Credit Agreement shall have been paid in full.

          (l)  The Borrower shall have notified each Lender and the
     Administrative Agent in writing as to the proposed Effective Date.

          SECTION 3.02.  Conditions Precedent to Each Borrowing and
Issuance, Etc.  The obligation of each Lender to make an Advance (other
than a Letter of Credit Advance made by an Issuing Bank or a Lender
pursuant to Section 2.13(c) and a Swing Line Advance made by a Lender
pursuant to Section 2.02(b)) on the occasion of each Borrowing
(including the initial Borrowing), and the right of the Borrower to
request the issuance of Letters of Credit (including the initial
issuance of Letters of Credit) and Swing Line Borrowings, shall be
subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing or issuance (a) the
following statements shall be true (and each of the giving of the
applicable Notice of Borrowing, Notice of Swing Line Borrowing or
Notice of Issuance and the acceptance by the Borrower of the proceeds
of such Borrowing or of such Letter of Credit shall constitute a
representation and warranty by the Borrower that on the date of such
Borrowing or issuance such statements are true):

          (i)  the representations and warranties contained in each
     Loan Document are correct on and as of the date of such Borrowing
     or issuance, before and after giving effect to such Borrowing or
     issuance and to the application of the proceeds therefrom, as
     though made on and as of such date other than any such
     representations or warranties that, by their terms, refer to a
     date other than the date of such Borrowing or issuance; and

          (ii) no event has occurred and is continuing, or would result
     from such Borrowing or issuance or from the application of the
     proceeds therefrom, that constitutes a Default;

and (b) the Administrative Agent shall have received such other
approvals, opinions or documents as any Lender or any Issuing Bank
through the Administrative Agent may reasonably request in order to
confirm (i) the accuracy of the Borrower's and the Guarantor's
representations and warranties in the Loan Documents, (ii) the
Borrower's and the Guarantor's timely compliance with the terms,
covenants and agreements set forth in the Loan Documents and (iii) the
absence of any Default.

          SECTION 3.03.  Determinations Under Section 3.01.  For
purposes of determining compliance with the conditions specified in
Section 3.01, each Lender shall be deemed to have consented to,
approved or accepted or to be satisfied with each document or other
matter required thereunder to be consented to or approved by or
acceptable or satisfactory to the Lenders unless an officer of the
Administrative Agent responsible for the transactions contemplated by
the Loan Documents shall have received notice from such Lender prior to
the date that the Borrower, by notice to the Lenders, designates as the
proposed Effective Date, specifying its objection thereto.

     ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

          SECTION 4.01.  Representations and Warranties of the Borrower
and the Guarantor.  Each of the Borrower and the Guarantor represents
and warrants as follows:

          (a)  Each Loan Party (i) is a corporation duly organized,
     validly existing and good standing under the laws of the
     jurisdiction of its incorporation, (ii) is duly qualified and in
     good standing as a foreign corporation in each other jurisdiction
     in which it owns or leases 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
     likely to have a Material Adverse Effect and (iii) 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 as proposed to be conducted.  All of the outstanding
     capital stock of the Borrower has been validly issued, is fully
     paid and non-assessable and is owned by the Guarantor free and
     clear of all Liens.

          (b)  Set forth on Schedule 4.01(b) hereto is a complete and
     accurate list of all Subsidiaries of each Loan Party, showing as
     of the date hereof (as to each such Subsidiary) the jurisdiction
     of its incorporation, the number of shares of each class of
     capital stock authorized, and the number outstanding, on the date
     hereof and the percentage of the outstanding shares of each such
     class owned (directly or indirectly) by such Loan Party and the
     number of shares covered by all outstanding options, warrants,
     rights of conversion or purchase and similar rights at the date
     hereof.  All of the outstanding capital stock of all of such
     Subsidiaries has been validly issued, is fully paid and
     non-assessable and is owned by such Loan Party or one or more of
     its Subsidiaries free and clear of all Liens.  Each such
     Subsidiary (i) is a corporation duly organized, validly existing
     and in good standing under the laws of the jurisdiction of its
     incorporation, (ii) is duly qualified and in good standing as a
     foreign corporation in each other jurisdiction in which it owns or
     leases 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 likely to have a
     Material Adverse Effect and (iii) 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 as proposed to be
     conducted.

          (c)  The execution, delivery and performance by each Loan
     Party of this Agreement, the Notes, each other Loan Document and
     each Related Document to which it is or is to be a party, and the
     consummation of transactions contemplated hereby, are within such
     Loan Party's corporate powers, have been duly authorized by all
     necessary corporate action, and do not (i) contravene such Loan
     Party's charter or by-laws, (ii) violate any law (including,
     without limitation, the Securities Exchange Act of 1934 and the
     Racketeer Influenced and Corrupt Organizations Chapter of the
     Organized Crime Control Act of 1970), rule, regulation (including,
     without limitation, Regulation X of the Board of Governors of the
     Federal Reserve System), order, writ, judgment, injunction,
     decree, determination or award, (iii) conflict with or result in
     the breach of, or constitute a default under, any material
     contract, loan agreement, indenture, mortgage, deed of trust,
     material lease or other instrument binding on or affecting either
     Loan Party, any of its Subsidiaries or any of their properties or
     (iv) result in or require the creation or imposition of any Lien
     upon or with respect to any of the properties of either Loan Party
     or any of its Subsidiaries.  No Loan Party or any of its
     Subsidiaries is in violation of any such law, rule, regulation,
     order, writ, judgment, injunction, decree, determination or award
     or in breach of any such contract, loan agreement, indenture,
     mortgage, deed of trust, lease or other instrument, the violation
     or breach of which could be reasonably likely to have a Material
     Adverse Effect.

          (d)  No authorization or approval or other action by, and no
     notice to or filing with, any governmental authority or regulatory
     body or any other third party is required for (i) the due
     execution, delivery, recordation, filing or performance by either
     Loan Party of this Agreement, the Notes, any other Loan Document
     or any Related Document to which it is or is to be a party, or for
     the consummation of the transactions contemplated hereby or
     (ii) the exercise by the Administrative Agent, any Co-Agent or any
     Lender of its rights under the Loan Documents.  All applicable
     waiting periods in connection with the transactions contemplated
     hereby have expired without any action having been taken by any
     competent authority restraining, preventing or imposing materially
     adverse conditions upon the rights of the Loan Parties or their
     Subsidiaries freely to transfer or otherwise dispose of, or to
     create any Lien on, any properties now owned or hereafter acquired
     by any of them.

          (e)  This Agreement has been, and each of the Notes, each
     other Loan Document and each Related Document when delivered
     hereunder will have been, duly executed and delivered by each Loan
     Party party thereto.  This Agreement is, and each of the Notes,
     each other Loan Document and each Related Document when delivered
     hereunder will be, the legal, valid and binding obligation of each
     Loan Party party thereto, enforceable against such Loan Party in
     accordance with its terms.

          (f)  The Consolidated balance sheets of the Guarantor and its
     Subsidiaries as at June 30, 1994, and the related Consolidated
     statements of income and cash flows of the Guarantor and its
     Subsidiaries for the fiscal year then ended, accompanied by an
     opinion of Ernst & Young, independent public accountants, and the
     Consolidated balance sheets of the Guarantor and its Subsidiaries
     as at March 31, 1995, and the related Consolidated statements of
     income and cash flows of the Guarantor and its Subsidiaries for
     the nine months then ended, duly certified by the chief financial
     officer of the Guarantor, copies of which have been furnished to
     each Lender, fairly present, subject, in the case of said balance
     sheets as at March 31, 1995, and said statements of income and
     cash flows for the nine months then ended, to year-end audit
     adjustments, the Consolidated financial condition of the Guarantor
     and its Subsidiaries as at such dates and the Consolidated results
     of the operations of the Guarantor and its Subsidiaries for the
     periods ended on such dates, all in accordance with generally
     accepted accounting principles applied on a consistent basis, and
     since June 30, 1994, there has been no Material Adverse Change.

          (g)  The Consolidated pro forma statements of income and cash
     flows of the Guarantor and its Subsidiaries for the five-year
     period ending June 30, 2000, certified by the chief financial
     officer of the Guarantor, copies of which have been furnished to
     each Lender, fairly present the Consolidated pro forma results of
     operations of the Guarantor and its Subsidiaries for the five-year
     period ended on such date, in each case giving effect to the
     transactions contemplated hereby, all in accordance with GAAP.

          (h)  The Consolidated forecasted balance sheets, income
     statements and cash flows statements of the Guarantor and its
     Subsidiaries delivered to the Lenders pursuant to
     Section 3.01(i)(vii) or 5.03(d) were prepared in good faith on the
     basis of the assumptions stated therein, which assumptions were
     fair in the light of conditions existing at the time of delivery
     of such forecasts, and represented, at the time of delivery, the
     Guarantor's best estimate of its future financial performance.

          (i)  Neither the Pre-Commitment Information nor any other
     information, exhibit or report furnished by either Loan Party to
     the Co-Agents or any Lender in connection with the negotiation of
     the Loan Documents or pursuant to the terms of the Loan Documents
     contained any untrue statement of a material fact or omitted to
     state a material fact necessary to make the statements made
     therein not misleading at the time and under the circumstances
     when given.

          (j)  There is no action, suit, investigation, litigation or
     proceeding affecting either Loan Party or any of their
     Subsidiaries, including any Environmental Action, pending or
     threatened before any court, governmental agency or arbitrator
     that (i) could reasonably be expected to have a Material Adverse
     Effect (other than the Disclosed Litigation) or (ii) purports to
     affect the legality, validity or enforceability of this Agreement,
     any Note, any other Loan Document or any Related Document or the
     consummation of the transactions contemplated hereby, and there
     has been no material adverse change in the status, or financial
     effect on either Loan Party or any of their Subsidiaries, of the
     Disclosed Litigation from that described on Schedule 3.01(c).

          (k)  No proceeds of any Advance will be used to acquire, in
     connection with a hostile or contested bid, any equity security of
     a class that is registered pursuant to Section 12 of the
     Securities Exchange Act of 1934.

          (l)  (A) The Borrower is not engaged in the business of
     extending credit for the purpose of purchasing or carrying, and no
     proceeds of any Advance will be used to extend credit to others
     for the purpose of purchasing or carrying, Margin Stock, and (B)
     no proceeds of any Advance will be used to purchase or carry any
     Margin Stock in connection with a hostile or contested bid.

          (m)  Set forth on Schedule 4.01(m) hereto is a complete and
     accurate list of all Plans, Multiemployer Plans and Welfare Plans
     with respect to any employees of either Loan Party or any of their
     Subsidiaries.

          (n)  No ERISA Event has occurred or is reasonably expected to
     occur with respect to any Plan of either Loan Party or any of its
     ERISA Affiliates.

          (o)  Schedule B (Actuarial Information) to the 1994 annual
     report (Form 5500 Series) for each Plan of either Loan Party or
     any of its ERISA Affiliates, copies of which have been filed with
     the Internal Revenue Service and furnished to the Lenders, is
     complete and accurate and fairly presents the funding status of
     such Plan, and since the date of such Schedule B there has been no
     material adverse change in such funding status.

          (p)  Neither Loan Party nor any of its ERISA Affiliates has
     incurred or is reasonably expected to incur any Withdrawal
     Liability to any Multiemployer Plan.

          (q)  Neither Loan Party nor any of its ERISA Affiliates has
     been notified by the sponsor of a Multiemployer Plan of either
     Loan Party or any of its ERISA Affiliates that such Multiemployer
     Plan is in reorganization or has been terminated, within the
     meaning of Title IV of ERISA, and no such Multiemployer Plan is
     reasonably expected to be in reorganization or to be terminated,
     within the meaning of Title IV of ERISA.

          (r)  As of the Effective Date, the present value of retiree
     medical benefits, utilizing reasonable actuarial assumptions, for
     which the Loan Parties and their Subsidiaries are liable does not
     exceed $110,000,000.

          (s)  Except as described on Schedule 3.01(c), neither the
     business nor the properties of either Loan Party or any of its
     Subsidiaries are affected by any fire, explosion, accident,
     strike, lockout or other labor dispute, drought, storm, hail,
     earthquake, embargo, act of God or of the public enemy or other
     casualty (whether or not covered by insurance) that could
     reasonably be expected to have a Material Adverse Effect.

          (t)  Except as set forth on Schedule 4.01(t), the operations
     and properties of each Loan Party and each of its Subsidiaries
     comply in all material respects with all Environmental Laws, all
     necessary Environmental Permits have been obtained and are in
     effect for the operations and properties of each Loan Party and
     its Subsidiaries, each Loan Party and its Subsidiaries are in
     compliance in all material respects with all such Environmental
     Permits, and no circumstances exist that could reasonably be
     expected to (i) form the basis of an Environmental Action against
     either Loan Party or any of its Subsidiaries or any of their
     properties that could reasonably be expected to have a Material
     Adverse Effect or (ii) cause any such property to be subject to
     any restrictions on ownership, occupancy, use or transferability
     under any Environmental Law.

