$182,500,000

TERM LOAN, REVOLVING CREDIT, GUARANTEE AND SECURITY AGREEMENT

among

MISSISSIPPI CHEMICAL CORPORATION
a Debtor-in-Possession,

as Borrower

and

THE SUBSIDIARIES OF
MISSISSIPPI CHEMICAL CORPORATION NAMED HEREIN,
as Debtors-in-Possession,

as Guarantors

and

THE LENDERS PARTY HERETO,

and

CITICORP NORTH AMERICA, INC.

as Administrative Agent

CITIGROUP GLOBAL MARKETS INC.
PERRY PRINCIPALS INVESTMENTS, LLC
as
Joint Lead Arrangers

TABLE OF CONTENTS

Page

SECTION 1 DEFINITIONS................................................................................................................... 2

1.1.       Defined Terms................................................................................................................... 2

1.2.       Terms Generally............................................................................................................... 18

1.3.       Accounting Terms............................................................................................................ 19

SECTION 2 AMOUNT AND TERMS OF COMMITMENT............................................................... 19

2.1.       Term Loan Commitments................................................................................................. 19

2.2.       Procedure for Term Loan Borrowing................................................................................ 19

2.3.       Revolving Credit Commitments......................................................................................... 19

2.4.       Procedure for Revolving Credit Borrowing........................................................................ 20

2.5.       Repayment of Loans; Evidence of Debt............................................................................. 20

2.6.       Interest Rates and Payment Dates; Computation of Interest and Fees................................. 21

2.7.       Optional Termination or Reduction of Revolving Credit Commitment.................................. 22

2.8.       Optional Prepayment of Loans.......................................................................................... 22

2.9.       Mandatory Prepayment.................................................................................................... 22

2.10.     Pro Rata Treatment, Etc................................................................................................... 23

2.11.     Requirements of Law....................................................................................................... 24

2.12.     Taxes.............................................................................................................................. 25

2.13.     Change of Lending Office................................................................................................ 26

2.14.     Fees............................................................................................................................... 26

2.15.     Nature of Fees............................................................................................................... 27

2.16.     Priority and Liens........................................................................................................... 27

2.17.     Payment of Obligations.................................................................................................. 28

2.18.     No Discharge; Survival of Claims.................................................................................. 28

SECTION 3 REPRESENTATIONS AND WARRANTIES.............................................................. 28

3.1.       Organization and Qualification; Non-Contravention....................................................... 28

3.2.       No Default................................................................................................................... 28

3.3.       Statements Made......................................................................................................... 28

3.4.       Financial Statements..................................................................................................... 29

3.5.       Subsidiaries.................................................................................................................. 29

3.6.       Debt and Security Interests........................................................................................... 29

3.7.       Approvals.................................................................................................................... 29

3.8.       The Order.................................................................................................................... 29

3.9.       Environmental Matters; Hazardous Material.................................................................. 29

3.10.     Litigation...................................................................................................................... 30

3.11.     Federal Regulations...................................................................................................... 30

3.12.     Compliance with Law................................................................................................... 30

3.13.     Taxes........................................................................................................................... 30

3.14.     ERISA......................................................................................................................... 31

3.15.     Enforceability............................................................................................................... 31

3.16.     Investment Company Act; Public Utility Holding Company Act; Other Regulations........ 31

3.17.     Restrictive Agreements................................................................................................. 31

3.18.     No Default Under Other Agreements........................................................................... 31

3.19.     Material Adverse Effect............................................................................................... 31

SECTION 4 CONDITIONS PRECEDENT..................................................................................... 31

4.1.       Conditions to Initial Extension of Credit....................................................................... 31

4.2.       Conditions to Each Extension of Credit....................................................................... 32

SECTION 5 AFFIRMATIVE COVENANTS................................................................................. 34

5.1.       Financial Statements, Etc............................................................................................ 34

5.2.       Compliance with Laws, etc........................................................................................ 35

5.3.       Maintenance of Property; Insurance........................................................................... 36

5.4.       Inspection................................................................................................................. 36

5.5.       Notice of Suit or Adverse Change in Business or Default........................................... 36

5.6.       Taxes....................................................................................................................... 36

5.7.       Employee Benefits.................................................................................................... 36

5.8.       Use of Revolving Credit Loans................................................................................. 37

5.9.       Use of Term Loans.................................................................................................. 37

5.10.     Provisions Applicable Upon the Occurrence of an Event of Default........................... 37

5.11.     Approved Plan........................................................................................................ 37

5.12.     Bank Accounts........................................................................................................ 37

5.13.     Trinidad.................................................................................................................. 37

5.14.     Pledged Stock........................................................................................................ 38

5.15.     MCHI Guaranty..................................................................................................... 38

SECTION 6 NEGATIVE COVENANTS.................................................................................... 38

6.1.       Limitation on Liens................................................................................................. 38

6.2.       Limitation on Debt Obligations................................................................................ 39

6.3.       Consolidation and Merger....................................................................................... 40

6.4.       Limitation on Sale of Assets.................................................................................... 40

6.5.       Limitation on Issuances of Dividends and Certain Other Restricted Payments........... 41

6.6.       Limitation on Investments, Loans and Advances...................................................... 41

6.7.       Transactions with Affiliates...................................................................................... 41

6.8.       Sale and Leaseback Transactions............................................................................ 42

6.9.       Fiscal Periods......................................................................................................... 42

6.10.     New Subsidiaries.................................................................................................... 42