          (u)  Except as set forth on Schedule 4.01(u), none of the
     properties of either Loan Party or any of its Subsidiaries is
     listed or proposed for listing on the National Priorities List
     under CERCLA or on the Comprehensive Environmental Response,
     Compensation and Liability Information System maintained by the
     Environmental Protection Agency or, to the best of the knowledge
     of either Loan Party or any of its Subsidiaries, any analogous
     state list of sites requiring investigation or cleanup or is
     adjacent to any such property.

          (v)  Except as set forth on Schedule 4.01(v), to the best
     knowledge of either Loan Party or any of its Subsidiaries (i)
     neither Loan Party nor any of its Subsidiaries has transported or
     arranged for the transportation of any Hazardous Materials to any
     location that is listed or proposed for listing on the National
     Priorities List under CERCLA or on the Comprehensive Environmental
     Response, Compensation and Liability Information System maintained
     by the Environmental Protection Agency or any analogous state list
     and (ii) Hazardous Materials have not been generated, used,
     treated, handled, stored or disposed of on, or released or
     transported to or from, any property of either Loan Party or any
     of its Subsidiaries except in material compliance with all
     Environmental Laws and Environmental Permits, and neither Loan
     Party nor any of its Subsidiaries has any knowledge that any other
     wastes generated at any such properties have been disposed of
     other than in compliance with all Environmental Laws and
     Environmental Permits.

          (w)  Neither Loan Party nor any of its Subsidiaries is a
     party to any indenture, loan or credit agreement or any lease or
     other agreement or instrument or subject to any charter or
     corporate restriction that could reasonably be expected to have a
     Material Adverse Effect.

          (x)  Each Loan Party and each of its Subsidiaries has filed,
     has caused to be filed or has been included in all tax returns
     (Federal, state, local and foreign) required to be filed and has
     paid all taxes shown thereon to be due, together with applicable
     interest and penalties.

          (y)  Neither Loan Party nor any of its Subsidiaries is an
     "investment company," or an "affiliated person" of, or "promoter"
     or "principal underwriter" for, an "investment company," as such
     terms are defined in the Investment Company Act of 1940, as
     amended.  Neither the making of any Advances, nor the issuance of
     any Letters of Credit, nor the application of the proceeds or
     repayment thereof by the Borrower, nor the consummation of the
     other transactions contemplated hereby, will violate any provision
     of such Act or any rule, regulation or order of the Securities and
     Exchange Commission thereunder.

          (z)  Set forth on Schedule 4.01(z) hereto is a complete and
     accurate list of all outstanding Debt of $500,000 or more of each
     Loan Party and their Subsidiaries, showing as of the date hereof
     the principal amount outstanding thereunder; there exists no
     default as of such date under the provisions of any instrument
     evidencing such Debt or any agreement relating thereto.

          (aa) Set forth on Schedule 4.01(aa) hereto is a complete and
     accurate list of all Material Contracts of each Loan Party and
     their Subsidiaries, showing as of the date hereof the parties,
     subject matter and term thereof.  Each such Material Contract has
     been duly authorized, executed and delivered by all parties
     thereto, has not been amended or otherwise modified (except as
     permitted by Section 5.02(l)), is in full force and effect and is
     binding upon and enforceable against all parties thereto in
     accordance with its terms, and there exists no default under any
     Material Contract by any party thereto.

          (bb) Set forth on Schedule 4.01(bb) hereto is a complete and
     accurate list of all Investments held by each Loan Party or any of
     their Subsidiaries, showing as of the date hereof the amount,
     obligor or issuer and maturity, if any, thereof.

          (cc) Set forth on Schedule 4.01(cc) hereto is a complete and
     accurate list of all leases with lease payments exceeding $25,000
     in any year during the term thereof, and under which each Loan
     Party or any of their Subsidiaries is the lessee, showing as of
     the date hereof the subject matter, expiration date and annual
     rental cost thereof.  Each such lease is the legal, valid and
     binding obligation of the lessor thereof, enforceable in
     accordance with its terms.

          (dd) Following application of the proceeds of each Advance,
     not more than 25% of the value of the assets (of either Loan Party
     individually or with its Subsidiaries taken as a whole) subject to
     the provisions of Section 5.02(a), 5.02(e) or 5.20(n) or subject
     to any restriction contained in any agreement or instrument
     between either Loan Party and any Lender or any Affiliate of any
     Lender relating to Debt and within the scope of Section 6.01(e)
     will be Margin Stock.

          (ee) This Agreement, as an amendment and restatement of the
     Existing Credit Agreement, constitutes the Credit Agreement
     referred to in the Subordination Agreement and the Administrative
     Agent, the Co-Agents and the Lenders hereunder are fully entitled
     to the benefits of, and have all rights and remedies of the
     Administrative Agent, the Co-Agents and the Lenders under and as
     defined in, the Subordination Agreement.

     ARTICLE V

          COVENANTS OF THE BORROWER AND THE GUARANTOR

          SECTION 5.01.  Affirmative Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any
Lender shall have any Commitment hereunder, each of the Borrower and
the Guarantor will, unless the Required Lenders shall otherwise consent
in writing:

          (a)  Compliance with Laws, Etc.  Comply, and cause each of
     its Subsidiaries to comply, in all material respects, with all
     applicable laws, rules, regulations and orders, such compliance to
     include, without limitation, compliance with ERISA and the
     Racketeer Influenced and Corrupt Organizations Chapter of the
     Organized Crime Control Act of 1970.

          (b)  Payment of Taxes, Etc.  Pay and discharge, and cause
     each of its Subsidiaries to pay and discharge, before the same
     shall become delinquent, (i) all taxes, assessments and
     governmental charges or levies imposed upon it or upon its
     property and (ii) all lawful claims that, if unpaid, might by law
     become a Lien upon its property; provided, however, that neither
     the Borrower, the Guarantor nor any of their Subsidiaries shall be
     required to pay or discharge any such tax, assessment, charge,
     levy or claim that is being contested in good faith and by proper
     proceedings and as to which appropriate reserves are being
     maintained, unless and until any Lien resulting therefrom attaches
     to its property and becomes enforceable against its other
     creditors.

          (c)  Compliance with Environmental Laws.  Comply, and cause
     each of its Subsidiaries and all lessees and other Persons
     occupying its properties to comply, in all material respects, with
     all Environmental Laws and Environmental Permits applicable to its
     operations and properties; obtain and renew all Environmental
     Permits necessary for its operations and properties; establish,
     maintain and follow procedures designed to prevent any release or
     other disposal by the Guarantor, the Borrower or any of their
     respective Subsidiaries of any solid or hazardous waste, hazardous
     or toxic substance or material, pollutant, contaminant or other
     such substance, as those terms are used or defined in any
     applicable federal, state or local statute, regulation or
     ordinance, on, beneath or near any property or facility owned or
     operated by the Guarantor, the Borrower or their respective
     Subsidiaries, except to the extent such release or other disposal
     is in compliance in all material respects with applicable law or
     regulation or with the terms of a valid permit granted to the
     Guarantor, the Borrower or their respective Subsidiaries by
     applicable authorities; and conduct, and cause each of its
     Subsidiaries to conduct, any investigation, study, sampling and
     testing, and undertake any cleanup, removal, remedial or other
     action necessary to remove and clean up all Hazardous Materials
     from any of its properties, in accordance with the requirements of
     all Environmental Laws; provided, however, that neither the
     Borrower nor any of its Subsidiaries shall be required to
     undertake any such cleanup, removal, remedial or other action to
     the extent that its obligation to do so is being contested in good
     faith and by proper proceedings and appropriate reserves are being
     maintained with respect to such circumstances.

          (d)  Maintenance of Insurance.  Maintain, and cause each of
     its Subsidiaries to maintain, insurance with responsible and
     reputable insurance companies or associations in such amounts and
     covering such risks as is usually carried by companies engaged in
     similar businesses and owning similar properties in the same
     general areas in which the Borrower, the Guarantor or such
     Subsidiary operates, and advise the Administrative Agent promptly
     of any cancellation of a material policy or material reduction or
     amendment, provided that in any event the Guarantor shall
     maintain:

                    (i)  insurance against loss or damage covering all
          of the tangible real and personal property and improvements
          owned or operated by the Guarantor or any of its
          Subsidiaries, by reason of any Peril in amounts as shall be
          reasonable and customary;

                    (ii) automobile liability insurance for bodily
          injury and property damage in respect of all vehicles
          (whether owned, hired or rented by the Guarantor or any of
          its Subsidiaries) in such amounts as are reasonable and
          customary;

                    (iii)     comprehensive general liability insurance
          against claims for bodily injury, death or property damage
          occurring on, in or about such properties and adjoining
          streets and sidewalks, in such amounts as are then customary
          for property similar in use and location;

                    (iv) workers' compensation insurance and/or
          permitted self-insurance (including employers' liability
          insurance) to the extent required by applicable law;

                    (v)  product liability insurance against claims for
          bodily injury, death or property damage resulting from the
          use of products sold by the Guarantor in such amounts as are
          reasonable and customary;

                    (vi) business interruption insurance against loss
          of operating income earned from the operation of any
          production facility or the principal offices of the Guarantor
          and its Subsidiaries by reason of any Peril affecting the
          operation thereof, and insurance against any other insurable
          loss of operating income by reason of any business
          interruption affecting the Guarantor to the extent covered by
          standard business interruption policies in the States in
          which such production facilities or offices are located,
          which insurance shall in each case cover gross earnings by
          reason of the particular Peril or other insurable business
          interruption; and

                    (vii)     such other insurance in each case as
          generally carried by owners of similar properties in the
          States in which such properties are located in such amounts
          and against such risks as are reasonable and customary.

          (e)  Preservation of Corporate Existence, Etc.  Preserve and
     maintain, and cause each of its Subsidiaries to preserve and
     maintain, its corporate existence, rights (charter and statutory)
     and franchises; provided, however, that the Borrower and its
     Subsidiaries may consummate any merger or consolidation permitted
     under Section 5.02(d) and provided further that neither Loan Party
     nor any of their Subsidiaries shall be required to preserve any
     right or franchise if the Board of Directors of such Loan Party or
     such Subsidiary shall determine that the preservation thereof is
     no longer desirable in the conduct of the business of such Loan
     Party or such Subsidiary, as the case may be, and that the loss
     thereof is not disadvantageous in any material respect to such
     Loan Party or such Subsidiary, as the case may be, or to the
     Lenders.

          (f)  Visitation Rights.  At any reasonable time and from time
     to time, upon reasonable prior notice, permit the Administrative
     Agent or any of the Lenders or any agents or representatives
     thereof, to examine and make copies of and abstracts from the
     records and books of account of, and visit the properties of, the
     Borrower, the Guarantor and any of their Subsidiaries, and to
     discuss the affairs, finances and accounts of the Borrower, the
     Guarantor and any of their Subsidiaries with any of their officers
     or directors and with their independent certified public
     accountants.

          (g)  Preparation of Environmental Reports.  At the request of
     the Administrative Agent at the following times:  (i) upon the
     occurrence and during the continuance of a Default, (ii) upon the
     reasonable belief of the Required Lenders or the Administrative
     Agent that Hazardous Materials contamination may be present on a
     property of a Loan Party or any of its Subsidiaries and (iii) in
     addition to the times referred to in clauses (i) and (ii) above,
     once a year during the term of this Agreement, provide to the
     Lenders within 120 days after such request, at the expense of the
     Borrower, an environmental site assessment report for all of the
     Borrower's, the Guarantor's and their Subsidiaries' properties
     described in such request, prepared by an environmental consulting
     firm reasonably acceptable to the Administrative Agent indicating
     the presence or absence of Hazardous Materials and the estimated
     cost of any compliance, removal or remedial action in connection
     with any Hazardous Materials on such properties; without limiting
     the generality of the foregoing, if the Administrative Agent
     reasonably determines at any time that a material risk exists that
     any such report will not be provided within the time referred to
     above, the Administrative Agent may retain an environmental
     consulting firm to prepare such report at the expense of the
     Borrower, and each of the Borrower and the Guarantor hereby grants
     and agrees to cause any Subsidiary which owns any property
     described in the request to grant at the time of such request, to
     the Administrative Agent, the Co-Agents, the Lenders, such firm
     and any agents or representatives thereof an irrevocable
     non-exclusive license, subject to the rights of tenants, to enter
     onto their respective properties to undertake such an assessment
     at reasonable times and in such a manner as will not materially
     interfere with the use of any such property by the owner and
     tenant.

          (h)  Keeping of Books.  Keep, and cause each of its
     Subsidiaries to keep, proper books of record and account, in which
     full and correct entries shall be made of all financial
     transactions and the assets and business of the Borrower, the
     Guarantor and each such Subsidiary in accordance with generally
     accepted accounting principles in effect from time to time.

          (i)  Maintenance of Properties, Etc.  Maintain and preserve,
     and cause each of its Subsidiaries to maintain and preserve, all
     of its properties that are used or are, in the reasonable judgment
     of the Borrower, useful in the conduct of its business in good
     working order and condition, ordinary wear and tear excepted.

          (j)  Compliance with Terms of Leaseholds.  Make all payments
     and otherwise perform all obligations in respect of all leases of
     real property, keep such leases in full force and effect and not
     allow such leases to lapse or be terminated or any rights to renew
     such leases to be forfeited or cancelled, notify the
     Administrative Agent of any default by any party with respect to
     such leases and cooperate with the Administrative Agent in all
     respects to cure any such default, and cause each of its
     Subsidiaries to do so, in each case except to the extent that the
     failure to do so could not have a Material Adverse Effect.

          (k)  Performance of Related Documents.  Perform and observe
     all of the terms and provisions of each Related Document to be
     performed or observed by it, maintain each such Related Document
     in full force and effect, enforce such Related Document in
     accordance with its terms, take all such action to such end as may
     be from time to time reasonably requested by the Administrative
     Agent and, upon the reasonable request of the Administrative
     Agent, make to each other party to each such Related Document such
     demands and requests for information and reports or for action as
     the Guarantor or the Borrower is entitled to make under such
     Related Document, in each case except to the extent that the
     failure to do so could not materially impair the value of the
     interests or rights of the Guarantor, the Borrower or any of their
     Subsidiaries and could not materially impair the interests or
     rights of the Administrative Agent, any Co-Agent or any Lender.

          (l)  Performance of Material Contracts.  Perform and observe
     all the terms and provisions of each Material Contract to be
     performed or observed by it, maintain each such Material Contract
     in full force and effect, enforce each such Material Contract in
     accordance with its terms, take all such action to such end as may
     be from time to time reasonably requested by the Administrative
     Agent and, upon the reasonable request of the Administrative
     Agent, make to each other party to each such Material Contract
     such demands and requests for information and reports or for
     action as the Guarantor or the Borrower is entitled to make under
     such Material Contract, and cause each of its Subsidiaries to do
     so, in each case except to the extent that the failure to do so
     could not materially impair the value of the interests or rights
     of the Guarantor, the Borrower or any of their Subsidiaries and
     could not materially impair the interests or rights of the
     Administrative Agent, any Co-Agent or any Lender.

          (m)  Transactions with Affiliates.  Conduct, and cause each
     of its Subsidiaries to conduct, all transactions otherwise
     permitted under the Loan Documents with any of their Affiliates on
     terms that are fair and reasonable and no less favorable to the
     Borrower, the Guarantor or such Subsidiary than it would obtain in
     a comparable arm's-length transaction with a Person not an
     Affiliate, other than:  (i) the marketing and administrative
     services agreement between the Borrower and the Managing Partner,
     (ii) the employee leasing agreement between the Borrower and the
     Managing Partner and (iii) transactions between the Joint Venture
     Company and (a) the Borrower's railcar repair business located at
     Fitzgerald, Georgia, (b) the Borrower's "Rainbow" Division and (c)
     IMC-Canada, in each case on terms and conditions acceptable to the
     Required Lenders.

          SECTION 5.02.  Negative Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any
Lender shall have any Commitment hereunder, neither the Borrower nor
the Guarantor will, at any time, without the written consent of the
Required Lenders:

          (a)  Liens, Etc.  Create, incur, assume or suffer to exist,
     or permit any of its Subsidiaries to create, incur, assume or
     suffer to exist, any Lien on or with respect to any of its
     properties of any character (including, without limitation,
     accounts) whether now owned or hereafter acquired, or sign or
     file, or permit any of its Subsidiaries to sign or file, under the
     Uniform Commercial Code of any jurisdiction, a financing statement
     that names the Borrower, the Guarantor or any of their
     Subsidiaries as debtor, or sign, or permit any of its Subsidiaries
     to sign, any security agreement authorizing any secured party
     thereunder to file such financing statement, or assign, or permit
     any of its Subsidiaries to assign, any accounts or other right to
     receive income, excluding, however, from the operation of the
     foregoing restrictions the following:

                    (i)  Permitted Liens;

                    (ii) the Liens described on Schedule 5.02(a);

                    (iii)     Liens on accounts receivable and other
          related assets arising solely in connection with the sale or
          other disposition of such accounts receivable pursuant to
          Section 5.02(e)(vi); and

                    (iv) other Liens incurred in the ordinary course of
          business on property of the Borrower or the Guarantor, the
          aggregate fair value of such property not to exceed
          $10,000,000.

          (b)  Debt.  Create, incur, assume or suffer to exist, or
     permit any of its Subsidiaries to create, incur, assume or suffer
     to exist, any Debt other than:

                    (i)  in the case of the Borrower,

                              (A)  Debt under the Loan Documents,

                              (B)  Debt under the Subordinated
               Intercompany Notes, provided that the Borrower may pay
               interest thereon and principal thereof when due (subject
               to the terms of the Subordination Agreement) solely to
               the extent necessary to pay interest and principal on
               Debt of the Guarantor permitted under Section
               5.02(b)(ii)(C) or 5.02(b)(v)(A) and solely to the extent
               that the Borrower has not declared or paid cash
               dividends in an amount sufficient to pay interest and
               principal on the such Debt of the Guarantor, provided,
               however, that the Borrower may not pay interest thereon
               or principal thereof during the applicable Payment Block
               Period if a Payment Block has occurred and is
               continuing,

                              (C)  Debt of the Borrower owed to
               IMC-Canada, and

                              (D)  Debt incurred in connection with the
               limited recourse sale or other disposition of accounts
               receivable in an aggregate amount not to exceed
               $50,000,000 outstanding at any time;

                    (ii) in the case of the Guarantor,

                              (A)  Debt under the Loan Documents,

                              (B)  Debt owed to IMC-Canada, and

                              (C)  unsecured Debt not to exceed
               $50,000,000 at any time outstanding;

                    (iii)     in the case of any of the Subsidiaries of
          the Borrower (other than IMC Partner, Managing Partner or the
          Joint Venture Company) or the Guarantor (other than the
          Borrower, IMC Partner, Managing Partner or the Joint Venture
          Company), Debt owed to the Borrower or the Guarantor or to a
          wholly-owned Subsidiary of the Borrower or the Guarantor,
          provided that in the case of Debt of IMC-Canada owed to the
          Borrower or the Guarantor or to a wholly-owned Subsidiary of
          the Borrower or the Guarantor, such Debt shall not exceed
          $50,000,000 in an aggregate amount for all such Subsidiaries
          at any time outstanding;

                    (iv) in the case of the Joint Venture Company,

                              (A)  Debt existing on the date hereof, as
               set forth on Part I of Schedule 4.01(z) (the "JV
               Existing Debt"), and any Debt extending the maturity of,
               or refunding or refinancing, in whole or in part, any JV
               Existing Debt, provided that the terms of any such
               extending, refunding or refinancing Debt, and of any
               agreement entered into and of any instrument issued in
               connection therewith, are no more restrictive than the
               terms of the JV Existing Debt being extended, refunded
               or refinanced thereby and provided further that the
               principal amount of such JV Existing Debt shall not be
               increased above the principal amount thereof outstanding
               immediately prior to such extension, refunding or
               refinancing, and the direct and contingent obligors
               therefor shall not be changed, as a result of or in
               connection with such extension, refunding or
               refinancing,

                              (B)  unsecured Debt which, together with
               Debt of IMC-Canada under Section 5.02(b)(v)(B), shall
               not exceed $50,000,000 at any time outstanding, and

                              (C)  Debt incurred in connection with the
               limited recourse sale of accounts receivable in an
               aggregate amount not to exceed $75,000,000 outstanding
               at any time; and

                    (v)  in the case of the Borrower, the Guarantor and
          any of their Subsidiaries (other than the Joint Venture
          Company),

                              (A)  Debt existing on the date hereof, as
               set forth on Part II of Schedule 4.01(z) (the "Existing
               Debt"), and any Debt extending the maturity of, or
               refunding or refinancing, in whole or in part, any
               Existing Debt, provided that the terms of any such
               extending, refunding or refinancing Debt, and of any
               agreement entered into and of any instrument issued in
               connection therewith, are no more restrictive than the
               terms of the Existing Debt being extended, refunded or
               refinanced thereby and provided further that the
               principal amount of such Existing Debt shall not be
               increased above the principal amount thereof outstanding
               immediately prior to such extension, refunding or
               refinancing, and the direct and contingent obligors
               therefor shall not be changed, as a result of or in
               connection with such extension, refunding or
               refinancing,

                              (B)  unsecured Debt of IMC-Canada which,
               together with Debt of the Joint Venture Company under
               Section 5.02(b)(iv)(B), shall not exceed $50,000,000 at
               any time outstanding, and

                              (C)  indorsement of negotiable
               instruments for deposit or collection or similar
               transactions in the ordinary course of business.

          (c)  Lease Obligations.  Create, incur, assume or suffer to
     exist, or permit any of its Subsidiaries to create, incur, assume
     or suffer to exist, any obligations as lessee for the rental or
     hire of real or personal property of any kind under leases or
     agreements to lease having an original term of one year or more
     that would cause the direct and contingent liabilities of the
     Guarantor and its Subsidiaries, on a Consolidated basis, in
     respect of all such obligations to exceed $38,000,000 payable in
     any period of 12 consecutive months.

          (d)  Mergers, Etc.  Merge into or consolidate with any Person
     or permit any Person to merge into it, or permit any of its
     Subsidiaries to do so, except that (i) any wholly-owned Subsidiary
     of the Borrower may merge into or consolidate with any other
     Subsidiary of the Borrower provided that, in the case of any such
     consolidation, the Person formed by such consolidation shall be a
     wholly-owned Subsidiary of the Borrower and (ii) any of the
     Borrower's wholly-owned Subsidiaries may merge into the Borrower;
     provided, however, that in each case, immediately after giving
     effect thereto, no event shall occur and be continuing that
     constitutes a Default and, in the case of any such merger to which
     the Borrower is a party, the Borrower is the surviving
     corporation.

          (e)  Sales, Etc. of Assets.  Sell, lease, transfer or
     otherwise dispose of, or permit any of its Subsidiaries to sell,
     lease, transfer or otherwise dispose of, any assets, including,
     without limitation, any manufacturing plant or substantially all
     assets constituting the business of a division, branch or other
     unit operation, or grant any option or other right to purchase,
     lease or otherwise acquire any assets other than inventory to be
     sold in the ordinary course of its business, except:

                     (i) sales of assets in the ordinary course of its
          business;

                    (ii) in a transaction authorized by subsection (d)
          of this Section;

                    (iii)     sales of assets for cash and for fair
          value in an aggregate amount not to exceed $50,000,000 from
          the date hereof;

                    (iv) sales of assets identified on Schedule 5.02(e)
          for cash and for fair value;

                    (v)  the limited recourse sale of accounts
          receivable of the Borrower and the Joint Venture Company; and

                    (vi)      the transfer by IMC Partner to the
          Borrower of IMC Partner's interest as a general partner in
          the Joint Venture Company.

          (f)  Investments in Other Persons.  Make or hold, or permit
     any of its Subsidiaries to make or hold, any Investment in any
     Person other than:

                    (i)  Investments by the Guarantor, the Borrower and
          their respective Subsidiaries in their Subsidiaries
          outstanding on the date hereof or otherwise permitted under
          Section 5.02(b)(iii);

                    (ii) Investments by the Borrower in IMC Partner,
          the Managing Partner and the Joint Venture Company, in each
          case, pursuant to and in accordance with the terms of the
          Joint Venture Agreement or as otherwise permitted under
          Section 5.02(b)(iv)(A);

                    (iii)     Investments by the Guarantor, the
          Borrower and their respective Subsidiaries in Cash
          Equivalents and in Hedge Agreements in an aggregate notional
          amount not to exceed $100,000,000 at any time outstanding;

                    (iv) Investments by the Borrower in Potash in an
          aggregate amount not to exceed $5,000,000;

                    (v)  Investments by Potash of an aggregate amount
          not to exceed $5,000,000 of senior subordinated preferred
          stock of Ashta Chemicals, Inc; and

                    (vi) Investments by the Borrower in the Joint
          Venture Company in accordance with the terms of the
          Partnership Agreement.