6.11.     Chapter 11 Claims.................................................................................................. 42

6.12.     No Restrictions on Subsidiaries............................................................................... 42

6.13.     Capital Expenditures............................................................................................... 42

6.14.     Minimum EBITDA................................................................................................. 42

6.15.     Assets, Purchases, Executory Contracts, Pre-Petition Debt and Payments Outside
                   the Ordinary Course of Business....................................................................... 42

6.16.     Limitation on Restrictions on Disclosure of Certain Information................................ 43

6.17.     The Budget............................................................................................................. 43

SECTION 7 EVENTS OF DEFAULT......................................................................................... 43

SECTION 8 THE AGENT........................................................................................................... 46

8.1.       Appointment.......................................................................................................... 46

8.2.       Delegation of Duties............................................................................................... 46

8.3.       Exculpatory Provisions........................................................................................... 46

8.4.       Reliance by Administrative Agent............................................................................ 47

8.5.       Notice of Default.................................................................................................... 47

8.6.       Non-Reliance on Agent and Other Lenders............................................................. 47

8.7.       Indemnification........................................................................................................ 48

8.8.       Agent in Its Individual Capacity................................................................................ 48

8.9.       Successor Administrative Agent............................................................................... 48

8.10.     Duration of Agency.................................................................................................. 49

8.11.     Collateral Security................................................................................................... 49

8.12.     Enforcement by the Administrative Agent................................................................. 49

SECTION 9 GUARANTEE.......................................................................................................... 49

9.1.       Guarantee............................................................................................................... 49

9.2.       Right of Contribution............................................................................................... 50

9.3.       No Subrogation...................................................................................................... 50

9.4.       Amendments, etc. with respect to the Obligations.................................................... 50

9.5.       Guarantee Absolute and Unconditional.................................................................... 50

9.6.       Reinstatement......................................................................................................... 51

9.7.       Payments............................................................................................................... 51

SECTION 10 REMEDIES; APPLICATION OF PROCEEDS.................................................... 51

10.1.     Remedies; Obtaining the Collateral Upon Default.................................................... 51

10.2.     Remedies; Disposition of the Collateral.................................................................. 52

10.3.     Application of Proceeds........................................................................................ 53

10.4.     WAIVER OF CLAIMS....................................................................................... 53

10.5.     Remedies Cumulative............................................................................................ 54

10.6.     Discontinuance of Proceedings.............................................................................. 54

10.7.     Attorney............................................................................................................... 54

SECTION 11 MISCELLANEOUS............................................................................................ 55

11.1.     Amendments and Waivers..................................................................................... 55

11.2.     Notices................................................................................................................. 56

11.3.     No Waiver; Cumulative Remedies......................................................................... 57

11.4.     Survival of Representations and Warranties........................................................... 57

11.5.     Payment of Expenses and Taxes........................................................................... 57

11.6.     Successors and Assigns; Participations; Purchasing Lenders.................................. 59

11.7.     Adjustments; Set‑off............................................................................................ 61

11.8.     Counterparts........................................................................................................ 62

11.9.     GOVERNING LAW .......................................................................................... 62

11.10.   Submission To Jurisdiction; Waivers...................................................................... 62

11.11.   Intentionally Deleted............................................................................................. 62

11.12.   Confidentiality...................................................................................................... 62

11.13.   Integration........................................................................................................... 63

11.14.   WAIVERS OF JURY TRIAL. ......................................................................... 63

Schedules

Schedule 1.1	-	Commitment Amounts
Schedule 3.5	-	Subsidiaries
Schedule 3.6	-	Existing Liens
Schedule 3.9	-	Environmental Matters
Schedule 3.10	-	Litigation
Schedule 3.13	-	Taxes
Schedule 5.12	-	Bank Accounts
Schedule 6.6	-	Intercompany Investments
Schedule 6.13	-	Maximum Permitted Capital Expenditures
Schedule 6.14	-	Minimum Required EBITDA
Exhibits
Exhibit A-1	-	Form of Term Note
Exhibit A-2	-	Form of Revolving Note
Exhibit B	-	[Intentionally Reserved]
Exhibit C	-	Form of Legal Opinion
Exhibit D	-	Form of Compliance Certificate
Exhibit E	-	Form of Assignment and Acceptance
Exhibit F	-	Form of Borrowing Base Report
Exhibit G	-	Form of Interim Order
Exhibit H	-	Form of Borrowing Certificate
Exhibit I	-	Farmland MissChem Project Contingent Obligations

TERM LOAN, REVOLVING CREDIT, GUARANTEE AND SECURITY AGREEMENT, dated as of July 1, 2004, among (i) MISSISSIPPI CHEMICAL CORPORATION a Mississippi corporation (the " Borrower "), which is a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, (ii) each of the direct and indirect domestic Subsidiaries of Borrower designated as a Guarantor on Schedule 3.5 hereto (collectively, the " Guarantors " and together with the Borrower, the " Debtors " and each a " Debtor "), each of which Guarantors is a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and the Guarantors, each a " Case " and, collectively, the " Cases "), (iii) CITICORP north america, INC. (" Citicorp "), as administrative and collateral agent for the Lenders hereunder (in such capacity and including any successors, the " Administrative Agent "), (iv) CITIGROUP GLOBAL MARKETS INC., (" CGMI "), as a joint lead arranger, (v) Perry Principals Investments, LLC as a joint lead arranger, (" Perry ", and together with CGMI, in such capacity, the " Joint Lead Arrangers ") and (vi) each of the financial institutions from time to time party hereto (collectively, the " Lenders ").