          (g)  Dividends, Etc.  Declare or pay any dividends, purchase,
     redeem, retire, defease or otherwise acquire for value any of its
     capital stock or any warrants, rights or options to acquire such
     capital stock, now or hereafter outstanding, return any capital to
     its stockholders as such, make any distribution of assets, capital
     stock, warrants, rights, options, obligations or securities to its
     stockholders as such or issue or sell any capital stock of the
     Borrower or any warrants, rights or options to acquire such
     capital stock of the Borrower, or permit the Joint Venture Company
     to do any of the foregoing, or permit any of the Subsidiaries of
     the Borrower or the Guarantor to purchase, redeem, retire, defease
     or otherwise acquire for value any capital stock of the Borrower
     or the Guarantor or any warrants, rights or options to acquire
     such capital stock or to issue or sell any capital stock or any
     warrants, rights or options to acquire such capital stock, except
     that:

                    (i)  the Borrower may declare and pay cash
          dividends to the Guarantor and purchase, redeem, retire or
          otherwise acquire shares of its own outstanding capital stock
          for cash solely out of Consolidated net income and retained
          earnings of the Borrower solely (A) to the extent necessary
          to pay principal of and interest on Debt of the Guarantor
          permitted under Section 5.02(b)(v)(A), to the extent that the
          Borrower has not paid principal of and interest on the
          Subordinated Intercompany Notes in an amount sufficient to
          pay principal of and interest on such Debt of the Guarantor,
          (B) to the extent necessary for the Guarantor to pay cash
          dividends declared in accordance with Section 5.02(g)(ii) and
          (C) to the extent necessary for the Guarantor to pay taxes
          due and payable by it; provided, however, that the Borrower
          may not declare or pay cash dividends to the Guarantor during
          the applicable Payment Block Period if a Payment Block has
          occurred and is continuing;

                    (ii) so long as no Default shall have occurred and
          be continuing, the Guarantor may pay taxes due and payable by
          it and declare and pay cash dividends to its stockholders and
          purchase, redeem, retire or otherwise acquire shares of its
          own outstanding capital stock for cash solely out of
          Consolidated net income of the Guarantor and its Subsidiaries
          arising after December 31, 1994 in an aggregate amount not to
          exceed the sum of (x) $35,000,000 plus (y) 50% of
          Consolidated net income of the Guarantor and its Subsidiaries
          arising after December 31, 1994 and computed on a cumulative
          basis in accordance with GAAP (but excluding extraordinary
          non-cash expenses required by the Financial Accounting
          Standards Board to the extent deducted in calculating net
          income); provided that in any event, the Guarantor may pay
          taxes due and payable by it; and

                    (iii)     so long as all loans or advances made by
          the Guarantor, the Borrower or any of their respective
          Subsidiaries to the Joint Venture Company shall have been
          paid in full, the Joint Venture Company may declare and pay
          cash distributions to its equity holders and purchase,
          redeem, retire or otherwise acquire the interests of its
          equity holders in it for cash solely out of net income of the
          Joint Venture Company arising after the consummation of the
          Joint Venture Agreement and computed on a cumulative basis in
          accordance with GAAP.

          (h)  Change in Nature of Business.  Make, or permit any of
     its Subsidiaries to make, any material change in the nature of its
     business as carried on at the date hereof.

          (i)  Charter Amendments.  Amend, or permit any of its
     Subsidiaries to amend, its certificate of incorporation or bylaws
     in any manner that could have a Material Adverse Effect.

          (j)  Accounting Changes.  Make or permit, or permit any of
     its Subsidiaries to make or permit, any change in accounting
     policies or reporting practices, except as required by generally
     accepted accounting principles or make any change in its fiscal
     year.

          (k)  Amendment, Etc. of Related Documents.  Permit the terms
     of any Subordinated Intercompany Note to be changed except as and
     to the extent permitted by the Subordination Agreement, or permit
     any of its Subsidiaries to do any of the foregoing.

          (l)  Amendment, Etc. of Material Contracts.  Cancel or
     terminate any Material Contract or consent to or accept any
     cancellation or termination thereof, amend or otherwise modify any
     Material Contract or give any consent, waiver or approval
     thereunder, waive any default under or breach of any Material
     Contract, agree in any manner to any other amendment, modification
     or change of any term or condition of any Material Contract or
     take any other action in connection with any Material Contract, in
     each case, that would materially impair or reduce the value of the
     interests or rights of the Guarantor or the Borrower thereunder or
     that would materially impair the interests or rights of the
     Administrative Agent, any Co-Agent or any Lender, or permit any of
     its Subsidiaries to do any of the foregoing.

          (m)  Negative Pledge.  Enter into or suffer to exist, or
     permit any of its Subsidiaries to enter into or suffer to exist,
     any agreement prohibiting or conditioning the creation or
     assumption of any Lien upon any of its property or assets other
     than in favor of the Administrative Agent, the Co-Agents and the
     Lenders other than (i)  agreements to which either Loan Party or
     any of their respective Subsidiaries is a party on the date hereof
     that, as of the date hereof, contain such a prohibition or
     condition and (ii) any agreement or indenture evidencing the Debt
     permitted under Section 5.02(b)(ii)(C).

          (n)  Partnerships.  Become a general partner in any general
     or limited partnership, or permit any of its Subsidiaries to do
     so, other than (i) any Subsidiary the sole assets of which consist
     of its interest in such partnership and (ii) as contemplated by,
     and in accordance with the terms of, the Partnership Agreement.

          (o)  Maintenance of Ownership of Subsidiaries.  The Guarantor
     covenants that it will not sell or otherwise dispose of any shares
     of Capital Stock of any Relevant Subsidiary of the Guarantor or
     any warrants, rights or options to acquire such Capital Stock or
     permit any Relevant Subsidiary of the Guarantor to issue, sell or
     otherwise dispose of any shares of its Capital Stock or the
     Capital Stock of any other Relevant Subsidiary of the Guarantor or
     any warrants, rights or options to acquire such Capital Stock.

          SECTION 5.03.  Reporting Requirements.  So long as any
Advance shall remain unpaid, any Letter of Credit shall be outstanding
or any Lender shall have any Commitment hereunder, the Borrower or the
Guarantor will, unless the Required Lenders shall otherwise consent in
writing, furnish to the Lenders:

          (a)  Default Notice.  As soon as possible and in any event
     within two days after the Borrower or the Guarantor becomes of
     aware that any Default has occurred and such Default is continuing
     on the date of such statement, a statement of the chief financial
     officer of the Borrower setting forth details of such Default and
     the action that the Borrower has taken and proposes to take with
     respect thereto.

          (b)  Quarterly Financials.  As soon as available and in any
     event within 30 days after the end of each of the first three
     quarters of each fiscal year of the Guarantor, Consolidated
     balance sheets of the Guarantor and its Subsidiaries as of the end
     of such quarter and Consolidated statements of income and cash
     flows of the Guarantor and its Subsidiaries for the period
     commencing at the end of the previous fiscal year and ending with
     the end of such quarter, setting forth in each case in comparative
     form the corresponding figures for the corresponding period of the
     preceding fiscal year, all in reasonable detail and duly certified
     (subject to year-end audit adjustments) by the chief financial
     officer of the Guarantor as having been prepared in accordance
     with GAAP, together with (i) a certificate of said officer stating
     that no Default has occurred and is continuing or, if a Default
     has occurred and is continuing, a statement as to the nature
     thereof and the action that the Guarantor has taken and proposes
     to take with respect thereto and (ii) a schedule in form
     satisfactory to the Co-Agents of the computations used by the
     Guarantor in determining compliance with the covenants contained
     in Section 5.04.

          (c)  Annual Financials.  As soon as available and in any
     event within 90 days after the end of each fiscal year of the
     Guarantor, (i) a copy of the annual audit report for such year for
     the Guarantor and its Subsidiaries, including therein Consolidated
     balance sheets of the Guarantor and its Subsidiaries as of the end
     of such fiscal year and Consolidated statements of income and cash
     flows of the Guarantor and its Subsidiaries for such fiscal year,
     in each case accompanied by an opinion acceptable to the Required
     Lenders of Ernst & Young LLP or other independent public
     accountants of recognized standing acceptable to the Required
     Lenders and (ii) a Consolidated unaudited balance sheet of the
     Borrower and its Subsidiaries and of the Joint Venture Company as
     of the end of such fiscal year and Consolidated unaudited
     statements of income and cash flows of the Borrower and its
     Subsidiaries and of the Joint Venture Company for such fiscal
     year, together with (A) a certificate of such accounting firm to
     the Lenders stating that in the course of the regular audit of the
     business of the Guarantor and its Subsidiaries, which audit was
     conducted by such accounting firm in accordance with generally
     accepted auditing standards, such accounting firm has obtained no
     knowledge that a Default has occurred and is continuing, or if, in
     the opinion of such accounting firm, a Default has occurred and is
     continuing, a statement as to the nature thereof, (B) a schedule
     in form satisfactory to the Co-Agents of the computations used by
     such accountants in determining, as of the end of such fiscal
     year, compliance with the covenants contained in Section 5.04 and
     (C) a certificate of the chief financial officer of the Guarantor
     stating that no Default has occurred and is continuing or, if a
     default has occurred and is continuing, a statement as to the
     nature thereof and the action that the Guarantor has taken and
     proposes to take with respect thereto.

          (d)  Annual Forecasts and Annual Business Plan.  As soon as
     available and in any event no later than the end of each fiscal
     year of the Guarantor, forecasts prepared by management of the
     Guarantor (including the annual business plan of the Guarantor and
     its Subsidiaries for the fiscal year following such fiscal year
     then ended), in form satisfactory to the Co-Agents, of balance
     sheets, income statements and cash flow statements for the fiscal
     year following such fiscal year then ended, as soon as available
     and in any event no later than 90 days after the end of each
     fiscal year of the Guarantor, forecasts prepared by management of
     the Guarantor, in form satisfactory to the Co-Agents, of balance
     sheets, income statements and cash flow statements on a monthly
     basis for the current fiscal year; and as soon as available, five-
     year forecasts prepared by management of the Guarantor, in form
     satisfactory to the Co-Agents, of balance sheets, income
     statements and cash flows on an annual basis; provided that
     commencing two years prior to the Termination Date, management of
     the Guarantor shall provide three-year forecasts instead of five-
     year forecasts.

          (e)  ERISA Events.  Promptly and in any event within 20 days
     after either Loan Party or any of its ERISA Affiliates knows or
     has reason to know that any ERISA Event with respect to either
     Loan Party or any of its ERISA Affiliates has occurred, a
     statement of the chief financial officer of the Guarantor
     describing such ERISA Event and the action, if any, that such Loan
     Party or such ERISA Affiliate has taken and proposes to take with
     respect thereto.

          (f)  Plan Terminations.  Promptly and in any event within 10
     Business Days after receipt thereof by either Loan Party or any of
     its ERISA Affiliates, copies of each notice from the PBGC stating
     its intention to terminate any Plan of either Loan Party or any of
     its ERISA Affiliates or to have a trustee appointed to administer
     any such Plan.

          (g)  Plan Annual Reports.  Promptly and in any event within
     30 days after the filing thereof with the Internal Revenue
     Service, copies of each Schedule B (Actuarial Information) to the
     annual report (Form 5500 Series) with respect to each Plan of each
     Loan Party or any of its ERISA Affiliates.

          (h)  Multiemployer Plan Notices.  Promptly and in any event
     within 10 Business Days after receipt thereof by either Loan Party
     or any of its ERISA Affiliates from the sponsor of a Multiemployer
     Plan of either Loan Party or any of its ERISA Affiliates, copies
     of each notice concerning (i) the imposition of Withdrawal
     Liability by any such Multiemployer Plan, (ii) the reorganization
     or termination, within the meaning of Title IV of ERISA, of any
     such Multiemployer Plan or (iii) the amount of liability incurred,
     or that may be incurred, by such Loan Party or any of its ERISA
     Affiliates in connection with any event described in clause (i) or
     (ii).

          (i)  Litigation.  Promptly after the commencement thereof,
     notice of all actions, suits, investigations, litigation and
     proceedings before any court or governmental department,
     commission, board, bureau, agency or instrumentality, domestic or
     foreign, affecting either Loan Party or any of its Subsidiaries of
     the type described in Section 4.01(j) that are reasonably likely
     to have a Material Adverse Effect or in which the relief requested
     (if successful) would require the payment by either Loan Party or
     any of their Subsidiaries of $5,000,000 or more, and promptly
     after the occurrence thereof, notice of any adverse change in the
     status or the financial effect on either Loan Party or any of its
     Subsidiaries of the Disclosed Litigation from that described on
     Schedule 3.01(c).

          (j)  Securities Reports.  Promptly after the sending or
     filing thereof, copies of all proxy statements, financial
     statements and reports that either Loan Party or any of its
     Subsidiaries sends to its stockholders, and copies of all regular,
     periodic and special reports, and all registration statements,
     that either Loan Party or any of its Subsidiaries files with the
     Securities and Exchange Commission or any governmental authority
     that may be substituted therefor, or with any national securities
     exchange.

          (k)  Creditor Reports.  Promptly after the furnishing
     thereof, copies of any statement or report furnished to any other
     holder of the securities of either Loan Party or of any of its
     Subsidiaries pursuant to the terms of any indenture, loan or
     credit or similar agreement relating to Debt in an aggregate
     principal amount in excess of $1,000,000 and not otherwise
     required to be furnished to the Lenders pursuant to any other
     clause of this Section 5.03.