INTRODUCTORY STATEMENT

On May 16, 2003 (the " Petition Date "), the Debtors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the Cases and have continued in the possession of their assets and in the management of their businesses pursuant to Bankruptcy Code Sections 1107 and 1108.

Pursuant to this Agreement and the Orders, the Lenders are making available to the Borrower a term loan and revolving loan facility in an aggregate principal amount not to exceed $182,500,000 (subject to mandatory and optional reductions in accordance with Sections 2.8 and 2.9), all of the Borrower's obligations under which are guaranteed by the Guarantors.

The proceeds of the Loans will be used to repay certain debt outstanding on the date hereof and to provide working capital for, and for other general corporate purposes of, the Borrower, in all cases subject to the terms of this Agreement, the Loan Documents and the Orders.

To provide guarantees and security for the repayment of the Loans and the payment of the other Obligations of the Debtors hereunder and under the other Loan Documents, the Debtors are providing to the Administrative Agent and the Lenders, pursuant to this Agreement, the Loan Documents and the Orders, the following (each as more fully described herein):

(a)  a guarantee from each of the Guarantors of the due and punctual payment and performance of the Obligations of the Borrower hereunder and under the Notes;

(b)  with respect to the Obligations of the Loan Parties hereunder, an allowed administrative expense claim having, pursuant Bankruptcy Code Section 364(c)(1), Superpriority over any and all administrative expenses of the kind specified in the Bankruptcy Code Sections 503(c) or 507(b);

(c)  pursuant to Bankruptcy Code Section 364(c)(2) a perfected first priority lien on, on all property of the Debtors which secures the Harris DIP Credit Agreement, the Prepetition Credit Agreement or the Supplemental DIP Credit Agreement on the Closing Date and on all other property of the Debtors that is not subject to valid, perfected and non-avoidable liens as of the Closing Date;

(d)  pursuant to Bankruptcy Code Section 364(c)(3) a perfected junior lien on, all property of the Debtors that is subject to valid, perfected and non-avoidable liens in existence at the time of the commencement of the Cases or to valid liens in existence at the time of such commencement that are perfected subsequent to such commencement as permitted by Section 546(b) of the Bankruptcy Code (other than property that is subject to the liens that secure the Prepetition Credit Facility, the Harris DIP Credit Agreement or the Supplemental DIP Credit Agreement which liens (the " Released Liens ") shall be released and discharged on the Closing Date and which property shall be covered under the liens described in paragraph (c) above); and

(e)  pursuant to Bankruptcy Code Section 364(d)(1), to the extent not covered in (c) or (d) above, a perfected first priority, senior priming lien on, and security interest in all present and after-acquired assets that are presently subject to liens that are junior to the Released Liens.

All of the claims and the Liens granted hereunder and pursuant to the Orders in the Cases to the Administrative Agent and the Lenders shall be subject to the Administrative Expense Carve-Out, but in each case only to the extent provided in Section 2.16 and the Orders.

To provide further security for the repayment of the Loans and the payment of the other Obligations hereunder, MCHI is providing the MCHI Guaranty to the Administrative Agent and the Lenders hereunder.

Accordingly, the parties hereto hereby agree as follows:

SECTION 1
DEFINITION

1.1.             Defined Terms .

As used in this Agreement, the following terms shall have the meanings specified below:

" Administrative Agent ":  the meaning set forth in the preamble to this Agreement.

" Administrative Expense Carve-Out ":  $1,500,000 plus, prior to the Termination Date, or such earlier date on which the Loans become due and payable hereunder, an amount equal to accrued and pending quarterly applications or monthly invoices in accordance with orders of the Bankruptcy Court for professional fees and expenses (other than fees and expenses in unpaid invoices of the Administrative Agent, the Lenders and their professionals) incurred prior to such date to the extent (a) such fees and expenses have not been paid and (b) of the amount provided for in the Budget most recently provided to the Administrative Agent prior to the Termination Date.

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

" Aggregate Exposure ":  with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender's Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender's Term Loans and (ii) the amount of such Lender's Revolving Credit Commitment then in effect, or if the Revolving Credit Commitments have terminated, the amount of such Lender's Revolving Credit Loans then outstanding.

" Aggregate Exposure Percentage ":  with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.

" Aggregate Outstandings ":  with respect to any Lender at any time, an amount equal to the sum of the aggregate principal amount of all Loans made by such Lender then outstanding.

" Agreement ":  this Term Loan, Revolving Credit, Guarantee and Security Agreement.

" Applicable Margin " means 3.75%.

" Approved Account Debtors " shall mean Alabama Farmers Coop, Inc., CF Industries, Inc., Phosphate Chemicals Export Assoc., Tennessee Farmers Coop, Jimmy Sanders, Inc., Cargill, Inc., Potash Corporation of Saskatchewan, Inc., IMC Agrico, Inc., ConAgra Fertilizer, Royster Clark, BASF, Air Products, Debruce Fertilizer, Agriliance, LLC, Dyno Nobel, Inc, Bruce Oakley, Inc., United Agri Products, Inc., Missouri Farmers Cooperative, Mosaic, Nelson Brothers, Yara International, Orica Limited and El Dorado Chemical Company.

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

 " Approved Plan ":  a plan of reorganization filed in the Cases which shall, inter-alia implement the terms of the exit financing commitment letter agreement dated as of June 23, 2004 among Perry, Citicorp, CGMI and the Borrower.

" Assignment and Acceptance ":  an assignment and acceptance entered into by a Lender and an assignee and accepted by the Administrative Agent, substantially in the form of Exhibit E.

" Authorizations ":  all applications, filings, reports, documents, recordings and registrations with, and all validations, exemptions, franchises, waivers, approvals, orders or authorizations, consents, licenses, certificates and permits from Federal, state or local Governmental Authorities.

" Available Revolving Credit Commitment ":  as to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) the amount of such Lender's Revolving Commitment then in effect over (b) such Lender's Revolving Extensions of Credit at such time; collectively, as to all Lenders, the " Available Revolving Credit Commitments ".

" Bankruptcy Code ":  The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. §§101 et seq.

" Bankruptcy Court ":  the United States Bankruptcy Court for the Southern District of Mississippi, or any other court having jurisdiction over the Cases from time to time.

" Base Rate ":  the higher of (a) the Federal Funds Effective Rate plus one half of one percent (½%) per annum or (b) the Citibank Base Rate.  Any change in the Base Rate due to a change in the Citibank Base Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Citibank Base Rate or the Federal Funds Effective Rate, respectively.

" Base Rate Loans ":  Loans the rate of interest applicable to which is based upon the Base Rate.

" Benefited Lender ":  the meaning set forth in Section 11.7(a).

" Board of Governors ":  the Board of Governors of the Federal Reserve System or any Governmental Authority which succeeds to the powers and functions thereof.

" Borrower ":  the meaning set forth in the preamble to this Agreement.

" Borrowing ":  the making of Loans by the Lenders on a single Borrowing Date.

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

(a)        85% of the amount of the amount of the Eligible Receivables of the Borrower and the Guarantors (other than MCHI); plus

(b)        65% of the lower of weighted average cost or market value (using the moving average cost method of inventory valuation applied by the Borrower in accordance with generally accepted accounting principles, consistently applied) of the Eligible Inventory of the Borrower and the Guarantors (other than MCHI); minus

(c)        as of any date, an amount equal to twice the amount of all then accrued and unpaid charges owed to warehousemen and other third parties having inventory in their possession and that have not executed and delivered to the Administrative Agent a warehouseman's waiver satisfactory in form and substance to the Administrative Agent; minus

(d)        as of any date, an amount equal to six months rent payable with respect to all leased facilities in which any inventory is kept and for which the landlord has not executed and delivered to the Administrative Agent a landlord's waiver satisfactory in form and substance to the Administrative Agent; minus

(e)        as of any date, and to the extent applicable, an amount equal to the mark to market exposure due to any Lender under a Hedging Agreement with respect to hedging agreements for natural gas.

provided that (x) the Borrowing Base shall be computed only as against and on so much of such Collateral as is included on the certificates to be furnished from time to time by the Borrower pursuant to this Agreement and, if required by the Administrative Agent pursuant to any of the terms hereof or any Security Document, as verified by such other evidence required to be furnished to the Administrative Agent pursuant hereto or pursuant to any such Security Document, and (y) the Borrowing Base shall be recalculated to the satisfaction of the Required Lenders upon the consummation of any Disposition that results in Net Cash Proceeds in excess of $1,000,000.

" Borrowing Base Report ":  a certificate substantially in the form of Exhibit F hereto.

" Borrowing Date ":  any Business Day specified in a notice pursuant to Section 2.2 and/or 2.4 as a date on which the Borrower requests a Loan hereunder.

" Budget ":  the budget projecting the Debtors' budgeted cash receipts and disbursements (including Costs of Reorganization) on a monthly basis from the Closing Date through the Termination Date delivered to satisfy the requirements of Section 4.1 (d) hereof and attached to the Interim Order, as such budget may from time to time be extended or otherwise modified with the consent of the Required Lenders.

" Business ":  as defined in Section 3.9(b).

" Business Day ":  any day other than a Saturday, Sunday or other day on which commercial banks in New York City are required or permitted to close.

" Capital Expenditures ":  for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

" Capital Lease Obligations ":  present discounted value of the rental obligations under any Capitalized Lease.

" Capital Stock ":  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

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

" Cases ":  the meaning set forth in the preamble to this Agreement.

" Cash Collateral ":  the meaning set forth in Section 363(a) of the Bankruptcy Code.

" Cash Equivalents ":  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of twelve months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor's Ratings Services (" S&P ") or P-1 by Moody's Investors Service, Inc. (" Moody's "), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within nine months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody's; (f) securities with maturities of twelve months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000.

" Cash Management Obligations ":  all obligations of the Loan Parties to any Lender, the Administrative Agent or, to La Salle Bank with respect to the Collection Accounts or the Concentration Account.

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

" Citibank Base Rate ":  the rate of interest announced by Citibank, N.A. from time to time as its prime rate.  The Citibank Base Rate is a reference rate and does not necessarily represent the lowest rate actually charged to any customer.  Citibank, N.A. may make commercial loans or other loans at rates of interest at, above or below the Citibank Base Rate.

" Closing Date ":  the date on which the conditions precedent to the making of the initial Extension of Credit set forth in Section 4.1 have been satisfied or waived.

" Code ":  the Internal Revenue Code of 1986, as amended from time to time.

" Collateral ":  all property of the Loan Parties, now owned or hereafter acquired, as more particularly described in the Orders.

" Collection Account ":  the accounts of the Borrower with LaSalle Bank set forth on Schedule 5.12 and designated as the Collection Accounts.