          (l)  Agreement Notices.  Promptly upon receipt thereof,
     copies of all notices of breach or default and any other notices
     or requests, the substance of which could materially impair the
     value of the interests or rights of the Guarantor, the Borrower or
     any of their Subsidiaries or could materially impair the interests
     or rights of the Administrative Agent, any Co-Agent or any Lender
     received by either Loan Party or any of its Subsidiaries under or
     pursuant to any Related Document and copies of all notices of
     breach or default received by either Loan Party or any of its
     Subsidiaries under or pursuant to any Material Contract and, from
     time to time upon request by any Co-Agent, such information and
     reports regarding the Related Documents and the Material Contracts
     as such Co-Agent may reasonably request.

          (m)  Revenue Agent Reports.  Within 10 days after receipt,
     copies of all Revenue Agent Reports (Internal Revenue Service Form
     886), or other written proposals of the Internal Revenue Service,
     that propose, determine or otherwise set forth positive
     adjustments to the Federal income tax liability of the affiliated
     group (within the meaning of Section 1504(a)(1) of the Internal
     Revenue Code) of which the Guarantor is a member aggregating
     $1,000,000 or more.

          (n)  Tax Certificates.  Promptly, and in any event within
     five Business Days after the due date (with extensions) for filing
     the final Federal income tax return in respect of each taxable
     year, a certificate (a "Tax Certificate"), signed by the President
     or the chief financial officer of the Guarantor, stating that the
     common parent of the affiliated group (within the meaning of
     Section 1504(a)(1) of the Internal Revenue Code) of which the
     Guarantor is a member has paid to the Internal Revenue Service or
     other taxing authority, the full amount that such affiliated group
     is required to pay in compliance with Section 5.01(b) in respect
     of federal income tax for such year.

          (o)  Environmental Conditions.  Promptly after the occurrence
     thereof, notice of any condition or occurrence on any property of
     either Loan Party or any of its Subsidiaries that results in a
     material noncompliance by either Loan Party or any of its
     Subsidiaries with any Environmental Law or Environmental Permit or
     could reasonably be expected to (i) form the basis of an
     Environmental Action against either Loan Party or any of its
     Subsidiaries or such property that could reasonably be expected to
     have a Material Adverse Effect or (ii) cause any such property to
     be subject to any material restrictions on ownership, occupancy,
     use or transferability under any Environmental Law.

          (p)  Amendment, Etc. of Material Contracts.  Promptly after
     the execution or occurrence thereof, copies of any amendment,
     modification or supplement of any Material Contract including,
     without limitation, any waiver or consent given thereunder.

          (q)  Other Information.  Such other information respecting
     the business, condition (financial or otherwise), operations,
     performance, properties or prospects of either Loan Party or any
     of its Subsidiaries as any Lender may from time to time reasonably
     request.

          SECTION 5.04.  Financial Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any
Lender shall have any Commitment hereunder, the Guarantor will, unless
the Required Lenders otherwise consent in writing:

          (a)  Tangible Net Worth.  Maintain an excess of (i)
     Consolidated total tangible assets of the Guarantor and its
     Subsidiaries over (ii) the sum of (I) Consolidated total
     liabilities of the Guarantor and its Subsidiaries and (II)
     minority interests not held by the Guarantor or any of its
     Subsidiaries in Subsidiaries of the Guarantor or any of its
     Subsidiaries of not less than (x) $650,000,000 at the end of each
     fiscal quarter of the Guarantor ending on September 30, 1995,
     December 31, 1995 and March 31, 1996 and (y) $700,000,000 at the
     end of each fiscal quarter of the Guarantor thereafter.

          (b)  Interest Coverage Ratio.  Maintain a ratio of
     Consolidated EBITDA of the Guarantor and its Subsidiaries to cash
     interest payable on all Debt of the Guarantor and its Subsidiaries
     of not less than 3.00:1 for each period of four consecutive fiscal
     quarters of the Guarantor ending on September 30, December 31,
     March 31 and June 30 of each year.

          (c)  Leverage Ratio.  Not permit the ratio of Consolidated
     Funded Debt to Capitalization to exceed 0.52 at any time.

     ARTICLE VI

                       EVENTS OF DEFAULT

          SECTION 6.01.  Events of Default.  If any of the following
events ("Events of Default") shall occur and be continuing:

          (a)  (i) the Borrower shall fail to pay any principal of any
     Advance when the same becomes due and payable, (ii) the Borrower
     shall fail to pay any interest on any Advance within five Business
     Days of the date such interest becomes due and payable, or (iii)
     either Loan Party shall fail to make any other payment under any
     Loan Document within five Business Days of the date such payment
     becomes due and payable; or

          (b)  any representation or warranty made by either Loan Party
     (or any of its officers) under or in connection with any Loan
     Document shall prove to have been incorrect in any material
     respect when made; or

          (c)  the Borrower shall fail to perform or observe any term,
     covenant or agreement contained in Section 5.01(e), 5.01(m), 5.02,
     5.03(a) or 5.04; or

          (d)  either Loan Party shall fail to perform any other term,
     covenant or agreement contained in any Loan Document on its part
     to be performed or observed and (i) such failure shall remain
     unremedied for 10 Business Days after written notice thereof shall
     have been given to the Borrower by the Administrative Agent or any
     Lender or (ii) any such failure shall not be remedied within 10
     Business Days after any Responsible Officer of either Loan Party
     obtains actual knowledge thereof; or

          (e)  either Loan Party or any of its Subsidiaries shall fail
     to pay any principal of, premium or interest on or any other
     amount payable in respect of any Debt that is outstanding in a
     principal amount of at least $10,000,000 in the aggregate (but
     excluding Debt outstanding hereunder) of such Loan Party or such
     Subsidiary (as the case may be), when the same becomes due and
     payable (whether by scheduled maturity, required prepayment,
     acceleration, demand or otherwise), and such failure shall
     continue after the applicable grace period, if any, specified in
     the agreement or instrument relating to such Debt; or any other
     event shall occur or condition shall exist under any agreement or
     instrument relating to any such Debt and shall continue after the
     applicable grace period, if any, specified in such agreement or
     instrument, if the effect of such event or condition is to
     accelerate, or to permit the acceleration of, the maturity of such
     Debt or otherwise to cause, or to permit the holder thereof to
     cause, such Debt to mature; or any such Debt shall be declared to
     be due and payable or required to be prepaid or redeemed (other
     than by a regularly scheduled required prepayment or redemption),
     purchased or defeased, or an offer to prepay, redeem, purchase or
     defease such Debt shall be required to be made, in each case prior
     to the stated maturity thereof; or

          (f)  either Loan Party or any of its Subsidiaries shall
     generally not pay its debts as such debts become due, or shall
     admit in writing its inability to pay its debts generally, or
     shall make a general assignment for the benefit of creditors; or
     any proceeding shall be instituted by or against either Loan Party
     or any of its Subsidiaries seeking to adjudicate it a bankrupt or
     insolvent, or seeking liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief, or composition of it
     or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an
     order for relief or the appointment of a receiver, trustee, or
     other similar official for it or for any substantial part of its
     property and, in the case of any such proceeding instituted
     against it (but not instituted by it) that is being diligently
     contested by it in good faith, either such proceeding shall remain
     undismissed or unstayed for a period of 60 days or any of the
     actions sought in such proceeding (including, without limitation,
     the entry of an order for relief against, or the appointment of a
     receiver, trustee, custodian or other similar official for, it or
     any substantial part of its property) shall occur; or either Loan
     Party or any of its Subsidiaries shall take any corporate action
     to authorize any of the actions set forth above in this subsection
     (f); or

          (g)  any judgment or order for the payment of money in excess
     of $10,000,000 (calculated after deducting therefrom any amount
     that will be paid by any insurer rated at least A+ by A.M. Best
     Company to the extent such insurer has been notified of, and has
     not disputed the claim made for payment of, the amount of such
     judgment or order) shall be rendered against either Loan Party or
     any of its Subsidiaries and either (i) enforcement proceedings
     shall have been commenced by any creditor upon such judgment or
     order or (ii) there shall be any period of 10 consecutive days
     during which a stay of enforcement of such judgment or order, by
     reason of a pending appeal or otherwise, shall not be in effect;
     or

          (h)  any non-monetary judgment or order shall be rendered
     against either Loan Party or any of its Subsidiaries that could
     reasonably be expected to have a Material Adverse Effect, and
     there shall be any period of 10 consecutive days during which a
     stay of enforcement of such judgment or order, by reason of a
     pending appeal or otherwise, shall not be in effect; or

          (i)  any provision of any Loan Document, the invalidity of
     which could materially adversely affect the rights and remedies of
     the Lenders, after delivery thereof pursuant to Section 3.01 shall
     for any reason cease to be valid and binding on or enforceable
     against either Loan Party party to it, or either such Loan Party
     shall so state in writing; or

          (j)  (i) 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 Guarantor (or other securities convertible
     into such Voting Stock) representing 20% or more of the combined
     voting power of all Voting Stock of the Guarantor; 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 Guarantor shall cease for
     any reason (other than due to death or disability) to constitute a
     majority of the board of directors of the Guarantor, 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 Guarantor or
     (y) nominated for election by a majority of the remaining members
     of the board of directors of the Guarantor and thereafter elected
     as directors by the shareholders of the Guarantor; 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, upon consummation, will result in
     its or their acquisition of, control over Voting Stock of the
     Guarantor (or other securities convertible into such securities)
     representing 20% or more of the combined voting power of all
     Voting Stock of the Guarantor; or

          (k)  any ERISA Event shall have occurred with respect to a
     Plan of either Loan Party or any of its ERISA Affiliates and the
     sum (determined as of the date of occurrence of such ERISA Event)
     of the Insufficiency of such Plan and the Insufficiency of any and
     all other Plans of the Loan Parties and their ERISA Affiliates
     with respect to which an ERISA Event shall have occurred and then
     exist (or the liability of the Loan Parties and their ERISA
     Affiliates related to such ERISA Event) exceeds $5,000,000; or

          (l)  either Loan Party or any of its ERISA Affiliates shall
     have been notified by the sponsor of a Multiemployer Plan of
     either Loan Party or any of its ERISA Affiliates that it has
     incurred Withdrawal Liability to such Multiemployer Plan in an
     amount that, when aggregated with all other amounts required to be
     paid to Multiemployer Plans by the Loan Parties and their ERISA
     Affiliates as Withdrawal Liability (determined as of the date of
     such notification), exceeds $5,000,000 or requires payments
     exceeding $500,000 per annum; or

          (m)  either Loan Party or any of its ERISA Affiliates shall
     have been notified by the sponsor of a Multiemployer Plan of
     either Loan Party or any of its ERISA Affiliates that such
     Multiemployer Plan is in reorganization or is being terminated,
     within the meaning of Title IV of ERISA, and as a result of such
     reorganization or termination the aggregate annual contributions
     of the Loan Parties and their ERISA Affiliates to all
     Multiemployer Plans that are then in reorganization or being
     terminated have been or will be increased over the amounts
     contributed to such Multiemployer Plans for the plan years of such
     Multiemployer Plans immediately preceding the plan year in which
     such reorganization or termination occurs by an amount exceeding
     $500,000;

then, and in any such event, the Administrative Agent (i) shall at the
request, or may with the consent, of the Required Lenders, by notice to
the Borrower, declare the obligation of each Lender to make Advances
and of any Issuing Bank to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, (A) by
notice to the Borrower, declare the Notes, all interest thereon and all
other amounts payable under this Agreement and the other Loan Documents
to be forthwith due and payable, whereupon the Notes, all such interest
and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower and (B) by notice
to each party required under the terms of any agreement in support of
which a Letter of Credit is issued, request that all Obligations under
such agreement be declared to be due and payable; provided, however,
that in the event of an actual or deemed entry of an order for relief
with respect to either Loan Party under the Federal Bankruptcy Code,
(x) the obligation of each Lender to make Advances and of each Issuing
Bank to issue Letters of Credit shall automatically be terminated and
(y) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

          SECTION 6.02.  Actions in Respect of the Letters of Credit
Upon Default.  If any Event of Default shall have occurred and be
continuing, the Administrative Agent may, irrespective of whether it is
taking any of the actions described in Section 6.01 or otherwise, make
demand upon the Borrower to, and forthwith upon such demand the
Borrower will, pay to the Administrative Agent on behalf of the Lenders
in same day funds at the Administrative Agent's office designated in
such demand, for deposit in the L/C Cash Collateral Account, an amount
equal to the aggregate Available Amount of all Letters of Credit then
outstanding.  If at any time the Administrative Agent determines that
any funds held in the L/C Cash Collateral Account are subject to any
right or claim of any Person other than the Administrative Agent, the
Co-Agents and the Lenders or that the total amount of such funds is
less than the aggregate Available Amount of all Letters of Credit, the
Borrower will, forthwith upon demand by the Administrative Agent, pay
to the Administrative Agent, as additional funds to be deposited and
held in the L/C Cash Collateral Account, an amount equal to the excess
of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Collateral Account that the
Administrative Agent determines to be free and clear of any such right
and claim.

     ARTICLE VII

                            GUARANTY

          SECTION 7.01.  Guaranty.  The Guarantor hereby
unconditionally and irrevocably guarantees the punctual payment when
due, whether at stated maturity, by acceleration or otherwise, of all
Obligations of the Borrower now or hereafter existing under the Loan
Documents, whether for principal, interest, fees, expenses or otherwise
(such Obligations being the "Guaranteed Obligations"), and agrees to
pay any and all expenses (including reasonable counsel fees and
expenses) incurred by the Administrative Agent, the Co-Agents or the
Lenders in enforcing any rights under this Guaranty.  Without limiting
the generality of the foregoing, the Guarantor's liability shall extend
to all amounts that constitute part of the Guaranteed Obligations and
would be owed by the Borrower to the Administrative Agent, the
Co-Agents or the Lenders under the Loan Documents but for the fact that
they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the
Borrower.

          SECTION 7.02.  Guaranty Absolute.  The Guarantor guarantees
that the Guaranteed Obligations will be paid strictly in accordance
with the terms of the Loan Documents, regardless of any law, regulation
or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Administrative Agent, the Co-Agents
or the Lenders with respect thereto.  The Obligations of the Guarantor
under this Guaranty are independent of the Guaranteed Obligations or
any other Obligations of any Loan Party under the Loan Documents, and a
separate action or actions may be brought and prosecuted against the
Guarantor to enforce this Guaranty, irrespective of whether any action
is brought against the Borrower or whether the Borrower is joined in
any such action or actions.  The liability of the Guarantor under this
Guaranty shall be irrevocable, absolute and unconditional irrespective
of, and the Guarantor hereby irrevocably waives any defenses it may now
or hereinafter have in any way relating to, any or all of the
following:

          (a)  any lack of validity or enforceability of any Loan
     Document or any agreement or instrument relating thereto;

          (b)  any change in the time, manner or place of payment of,
     or in any other term of, all or any of the Guaranteed Obligations
     or any other Obligations of any other Loan Party under the Loan
     Documents, or any other amendment or waiver of or any consent to
     departure from any Loan Document, including, without limitation,
     any increase in the Guaranteed Obligations resulting from the
     extension of additional credit to the Borrower or any of its
     Subsidiaries or otherwise;

          (c)  any taking, exchange, release or non-perfection of any
     collateral, or any taking, release or amendment or waiver of or
     consent to departure from any other guaranty, for all or any of
     the Guaranteed Obligations;

          (d)  any manner of application of collateral, or proceeds
     thereof, to all or any of the Guaranteed Obligations, or any
     manner of sale or other disposition of any collateral for all or
     any of the Guaranteed Obligations or any other Obligations of any
     other Loan Party under the Loan Documents or any other assets of
     the Borrower or any of its Subsidiaries;

          (e)  any change, restructuring or termination of the
     corporate structure or existence of the Borrower or any of its
     Subsidiaries; or

          (f)  any other circumstance (including, without limitation,
     any statute of limitations) or any existence of or reliance on any
     representation by the Administrative Agent, any Co-Agent or any
     Lender that might otherwise constitute a defense available to, or
     a discharge of, the Borrower, the Guarantor or any other guarantor
     or surety.

This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by the
Administrative Agent, any Co-Agent or any Lender upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, all as
though such payment had not been made.

          SECTION 7.03.  Waiver.  The Guarantor hereby waives
promptness, diligence, notice of acceptance and any other notice with
respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that the Administrative Agent, any Co-Agent or any Lender
protect, secure, perfect or insure any Lien or any property subject
thereto or exhaust any right or take any action against the Borrower or
any other Person or any collateral.  The Guarantor acknowledges that it
will receive direct and indirect benefits from the financing
arrangements contemplated by the Loan Documents and that the waiver set
forth in this Section 7.03 is knowingly made in contemplation of such
benefits.

          SECTION 7.04.  Payments Free and Clear of Taxes, Etc.  (a)
Any and all payments made by the Guarantor hereunder shall be made, in
accordance with Section 2.11, free and clear of and without deduction
for any and all present or future Taxes.  If the Guarantor shall be
required by law to deduct any Taxes from or in respect of any sum
payable hereunder to any Lender, any Co-Agent or the Administrative
Agent, (i) the sum payable shall be increased as may be necessary so
that after making all required deductions (including deductions
applicable to additional sums payable under this Section) such Lender,
such Co-Agent or the Administrative Agent (as the case may be) receives
an amount equal to the sum it would have received had no such
deductions been made, (ii) the Guarantor shall make such deductions and
(iii) the Guarantor shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable
law.

          (b)  In addition, the Guarantor agrees to pay any present or
future Other Taxes.

          (c)  The Guarantor will indemnify each Lender, each Co-Agent
and the Administrative Agent for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes imposed
by any jurisdiction on amounts payable under this Section) paid by such
Lender, such Co-Agent or the Administrative Agent (as the case may be)
and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto.  This indemnification shall be made
within 30 days from the date such Lender, such Co-Agent or the
Administrative Agent (as the case may be) makes written demand
therefor.

          (d)  Within 30 days after the date of any payment of Taxes,
the Guarantor will furnish to the Administrative Agent, at its address
referred to in Section 9.02, appropriate evidence of payment thereof.
If no Taxes are payable in respect of any payment hereunder by the
Guarantor through an account or branch outside the United States or on
behalf of the Guarantor by a payor that is not a United States person,
the Guarantor will furnish, or will cause such payor to furnish, to the
Co-Agents a certificate from each appropriate taxing authority or
authorities, or an opinion of counsel acceptable to the Co-Agents, in
either case stating that such payment is exempt from or not subject to
Taxes.

          (e)  Without prejudice to the survival of any other agreement
of the Guarantor hereunder, the agreements and obligations of the
Guarantor contained in this Section 7.04 shall survive the payment in
full of the Guaranteed Obligations and all other amounts payable under
this Guaranty.

          SECTION 7.05.  Continuing Guaranty; Assignments.  This
Guaranty is a continuing guaranty and shall (a) remain in full force
and effect until the later of the cash payment in full of the
Guaranteed Obligations and all other amounts payable under this
Guaranty and the Termination Date, (b) be binding upon the Guarantor,
its successors and assigns and (c) inure to the benefit of and be
enforceable by the Lenders, the Co-Agents, the Administrative Agent and
their successors, transferees and assigns.  Without limiting the
generality of the foregoing clause (c), any Lender may assign or
otherwise transfer all or any portion of its rights and obligations
hereunder (including, without limitation, all or any portion of its
Commitment, the Advances owing to it and the Note or Notes held by it)
to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Lender
herein or otherwise, in each case as provided in Section 9.07.

          Section 7.06.  Subrogation.  The Guarantor will not exercise
any rights that it may now or hereafter acquire against the Borrower or
any other insider guarantor that arise from the existence, payment,
performance or enforcement of the Guarantor's Obligations under this
Agreement or any other Loan Document, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of
the Administrative Agent, any Co-Agent or any Lender against the
Borrower or any other insider guarantor or any collateral, whether or
not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take
or receive from the Borrower or any other insider guarantor, directly
or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right,
unless and until all of the Obligations and all other amounts payable
under this Guaranty shall have been paid in full in cash and the
Commitments shall have expired or terminated.  If any amount shall be
paid to the Guarantor in violation of the preceding sentence at any
time prior to the later of the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this
Guaranty and the Termination Date, such amount shall be held in trust
for the benefit of the Administrative Agent, the Co-Agents and the
Lenders and shall forthwith be paid to the Administrative Agent to be
credited and applied to the Guaranteed Obligations and all other
amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Loan Documents, or to be held as
collateral for any Guaranteed Obligations or other amounts payable
under this Guaranty thereafter arising.  If (i) the Guarantor shall
make payment to the Administrative Agent, any Co-Agent or any Lender of
all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this
Guaranty shall be paid in full in cash and (iii) the Termination Date
shall have occurred, the Administrative Agent, the Co-Agents  and the
Lenders will, at the Guarantor's request and expense, execute and
deliver to the Guarantor appropriate documents, without recourse and
without representation or warranty, necessary to evidence the transfer
by subrogation to the Guarantor of an interest in the Guaranteed
Obligations resulting from such payment by the Guarantor.

     ARTICLE VIII

           THE ADMINISTRATIVE AGENT AND THE CO-AGENTS

          SECTION 8.01.  Authorization and Action.  Each Lender (in its
capacity as a Lender, the Swing Line Bank (if applicable) and an
Issuing Bank (if applicable)) hereby appoints and authorizes the
Administrative Agent and the Co-Agents, respectively, to take such
action as agent on its behalf and to exercise such powers and
discretion under this Agreement and the other Loan Documents as are
delegated to the Administrative Agent and the Co-Agents, respectively,
by the terms hereof and thereof, together with such powers and
discretion as are reasonably incidental thereto.  As to any matters not
expressly provided for by the Loan Documents (including, without
limitation, enforcement or collection of the Notes), neither the
Administrative Agent nor the Co-Agents shall be required to exercise
any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding upon all Lenders and all holders
of Notes; provided, however, that neither the Administrative Agent nor
the Co-Agents shall be required to take any action that exposes any of
them to personal liability or that is contrary to this Agreement or
applicable law.  Each of the Administrative Agent and each Co-Agent
agrees to give to each Lender prompt notice of each notice given to it
by the Borrower pursuant to the terms of this Agreement.

          SECTION 8.02.  Administrative Agent's and Co-Agent's
Reliance, Etc.  Neither the Administrative Agent nor any Co-Agent nor
any of their respective directors, officers, agents or employees shall
be liable for any action taken or omitted to be taken by it or them
under or in connection with the Loan Documents, except for its or their
own gross negligence or willful misconduct.  Without limitation of the
generality of the foregoing, the Administrative Agent and the
Co-Agents:  (i) may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assignment and
Acceptance entered into by the Lender that is the payee of such Note,
as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.07; (ii) may consult with legal counsel (including counsel
for either Loan Party), independent public accountants and other
experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice
of such counsel, accountants or experts; (iii) make no warranty or
representation to any Lender and shall not be responsible to any Lender
for any statements, warranties or representations made in or in
connection with the Loan Documents; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of any Loan Document on the part of
either Loan Party or to inspect the property (including the books and
records) of either Loan Party; (v) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Loan Document or any other
instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of any Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which
may be by telegram, telecopy, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.

          SECTION 8.03.  Citibank, NationsBank, Rabobank and
Affiliates.  With respect to its Commitments, the Advances made by it
and the Note issued to it, Citibank, NationsBank and Rabobank shall
have the same rights and powers under the Loan Documents as any other
Lender and may exercise the same as though it were not a Co-Agent (or
the Administrative Agent, in the case of Citibank); and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated,
include Citibank, NationsBank and Rabobank in their respective
individual capacities.  Citibank, NationsBank and Rabobank and their
respective affiliates may accept deposits from, lend money to, act as
trustee under indentures of, accept investment banking engagements from
and generally engage in any kind of business with, either Loan Party,
any of its Subsidiaries and any Person who may do business with or own
securities of either Loan Party or any such Subsidiary, all as if
Citibank, NationsBank and Rabobank were not Co-Agents (and the
Administrative Agent, in the case of Citibank) and without any duty to
account therefor to the Lenders.

          SECTION 8.04.  Lender Credit Decision.  Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent, any Co-Agent or any other Lender and based on the
financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement.  Each Lender
also acknowledges that it will, independently and without reliance upon
the Administrative Agent, any Co-Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under this Agreement.

          SECTION 8.05.  Indemnification.  Each Lender severally agrees
to indemnify the Administrative Agent and each Co-Agent (to the extent
not promptly reimbursed by the Borrower) from and against such Lender's
ratable share of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by,
or asserted against the Administrative Agent or such Co-Agent in any
way relating to or arising out of the Loan Documents or any action
taken or omitted by the Administrative Agent or such Co-Agent under the
Loan Documents; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's or such Co-Agent's gross
negligence or willful misconduct.  Without limitation of the foregoing,
each Lender agrees to reimburse the Administrative Agent and each
Co-Agent promptly upon demand for its ratable share of any costs and
expenses payable by the Borrower under Section 9.04, to the extent that
the Administrative Agent or such Co-Agent is not promptly reimbursed
for such costs and expenses by the Borrower.  For purposes of this
Section 8.05, the Lenders' respective ratable shares of any amount
shall be determined, at any time, according to the sum of (a) the
aggregate principal amount of the Advances outstanding at such time and
owing to the respective Lenders, (b) their respective Pro Rata Shares
of the aggregate Available Amount of all Letters of Credit outstanding
at such time and (c) their respective Unused Working Capital
Commitments at such time.  In the event that any Defaulted Advance
shall be owing by any Defaulting Lender at any time, such Lender's
Commitment with respect to the Facility under which such Defaulted
Advance was required to have been made shall be considered to be unused
for purposes of this Section 8.05 to the extent of the amount of such
Defaulted Advance.  The failure of any Lender to reimburse the
Administrative Agent or any Co-Agent promptly upon demand for its
ratable share of any amount required to be paid by the Lenders to the
Administrative Agent or such Co-Agent as provided herein shall not
relieve any other Lender of its obligation hereunder to reimburse the
Administrative Agent or such Co-Agent for its ratable share of such
amount, but no Lender shall be responsible for the failure of any other
Lender to reimburse the Administrative Agent or such Co-Agent for such
other Lender's ratable share of such amount.