" Commitment ":  with respect to each Lender, each of the Term Loan Commitment and the Revolving Credit Commitment of such Lender.

" Commitment Fee ":  the meaning set forth in Section 2.14.

 " Commonly Controlled Entity ":  an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a controlled group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

" Concentration Account ":  the account, account no. [********], established by the Borrower with the Administrative Agent, entitled "[********************************************************]", which account and all amounts deposited therein are subject to the exclusive dominion and control of the Administrative Agent, and into which all amounts received into the Collection Accounts will be transferred on a daily basis and which shall be used for the daily operation of the Borrower's business.

" Confirmation Order ":  an order of the Bankruptcy Court confirming a plan of reorganization in any of the Cases.

" Contract ":  any agreement or invoice pursuant to, or under which, an Obligor shall be obligated to make payments with respect to any Receivable.

" Contractual Obligation ":  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

" Costs of Reorganization ":  all legal, professional and advisory fees paid by the Debtors (whether or not incurred by the Debtors) in connection with the Cases as set forth in the Budget and approved in the Orders or as may be otherwise approved from time to time by the Bankruptcy Court, subject to the Lenders' and the Administrative Agent's right to object thereto.

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

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

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

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

(d)        Capitalized Lease Obligations;

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

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

all computed and determined on a consolidated basis for such Person and its Subsidiaries after the elimination of intercompany items in accordance with generally accepted accounting principles consistent with those used in the preparation of the audit report referred to in Section 5.1(a) hereof.

" Debtors ":  the meaning set forth in the preamble to this Agreement.

" Default ":  any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

" Disposition ":  the sale, lease, conveyance or other disposition (including casualty and condemnation) of Property.

" Dollars " and " $ ":  lawful money of the United States.

" EBITDA ":  means, for any Person and with reference to any period, Net Income for such period plus all amounts deducted in arriving at such Net Income amount, without duplication, in respect of (a) Interest Expense (cash and non-cash) for such period, plus (b) federal, foreign, state and local income taxes for such period, plus (c) all amounts properly charged for depreciation of fixed assets and amortization of intangible assets during such period on the books of such Person and its Subsidiaries, plus (d) other noncash charges deducted in the calculation of Net Income for such period, plus (e) any loss (or minus any gain) on any Disposition of all or any part of the Trinidad Interest or any other asset (except sales of inventory in the ordinary course of business) of the Borrower or any Subsidiary, plus (f) any reserves established for restructuring charges (not to include restructuring charges related to professional fees), including severance expenses, until such time as such restructuring charges are paid in cash (at which time they will be deducted in the calculation of EBITDA), plus (g) any write-down of the Borrower's or its Subsidiaries assets according to GAAP.  However, EBITDA shall not include any amounts attributable to the Borrower's or its Subsidiaries' interest in FMCL, Houston Ammonia Terminal, L.P. or FMCL LLC except to the extent received in cash by the Borrower or a Guarantor.

" Eligible Assignee ":  the meaning set forth in Section 11.6(c).

" Eligible Inventory ":  all Inventory of the Borrower and its domestic Subsidiaries which in each case the Administrative Agent, in its reasonable judgment, deems to be Eligible Inventory; provided that in no event shall inventory be deemed Eligible Inventory unless all representations and warranties made with respect to such inventory are true and correct and such inventory:

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

(b)                (i) is located in the United States or (ii) is in transit to the Borrower or a domestic Subsidiary from a supplier, is fully insured and the Administrative Agent is the loss payee on such insurance;

(c)                if such Inventory consists of finished goods at locations which are leased or warehouses not owned by the Borrower or any of its domestic Subsidiaries, (i) any non-negotiable warehouse receipts or other non-negotiable documents for such inventory are issued in the name of the Borrower or a domestic Subsidiary or, alternatively, designate the Administrative Agent directly or by endorsement as the only person to whom or to whose order the warehouseman is legally obligated to deliver such goods and (ii) any negotiable warehouse receipts or other negotiable documents for such inventory are in the possession of the Administrative Agent;

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

(e)                is not spare parts inventory.

" Eligible Receivable ":  each Receivable of the Borrower and its Subsidiaries which the Administrative Agent, in its reasonable judgment, deems to be an Eligible Receivable; provided that in no event shall an account receivable be deemed an Eligible Receivable unless all representations and warranties made with respect to such account receivable are true and correct and further provided that such account receivable:

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

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

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

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

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

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

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

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

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

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

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

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

Employee Plans Carve-Out ":  $4,700,000 minus the amount, if any, by which the aggregate amount of all payments made under the Employee Retention and Severance Plans exceed $3,800,000.

" Employee Retention and Severance Plans ":  the Borrower's Key Employee Retention Plan, Key Employee Severance Plan and All-Employee Supplemental Unemployment Benefit Plan as approved by the Bankruptcy Court prior to the date hereof or as subsequently approved by the Required Lenders.

" Environmental Laws ":  any and all applicable foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, legally binding requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

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

" Essential Trade Creditor ":  (a) essential trade creditors who agree to provide goods and services to the Debtors on a normal and customary basis, and (b) the holders of certain tax claims and certain employee related claims to the extent provided for in the Budget or, if not provided for in the Budget, to the extent mutually agreed upon by the Borrower and the Administrative Agent.

" Event of Default ": any event or condition identified as such in Section 7.1 hereof.

" Extensions of Credit ": collectively, Revolving Credit Loans and/or Term Loans, as to any Revolving Loan or Term Loan, an "Extension of Credit".