          SECTION 8.06.  Successor Administrative Agents and Co-Agents.
The Administrative Agent and any Co-Agent, as the case may be, may
resign at any time by giving written notice thereof to the Lenders and
the Borrower and may be removed as Administrative Agent or Co-Agent, as
the case may be, at any time with or without cause by the Required
Lenders.  Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent or
Co-Agent, as the case may be.  If no successor Administrative Agent or
Co-Agent, as the case may be, shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30
days after the retiring Administrative Agent's or Co-Agent's giving of
notice of resignation or the Required Lenders' removal of the retiring
Administrative Agent or Co-Agent, then the retiring Administrative
Agent or Co-Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent or Co-Agent, which shall be a commercial bank
organized under the laws of the United States or of any State thereof
and having a combined capital and surplus of at least $250,000,000.
Upon the acceptance of any appointment as Administrative Agent or
Co-Agent, as the case may be, hereunder by a successor Administrative
Agent or Co-Agent, such successor Administrative Agent or Co-Agent
shall succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Administrative Agent
or Co-Agent, as the case may be, and the retiring Administrative Agent
or Co-Agent shall be discharged from its duties and obligations under
the Loan Documents.  After any retiring Administrative Agent's or
Co-Agent's resignation or removal hereunder as Administrative Agent or
Co-Agent, the provisions of this Article VII shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was
Administrative Agent or Co-Agent, as the case may be, under this
Agreement.

     ARTICLE IX

                         MISCELLANEOUS

          SECTION 9.01.  Amendments, Etc.  No amendment or waiver of
any provision of this Agreement or the Notes or the Subordination
Agreement, nor consent to any departure by the Borrower or the
Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by all
the Lenders (other than any Lender which is, at such time, a Defaulting
Lender), do any of the following at any time:  (i) waive any of the
conditions specified in Section 3.01 or, in the case of the initial
Borrowing, Section 3.02, (ii) change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Notes, or the number
of Lenders, that shall be required for the Lenders or any of them to
take any action hereunder, (iii) amend this Section 9.01, (iv) increase
the Commitments of the Lenders or subject the Lenders to any additional
obligations, (v) reduce the principal of, or interest on, the Notes or
any fees or other amounts payable hereunder, (vi) postpone any date
fixed for any payment of principal of, or interest on, the Notes or any
fees or other amounts payable hereunder or (vii) release the Guarantor
from its obligations under the Guaranty; provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Swing Line Bank or each Issuing Bank, as the case may be, in addition
to the Lenders required above to take such action, affect the rights or
obligations of the Swing Line Bank or the Issuing Banks, as the case
may be, under this Agreement; and provided further that no amendment,
waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take
such action, affect the rights or duties of the Administrative Agent
under this Agreement or any Note; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Co-Agents in addition to the Lenders required above to take such
action, affect the rights or duties of the Co-Agents under this
Agreement or any Note.

          SECTION 9.02.  Notices, Etc.  All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy, telex or cable communication) and mailed,
telegraphed, telecopied, telexed, cabled or delivered, if to the
Borrower or the Guarantor, at its address at 2100 Sanders Road,
Northbrook, Illinois 60062, Attention:  Treasurer; if to any Co-Agent
or any Bank, at its Domestic Lending Office specified opposite its name
on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Administrative Agent, at its address at
399 Park Avenue, New York, New York 10043, Attention:  Mary Corkran;
or, as to each party, at such other address as shall be designated by
such party in a written notice to the other parties.  All such notices
and communications shall, when mailed, telegraphed, telecopied, telexed
or cabled, be effective when deposited in the mails, delivered to the
telegraph company, transmitted by telecopier, confirmed by telex
answerback or delivered to the cable company, respectively, except that
notices and communications to the Administrative Agent or any Co-Agent
pursuant to Article II, III or VIII shall not be effective until
received by the Administrative Agent or such Co-Agent.

          SECTION 9.03.  No Waiver; Remedies.  No failure on the part
of any Lender or the Administrative Agent or any Co-Agent to exercise,
and no delay in exercising, any right hereunder or under any Note shall
operate as a waiver thereof; nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the
exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

          SECTION 9.04.  Costs and Expenses.  (a)  The Borrower agrees
to pay on demand (i) all costs and expenses of the Administrative Agent
and the Co-Agents in connection with the preparation, execution,
delivery, administration, modification and amendment of the Loan
Documents (including, without limitation, (A) all due diligence,
syndication, transportation, computer, duplication, appraisal, audit,
insurance, consultant, search, filing and recording fees and expenses
(provided that so long as no Default shall have occurred and be
continuing, no such appraisal, audit, insurance or consultant fees and
expenses shall be incurred without the consent of the Borrower) and (B)
the reasonable fees and expenses of Shearman & Sterling, counsel for
the Administrative Agent and the Co-Agents, with respect thereto, with
respect to advising the Administrative Agent and the Co-Agents as to
their respective rights and responsibilities, or the perfection,
protection or preservation of rights or interests, under the Loan
Documents, with respect to negotiations with either Loan Party or with
other creditors of either Loan Party or any of its Subsidiaries arising
out of any Default or any events or circumstances that may give rise to
a Default and with respect to presenting claims in or otherwise
participating in or monitoring any bankruptcy, insolvency or other
similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto) and (ii) all costs and expenses of the
Administrative Agent, the Co-Agents and the Lenders in connection with
the enforcement of the Loan Documents, whether in any action, suit or
litigation, any bankruptcy, insolvency or other similar proceeding
affecting creditors' rights generally or otherwise (including, without
limitation, the reasonable fees and expenses of counsel for the
Administrative Agent, each Co-Agent and each Lender with respect
thereto).

          (b)  The Borrower agrees to indemnify and hold harmless the
Administrative Agent, each Co-Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and
advisors (each, an "Indemnified Party") from and against any and all
claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation,
litigation or proceeding arising out of, related to or in connection
with (i) the transactions contemplated hereby or (ii) the actual or
alleged presence of Hazardous Materials on any property of either Loan
Party or any of its Subsidiaries or any Environmental Action relating
in any way to either Loan Party or any of its Subsidiaries, in each
case whether or not such investigation, litigation or proceeding is
brought by either Loan Party, its directors, shareholders or creditors
or an Indemnified Party or any Indemnified Party is otherwise a party
thereto and whether or not the transactions contemplated hereby are
consummated, except to the extent such claim, damage, loss, liability
or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct.  The Borrower also agrees not
to assert any claim against the Administrative Agent, any Co-Agent, any
Lender, any of their affiliates, or any of their respective directors,
officers, employees, attorneys and agents, on any theory of liability,
for special, indirect, consequential or punitive damages arising out of
or otherwise relating to any of the transactions contemplated herein or
in any other Loan Document or the actual or proposed use of the
proceeds of the Advances.

          (c)  If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such
Advance, as a result of a payment or Conversion pursuant to Section
2.08(b)(i) or 2.09(d), acceleration of the maturity of the Notes
pursuant to Section 6.01 or for any other reason, the Borrower shall,
upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account
of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a
result of such payment or Conversion, including, without limitation,
any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.

          (d)  If either Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document,
including, without limitation, fees and expenses of counsel and
indemnities, such amount may be paid on behalf of such Loan Party by
the Administrative Agent, any Co-Agent or any Lender, in its sole
discretion.

          SECTION 9.05.  Right of Set-off.  Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of
the request or the granting of the consent specified by Section 6.01 to
authorize the Administrative Agent to declare the Notes due and payable
pursuant to the provisions of Section 6.01, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any
and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by
such Lender or such Affiliate to or for the credit or the account of
the Borrower or the Guarantor against any and all of the Obligations of
the Borrower or the Guarantor now or hereafter existing under this
Agreement and the Note or Notes held by such Lender, irrespective of
whether such Lender shall have made any demand under this Agreement or
such Note or Notes and although such Obligations may be unmatured.
Each Lender agrees promptly to notify the Borrower or the Guarantor, as
the case may be, after any such set-off and application; provided,
however, that the failure to give such notice shall not affect the
validity of such set-off and application.  The rights of each Lender
and its Affiliates under this Section are in addition to other rights
and remedies (including, without limitation, other rights of set-off)
that such Lender and its Affiliates may have.

          SECTION 9.06.  Binding Effect.  This Agreement shall become
effective (other than Sections 2.01 and 2.13, which shall only become
effective upon satisfaction of the conditions precedent set forth in
Section 3.01) when it shall have been executed by the Borrower, the
Guarantor, the Administrative Agent and the Co-Agents and when the
Administrative Agent shall have been notified by each Bank that such
Bank has executed it and thereafter shall be binding upon and inure to
the benefit of the Borrower, the Guarantor, the Administrative Agent,
each Co-Agent and each Lender and their respective successors and
assigns, except that neither the Borrower nor the Guarantor shall have
the right to assign its rights hereunder or any interest herein without
the prior written consent of the Lenders.

          SECTION 9.07.  Assignments and Participations.  (a)  Each
Lender may assign to one or more banks or other entities all or a
portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment or Commitments,
the Advances owing to it and the Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a uniform, and not a
varying, percentage of all rights and obligations under and in respect
of one or more Facilities, (ii) except in the case of an assignment to
a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender's rights and obligations under this
Agreement, the amount of the Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of
the Assignment and Acceptance with respect to such assignment) shall in
no event be less than $10,000,000 and shall be an integral multiple of
$1,000,000, (iii) each such assignment shall be to an Eligible Assignee
and (iv) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note or Notes
subject to such assignment and a processing and recordation fee of
$3,000.  Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in such Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to
the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto).

          (b)  By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto as
follows:  (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any other instrument or document
furnished pursuant thereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the Guarantor or the
performance or observance by the Borrower or the Guarantor of any of
its obligations under the Loan Documents or any other instrument or
document furnished pursuant thereto; (iii) such assignee confirms that
it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance
upon the Administrative Agent, the Co-Agents, such assigning Lender or
any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee or an Affiliate of
the assignor; (vi) such assignee appoints and authorizes the
Administrative Agent and the Co-Agents to take such action as agent on
its behalf and to exercise such powers and discretion under this
Agreement as are delegated to the Administrative Agent and the
Co-Agents by the terms hereof, together with such powers and discretion
as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be
performed by it as a Lender.

          (c)  The Administrative Agent shall maintain at its address
referred to in Section 9.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and the Commitment under each
Facility of, and principal amount of the Advances owing under each
Facility to, each Lender from time to time (the "Register").  The
entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Guarantor, the
Administrative Agent, the Co-Agents and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for
all purposes of this Agreement.  The Register shall be available for
inspection by the Borrower, the Guarantor, any Co-Agent or any Lender
at any reasonable time and from time to time upon reasonable prior
notice.

          (d)  Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee, together with any Note
or Notes subject to such assignment, the Administrative Agent shall, if
such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.  Within
five Business Days after its receipt of such notice, the Borrower, at
its own expense, shall execute and deliver to the Administrative Agent
in exchange for the surrendered Note or Notes a new Note to the order
of such Eligible Assignee in an amount equal to the Working Capital
Commitment assumed by it pursuant to such Assignment and Acceptance
and, if the assigning Lender has retained a Working Capital Commitment
hereunder, a new Note to the order of the assigning Lender in an amount
equal to the Working Capital Commitment retained by it hereunder.  Such
new Note or Notes shall be in an aggregate principal amount equal to
the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit C hereto.

          (e)  Each Lender may sell participations in or to all or a
portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitments, the Advances
owing to it and the Note or Notes held by it); provided, however, that
(i) such Lender's obligations under this Agreement (including, without
limitation, its Commitments) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the
holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Guarantor, the Administrative Agent, the Co-Agents and
the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under
this Agreement and (v) no participant under any such participation
shall have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by
either Loan Party therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, in each case to
the extent subject to such participation, or postpone any date fixed
for any payment of principal of, or interest on, the Notes or any fees
or other amounts payable hereunder, in each case to the extent subject
to such participation.

          (f)  Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this
Section 9.07, disclose to the assignee or participant or proposed
assignee or participant, any information relating to the Borrower or
the Guarantor furnished to such Lender by or on behalf of the Borrower
or the Guarantor; provided, however, that, prior to any such
disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any
Confidential Information received by it from such Lender.

          (g)  Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Advances owing to it and the Note or Notes held by it)
in favor of any Federal Reserve Bank in accordance with Regulation A of
the Board of Governors of the Federal Reserve System.

          SECTION 9.08.  Governing Law.  This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the
State of New York.

          SECTION 9.09.  Execution in Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall
be effective as delivery of a manually executed counterpart of this
Agreement.