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

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

" Federal Funds Effective Rate ":  for any day, 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 on the next succeeding 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 the day of such transactions received by the Administrative Agent from three federal funds brokers of nationally recognized standing selected by it.

" Fees ":  collectively, the Commitment Fees, the fees payable to the Joint Lead Arrangers as separately agreed by the Borrower and the Joint Lead Arrangers, the fees referred to in Sections 2.14, 2.15 or 11.5 and any other fees payable by any Loan Party pursuant to this Agreement or any other Loan Document.

" Final Order ":  an order of the Bankruptcy Court entered in the Cases, in substantially the form of the Interim Order, with such modifications thereto as are reasonably satisfactory to the Administrative Agent.

 " Financial Officer ":  the Chief Financial Officer, Chief Restructuring Officer, Principal Accounting Officer, Controller or Treasurer of the Borrower.

" Finished Goods ":  completed goods which require no additional processing or manufacturing to be sold by the relevant Loan Party in the ordinary course of business.

" FMCL ":  Point Lisas Nitrogen Limited (f/k/a Farmland MissChem Limited), a Company incorporated under the Companies Ordinance, Chapter 31, No. 1 and continued under the Companies Act, Chapter 81:01 of the laws of the Republic of Trinidad and Tobago.

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

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

" Funding Office ":  the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

" GAAP ":  generally accepted accounting principles in the United States of America applied on a consistent basis.

" Group Member ":  the collective reference to the Borrower and each of its Subsidiaries.

" Governmental Authority ":  any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

" Guarantee Obligation ":  as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Debt, leases, dividends or other obligations (the " primary obligations ") of any other Person (the " primary obligor ") in any manner, whether directly or indirectly, including without limitation, any obligation of such Person, whether or not contingent (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that notwithstanding the foregoing, the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

" Guarantor ":  each of the direct and indirect domestic Subsidiaries of the Borrower designated as a Guarantor on Schedule 3.5 hereto and MCHI.

" Guaranty ":  Section 9 of this Agreement and other guaranty agreements in form and substance acceptable to the Administrative Agent pursuant to which any Person guaranties the payment and performance of any or all of the Obligations (including, without limitation, the MCHI Guaranty), as the same may be supplemented, amended, restated or otherwise modified from time to time and any agreement entered into in substitution therefor or replacement thereof.

" Harris DIP Credit Agreement ":  the Post-Petition Credit Agreement among Mississippi Chemical Corporation and the banks party thereto and Harris Trust and Savings Bank, as Administrative Agent, dated as of May 16, 2003, as amended, supplemented or modified prior to the date hereof.

" Hedging Agreement ":  all interest rate or currency swap, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Borrower with a Lender providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

" Hedging Agreement Obligations ":  obligations of the Borrower owing or due to a Lender under a Hedging Agreement.

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

" Interim Order ":  an order of the Bankruptcy Court entered in the Cases granting interim approval of the transactions contemplated by this Agreement and the other Loan Documents and granting the Liens and Superpriority Claims described in the Introductory Statement in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit G hereto or otherwise in form and substance satisfactory to the Administrative Agent.

 " Inventory ":  all Raw Materials and Finished Goods in which any Borrower or any Subsidiary now has or hereafter acquires any right.

" Lenders ":  the meaning set forth in the preamble to this Agreement.

" Lien ":  any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interests of a vendor or lessor under any conditional sale, capital lease or other title retention arrangement).

" Loan ":  the meaning set forth in Section 2.1.

" Loan Documents ":  this Agreement and any and all exhibits hereto, the Notes, any Hedging Agreement, the Security Documents, the MCHI Guaranty and the Orders.

" Loan Parties ":  the Borrower and the Guarantors.

" Material Adverse Effect ":  a material adverse effect on (a) the business, condition (financial or otherwise), operations or assets of the Borrower and its Subsidiaries taken as a whole, in each case, other than such effects attributable to the commencement of the Cases or the existence of prepetition claims and of defaults under such prepetition claims, (b) the validity or enforceability either of the Orders or any of the Loan Documents, (c) the rights and remedies of the Lenders, the Administrative Agent and the Administrative Agent under the Orders and the Loan Documents or (d) timely payment of the principal of or interest on the Loans, or other amounts payable in connection therewith.

" Materials of Environmental Concern ":  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

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

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

" Minority Banks ":  the meaning set forth in Section 11.1(b).

" MissChem Barbados ":  MissChem Barbados SRL, a society with restricted liability formed in Barbados.

" Multiemployer Plan ":  a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

" Net Cash Proceeds ":  as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for such Person's account, net of (i) reasonable direct costs relating to such Disposition, including reasonable investment banking fees, reasonable legal and accounting fees and other reasonable fees and expenses, (ii) sale, use or other transactional taxes and income taxes paid or payable by such Person or any Person with respect to which such Person files a consolidated return as a direct result of such Disposition (after giving effect to any available deductions, credits, carry forwards, carry backs or other items which would reduce any actual tax payable), provided, however, that Net Cash Proceeds shall not include any casualty or condemnation proceeds to the extent the Borrower has elected to use such proceeds to repair, rebuild, or replace the assets subject to such casualty or condemnation, no Default or Event of Default exists and, to the extent of proceeds in excess of $5,000,000 with respect to any single casualty or condemnation event, the Lenders have approved such repair, rebuilding or replacement.

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

" New York UCC ":  the Uniform Commercial Code as from time to time in effect in the State of New York.