          SECTION 9.10.  No Liability of the Issuing Banks.  The
Borrower assumes all risks of the acts or omissions of any beneficiary
or transferee of any Letter of Credit with respect to its use of such
Letter of Credit.  Neither any Issuing Bank nor any of its officers or
directors shall be liable or responsible for:  (a) the use that may be
made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon,
even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such
Issuing Bank against presentation of documents that do not comply with
the terms of a Letter of Credit, including failure of any documents to
bear any reference or adequate reference to the Letter of Credit; or
(d) any other circumstances whatsoever in making or failing to make
payment under any Letter of Credit, except that the Borrower shall have
a claim against such Issuing Bank, and such Issuing Bank shall be
liable to the Borrower, to the extent of any direct, but not
consequential, damages suffered by the Borrower that the Borrower
proves were caused by (i) such Issuing Bank's willful misconduct or
gross negligence in determining whether documents presented under any
Letter of Credit comply with the terms of the Letter of Credit or
(ii) such Issuing Bank's willful failure to make lawful payment under a
Letter of Credit after the presentation to it of a draft and
certificates strictly complying with the terms and conditions of the
Letter of Credit.  In furtherance and not in limitation of the
foregoing, such Issuing Bank may accept documents that appear on their
face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.

          SECTION 9.11.  Confidentiality.  None of the Administrative
Agent, any Co-Agent or any Lender shall disclose any Confidential
Information to any Person without the consent of the Borrower or the
Guarantor, other than (a) to the Administrative Agent's, such
Co-Agent's or such Lender's Affiliates and their officers, directors,
employees, agents and advisors and to actual or prospective Eligible
Assignees and participants, and then only on a confidential basis, (b)
as required by any law, rule or regulation or judicial process and (c)
as requested or required by any state, federal or foreign authority or
examiner regulating banks or banking.

          SECTION 9.12.  Effective Date Assignments; Etc.  (a)  As of
the Effective Date, prior to giving effect to any assignment under this
Agreement as of such date, each Existing Lender and Existing Issuing
Bank represents and warrants, as to the assignment effected by such
Existing Lender or Existing Issuing Bank by this Agreement that as of
the Effective Date (i) its Existing Commitment is in the dollar amount
specified as its Existing Commitment on Schedule 9.12 hereto and the
aggregate outstanding principal amount of Existing Advances owing to it
is in the dollar amount specified as the aggregate outstanding
principal amount of Existing Advances owing to such Existing Lender on
Schedule 9.12 hereto; and (ii) that such Existing Lender or Existing
Issuing Bank, as the case may be, is the legal and beneficial owner of
such interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim created by such Existing Lender or
Existing Issuing Bank, as the case may be.

          (b)  Each Existing Lender, Existing Issuing Bank, Lender and
Issuing Bank confirms to, and agrees with, each of the other Lenders
and Issuing Banks as to the assignment effected by this Agreement by
such Existing Lender, Existing Issuing Bank, Lender or Issuing Bank, as
the case may be, as follows:  (i) each such Existing Lender or Existing
Issuing Bank, as the case may be, makes no representation or warranty
and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the
Existing Credit Agreement or this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the
Existing Credit Agreement or this Agreement or any other instrument or
document furnished pursuant thereto or hereto; (ii) each such Existing
Lender or Existing Issuing Bank, as the case may be, makes no
representation or warranty and assumes no responsibility with respect
to the financial condition of either Loan Party or any of its
Subsidiaries or the performance of observance by either Loan Party or
any of its Subsidiaries of any of its obligations under the Existing
Credit Agreement or this Agreement or any other instrument or document
furnished pursuant thereto or hereto; (iii) each Lender or Issuing
Bank, as the case may be, confirms that it has received such documents
and information as it has deemed appropriate to make its own credit
analysis and decision to execute and deliver this Agreement and agrees
that it shall have no recourse against the Administrative Agent, any Co-
Agent, any Existing Lender, any Existing Issuing Bank or any other
Lender or any other Issuing Bank with respect to any matters relating
to the Existing Credit Agreement or this Agreement; and (iv) each
Lender or Issuing Bank, as the case may be, will, independently and
without reliance upon the Administrative Agent, any Co-Agent, any
Existing Lender, any Existing Issuing Bank or any other Lender or any
other Issuing Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement, the Note
or Notes held by it and the other documents executed in connection
herewith.

          (c)  As of the Effective Date, (i) each Lender and each
Issuing Bank shall be a party to this Agreement and, to the extent
provided herein, have the rights and obligations of a Lender hereunder
and (ii) each Existing Lender and each Existing Issuing Bank shall, to
the extent provided herein, relinquish its rights and be released from
its obligations under this Agreement as to any assignment effected
herein.

          (d)  From and after the Effective Date, the Administrative
Agent shall make all payments under this Agreement in respect of the
interest assigned hereby (including, without limitation, all payments
of principal, interest and commitment fees with respect thereto) to the
Lenders and Issuing Banks hereunder.

          (e)  On or before the Effective Date, the Borrower shall have
paid all accrued interest, fees and other amounts payable and owing to
the Existing Lenders, the Existing Issuing Banks, the Co-Agents and the
Administrative Agent as of the Effective Date in connection with the
Existing Credit Agreement.  Without prejudice to the survival of any
other agreement of the Borrower or the Guarantor under the Existing
Credit Agreement, all amounts that would be payable under
Sections 2.09, 2.11 and 9.04 of the Existing Credit Agreement shall be
payable under this Agreement to the extent that such amounts have not
been paid as of the Effective Date.

          (f)  As of the Effective Date, (i) the Existing Credit
Agreement is amended and restated in full as set forth in this
Agreement, (ii) the Existing Commitments are terminated, (iii) the
Notes (as defined in the Existing Credit Agreement) are cancelled and
replaced by the Notes and (iv) all obligations which, by the terms of
the Existing Credit Agreement, are evidenced by the Notes (as defined
in the Existing Credit Agreement) are evidenced by the Notes.

          SECTION 9.13.  Waiver of Jury Trial.  Each of the Borrower,
the Guarantor, the Administrative Agent, the Co-Agents and the Lenders
hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to any of the Loan Documents, the
transactions contemplated thereby, the Advances or the actions of the
Administrative Agent, any Co-Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

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

                                 IMC GLOBAL OPERATIONS INC., as
                                   Borrower

                                 By:                   Peter Hong
                                    Title: Vice President & Treasurer

                                 IMC GLOBAL INC.,
                                   as Guarantor

                                 By:                   Peter Hong
                                    Title: Vice President & Treasurer

                                 CITIBANK, N.A., as
                                   Administrative Agent,
                                   Co-Agent and Swing Line Bank

                                 By:          Michael Mandracchia
                                    Title: Attorney-In-Fact

                                 COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK
                                 B.A., as Co-Agent

                                 By:          Stephen W. Phillips
                                    Title: Vice President

                                 By:                    Ian Reece
                                    Title: Vice President & Manager

                                 NATIONSBANK OF
                                 NORTH CAROLINA, N.A.
                                   as Co-Agent

                                 By:            Stephen K. Foutch
                                    Title: Vice President

                             Banks

                                 CITIBANK, N.A.

                                 By:          Michael Mandracchia
                                    Title: Attorney-In-Fact

                                 COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK
                                 B.A.

                                 By:          Stephen W. Phillips
                                    Title: Vice President

                                 NATIONSBANK OF
                                 NORTH CAROLINA, N.A.

                                 By:            Stephen K. Foutch
                                    Title: Vice President

                                 ARAB BANKING CORPORATION

                                 By:            Grant E. McDonald
                                    Title: Vice President

                                 MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK

                                 By:               Charles H. King
                                    Title: Vice President

                                 THE FUJI BANK, LIMITED

                                 By:                 Shigeo Akutsu
                                    Title: Joint General Manager

                                 THE NORTHERN TRUST COMPANY

                                 By:            Michelle M. Teteak
                                    Title: Vice President 

Basic Info X:

Name: AMENDED AND RESTATED CREDIT AGREEMENT
Type: Credit Agreement
Date: Sept. 21, 1995
Company: IMC GLOBAL INC
State: Delaware

Other info:

Date:

  • July 31 , 1995
  • Monday
  • Friday
  • last Business Day
  • April 5 , 1993
  • July 1 , 1993
  • May 26 , 1995
  • June 29 , 1993
  • July 31 , 2000
  • last day of each month
  • last day of such
  • March 31 , 1995
  • June 30 , 1994
  • June 30 , 2000
  • December 31 , 1994
  • September 30 , 1995
  • December 31 , 1995
  • March 31 , 1996
  • fiscal quarter
  • September 30 , December 31
  • last day of the

Organization:

  • COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A
  • Subordination Agreement Exhibit G-1
  • IMC Fertilizer , Inc.
  • IMC Fertilizer Group , Inc.
  • Leverage Ratio Applicab Applicable le Margin for Margin Eurodollar
  • Federal Deposit Insurance Corporation
  • International Monetary Fund
  • General Arrangements to Borrow
  • S & P
  • Eurodollar Rate Reserve Percentage
  • Eurodollar Rate Advances
  • Federal Reserve Bank of New York
  • Freeport-McMoRan Resource Partners
  • International Minerals & Chemical Corporation Canada Global Limited
  • Moody 's Investors Service
  • Organization for Economic Cooperation and Development
  • Restated Partnership Agreement
  • Event of Default
  • Pension Benefit Guaranty Corporation
  • Standard & Poor 's Ratings Group
  • Subtitle E of Title IV of ERISA
  • Existing Working Capital Commitments
  • Swing Line Advances and Letter of Credit Advances
  • Each Notice of Borrowing and Notice of Swing Line Borrowing
  • Eurodollar Lending Office
  • 2.13. Letters of Credit
  • The Letter of Credit Facility
  • Issuing Bank 's Letter of Credit Commitment
  • Each Issuing Bank
  • Issuing Bank of a Letter of Credit Advance
  • Applicable Lending Office
  • Federal Funds Rate
  • Existing Letter of Credit Commitments
  • Existing Letters of Credit
  • Working Capital Facility
  • Secretary of State of the State of Delaware
  • Hays & Handler
  • Notice of Swing Line Borrowing or Notice of Issuance
  • Material Adverse Change
  • Multiemployer Plans and Welfare Plans
  • Comprehensive Environmental Response
  • Compensation and Liability Information System
  • Environmental Protection Agency
  • Environmental Laws and Environmental Permits
  • Each Loan Party
  • Maintenance of Insurance
  • e Preservation of Corporate Existence
  • Board of Directors of such Loan Party
  • Preparation of Environmental Reports
  • Maintenance of Properties
  • Terms of Leaseholds
  • k Performance of Related Documents
  • l Performance of Material Contracts
  • c Lease Obligations
  • Borrower of IMC Partner
  • Subordinated Intercompany Notes
  • Financial Accounting Standards Board
  • Joint Venture Agreement
  • Nature of Business
  • Maintenance of Ownership of Subsidiaries
  • Required Lenders of Ernst & Young LLP
  • Joint Venture Company
  • j Securities Reports
  • Internal Revenue Service
  • Interest Coverage Ratio
  • A.M. Best Company
  • Material Adverse Effect
  • Securities and Exchange Commission
  • Letters of Credit Upon Default
  • Clear of Taxes
  • Swing Line Bank
  • Domestic Lending Office
  • Shearman & Sterling
  • Board of Governors of the Federal Reserve System
  • Existing Issuing Bank
  • Grant E. McDonald Title

Location:

  • England
  • London
  • Canada
  • Agrico
  • Delaware
  • Pro Rata Share
  • U.S.
  • New York City
  • Fierman
  • Esq.
  • Georgia
  • United States
  • Guaranty
  • Etc
  • Northbrook
  • Illinois
  • Park Avenue
  • N.A.
  • B.A.
  • NORTH CAROLINA

Money:

  • $ 215,000,000
  • $ 260,000,000
  • $ 160,000,000
  • $ 150,000,000
  • $ 1 billion
  • $ 40,000,000
  • $ 110,000,000
  • $ 25,000
  • $ 75,000,000
  • $ 38,000,000
  • $ 50,000,000
  • $ 100,000,000
  • $ 35,000,000
  • $ 650,000,000
  • $ 700,000,000
  • $ 5,000,000
  • $ 500,000
  • $ 250,000,000
  • $ 10,000,000
  • $ 1,000,000
  • $ 3,000

Person:

  • VIII
  • Stephanie James
  • Marschall I. Smith
  • Mary Corkran
  • Peter Hong Title
  • Ian Reece
  • Michael Mandracchia
  • Stephen W. Phillips
  • Stephen K. Foutch
  • Charles H. King
  • Shigeo Akutsu
  • Michelle M. Teteak

Percent:

  • 0.00 % 0.625 %
  • 0.00 % 0.750 %
  • 0.00 % 1.00 %
  • 0.50 % 1.50 %
  • 1.00 % 2.00 %
  • 1 %
  • 100 %
  • 2 %
  • 0.250 %
  • 0.375 %
  • 0.500 %
  • 66-23 %
  • 20 %