" Non-Excluded Taxes ":  the meaning set forth in Section 2.12(a).

" Non-U.S. Lender ":  the meaning set forth in Section 2.12(d).

" Normalized Trade Creditor " shall mean an Essential Trade Creditor that is a trade creditor and has executed an agreement (in form and substance satisfactory to the Administrative Agent) with the Borrower pursuant to which such Essential Trade Creditor agrees to continue to extend credit and supply goods and/or services to the Borrower in accordance with industry standards or terms acceptable to the Administrative Agent and consistent with the assumptions used in the projections of the Borrower that support feasibility of the Borrower and that have been approved by the Administrative Agent.

" Note ":  the meaning set forth in Section 2.5(e).

" Notice ":  the giving of notice by the Administrative Agent to the Borrower and its counsel (as set forth in Section 11.2) that a Default or an Event of Default has occurred and is continuing.

" Obligations ":  (a) the principal of and interest on the Loans and the Notes, (b) the Fees and all other present and future, fixed or contingent, obligations and liabilities (monetary or otherwise) of the Loan Parties to the Lenders and the Administrative Agent under the Loan Documents, including without limitation, all costs and expenses payable pursuant to Section 11.5, (c) Hedging Agreement Obligations and (d) the Cash Management Obligations.

"Obligor":  with respect to any Receivable, the Person primarily obligated to make payments in respect thereof.

" Orders ":  the collective reference to the Interim Order and the Final Order.

" Other Taxes ":  any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

" Participants ":  the meaning set forth in Section 11.6(b).

" PBGC ":  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

" Permitted Liens ":  Liens permitted to exist under Section 6.1.

" Person ":  an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

" Petition Date ":  the meaning set forth in the Introductory Statement.

" Petty Cash and Payroll Accounts ":  local petty cash  accounts and payroll accounts listed and described as such on Schedule 5.12 hereto or as may be approved by the Administrative Agent from time to time.

" Plan ":  at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

" Pre-Petition Credit Agreement ":  that certain Amended and Restated Credit Agreement dated as of November 15, 2002 by and between the Borrower, the several lenders from time to time parties thereto, and Harris Trust and Savings Bank, as administrative agent, as the same has from time to time been modified or amended.

" Pre-Petition Obligations ":  all the debt, obligations and liabilities, fixed or contingent, of the Borrower and its Subsidiaries to the pre-petition banks or the pre-petition agent arising or in connection with the Pre-Petition Credit Agreement or evidenced by the promissory notes issued by the Borrower thereunder or in connection with the letters of credit issued by the pre-petition banks thereunder.

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

" Purchasing Card Program ":  the credit/purchasing card account of the Borrower with a credit limit not to exceed $50,000 at any one time in the aggregate.

" Purchasing Lender ":  the meaning set forth in Section 11.6(c).

" Raw Materials ":  materials used or consumed in the manufacturing or production of goods to be sold by the relevant Loan Party in the ordinary course of business, but excluding work in progress.

"Receivable":  shall mean an account receivable of the Borrower or any Subsidiary arising from the sale of goods or the provisions of services in the ordinary course of business.

" Regulation D ":  Regulation D of the Board of Governors of the Federal Reserve System, comprising Part 204 of Title 12, Code of Federal Regulations, as amended, and any successor thereto.

" Related Fund ":  with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor as such Lender, by such Lender or an Affiliate of such Lender.

" Reportable Event ":  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

" Required Lenders ":  at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Credit Outstandings.

" Requirement of Law ":  as to any Person, the Certificate of Incorporation and By‑Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

" Revolving Credit Commitment ":  as to any Lender, the obligation of such Lender, if any, to make a Revolving Loan hereunder in a principal amount not to exceed the amount set forth under the heading "Revolving Credit Commitment" opposite such Lender's name on Schedule 1.1, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  The original amount of the Revolving Credit Commitment is $22,500,000.

" Revolving Credit Commitment Percentage ":  as to any Revolving Credit Lender at any time, the percentage which such Lender's Revolving Credit Commitment then constitutes of the aggregate Revolving Credit Commitment (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender's Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Credit Loans then outstanding).

" Revolving Credit Commitment Period ":  means the period from and including the Closing Date to the Termination Date.

" Revolving Credit Lender ":  each Lender that has a Revolving Credit Commitment or is the holder of a Revolving Credit Loan.

" Revolving Credit Loan ":  as defined in Section 2.3.

" Revolving Credit Note ":  as defined in Section 2.5.

 " Security Documents ":  all security documents at any time delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the Obligations.

" Senior Notes ":  the Borrower's 7.25% Senior Notes due 2017 in the original aggregate principal amount of $200,000,000.

" Single Employer Plan ":  any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

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

" Supermajority Lenders ":  Lenders holding Loans representing at least 66-2/3% of the aggregate principal amount of the Loans outstanding, or if no Loans are outstanding, Lenders having Commitments representing at least 66-2/3% of the aggregate of the Term Loan Commitments and the Total Revolving Loan Commitments. 

" Superpriority Claim ": a claim against the Borrower or any of the Guarantors in any of the Cases which is an administrative expense claim with the priority authorized under Section 364(c)(1) of the Bankruptcy Code, with priority over any or all administrative expenses of the kind specified in Sections 503(b) or 507 of the Bankruptcy Code and over any or all other costs and expenses of the kind specified in, or ordered pursuant to, Sections 105, 326, 330, 331, 506(c) or 726 of the Bankruptcy Code. When used with reference to the claim of the Administrative Agent or the Lenders, in respect of the Obligations, the term Superpriority Claim shall mean a claim which has priority over all such costs and expenses. When used with reference to any other party, such party shall have a Superpriority Claim if its claim is an administrative expense claim having priority over any administrative expenses of the kind specified in Sections 503(b) or 507 of the Bankruptcy Code or any of such other costs and expenses.

" Supplemental DIP Credit Agreement ": the post petition financing currently provided pursuant to that Supplemental Post-Petition Credit Agreement dated as of December 15, 2003 among the Borrower, the financial institutions named therein as investors and DSC Chemicals, L.P. as agent (as the same has been amended, modified or supplemented prior to the date hereof

" Supplemental Letter ":  the Supplemental Letter date June 23, 2004 among the Borrower, Perry Principals Investments LLC, Citicorp North America, Inc. and Citigroup Global Markets Inc.

" Term Loan ":  as defined in Section 2.1.

" Term Loan Commitment ":  as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth under the heading "Term Loan Commitment" opposite such Lender's name on Schedule 1.1, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  The original aggregate amount of the Term Loan Commitments is $160,000,000.

" Term Loan Facility ":  the Term Loan Commitments and the Term Loans made thereunder.

" Term Loan Lender ":  each Lender that has a Term Loan Commitment or is the holder of a Term Loan.

" Term Loan Percentage ":  as to any Term Loan Lender at any time, the percentage which such Lender's Term Loan Commitment then constitutes of the aggregate Term Loan Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender's Term Loan then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).

" Term Note ":  as defined in Section 2.5.

 " Termination Date ":  the earliest to occur of (a) the effective date of a plan of reorganization in any of the Cases, or (b) December 31, 2004, provided that if an Approved Plan has been filed on the docket of the Bankruptcy Court at such date but has not been withdrawn, confirmed or become effective, the Borrower may (provided that no Default or Event of Default has occurred and is continuing) extend the December 31, 2004 date until March 31, 2005.  If the Borrower elects such extension, an extension fee of 1% of the aggregate outstanding Term Loans and Total Revolving Credit Commitment as of such date shall be payable on December 31, 2004, and provided further that if an Approved Plan is on file as of March 31, 2005 but has not been confirmed or become effective, the Borrower may (provided that no Default or Event of Default has occurred or is continuing) extend the March 31, 2005 date until June 30, 2005.  If the Borrower elects such an extension, an extension fee of 1% of the aggregate outstanding Term Loans and Total Revolving Credit Commitment as of such date shall be payable on March 31, 2005. 

 " Total Outstandings ":  at any time the aggregate principal amount of all Loans outstanding at such time.

" Total Revolving Credit Commitment ":  at any time the sum of the Revolving Credit Commitments of all Revolving Credit Lenders.

" Total Revolving Credit Outstandings ":  at any time the aggregate principal amount of all Revolving Credit Loans outstanding at such time.

" Transferee ":  the meaning set forth in Section 11.6(f).

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

" United States ":  the United States of America.

1.2.             Terms Generally .  The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  All references herein to Sections, Exhibits and Schedules shall be deemed references to Sections and subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require.  References to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time to the extent permitted herein.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however , that for purposes of determining compliance with any covenant set forth in Section 6, such terms shall be construed in accordance with GAAP as in effect on the date of this Agreement applied on a basis consistent with the application used in the Borrower's audited financial statements referred to in Section 5.1(a).

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

SECTION 2
AMOUNT AND TERMS OF COMMITMENT

2.1.             Term Loan Commitments . 

Subject to the terms and conditions hereof, the Term Loan Lenders severally and not jointly with the other Term Loan Lenders agree to make term loans (each, a " Term Loan " and collectively with the Revolving Credit Loans, the " Loans ") to the Borrower on the Closing Date in an amount for each Term Loan Lender not to exceed the amount of the Term Loan Commitment of such Lender.  The Term Loans of each Term Loan Lender shall mature and, unless earlier accelerated or payable in accordance with the terms of this Agreement or the Orders, shall be payable in full on the Termination Date.

2.2.             Procedure for Term Loan Borrowing . 

The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 12:00 P.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Loan Lenders make the Term Loans on the Closing Date.  Upon receipt of such Borrowing Notice, the Administrative Agent shall promptly notify each Term Loan Lender thereof.  Not later than 12:00 Noon, New York City time, on the Closing Date each Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender.  The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders, in like funds as received by the Administrative Agent.

2.3.             Revolving Credit Commitments .

Subject to the terms and conditions hereof, the Revolving Credit Lenders, severally and not jointly with the other Revolving Credit Lenders, agree to make revolving credit loans (each, a " Revolving Loan " and, collectively, the " Revolving Credit Loans ") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such Lender's Revolving Credit Commitment Percentage of the Borrowing Base, as at the date such Loan is to be made.  During the Revolving Credit Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof.

2.4.             Procedure for Revolving Credit Borrowing . 

The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York City time on the same Business Day of the requested Borrowing Date, specifying the amount to be borrowed, and the requested Borrowing Date.  Each Borrowing under the Revolving Credit Commitments shall be in an amount equal to $1,000,000 and additional increments of $100,000 (or, if the then Available Revolving Credit Commitments are less than $1,000,000, such lesser amount).  Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly (and in any event not later than 2:00 P.M., New York City time, on the date such notice is received), notify each Revolving Credit Lender thereof.  Each Revolving Credit Lender will make the amount of its Revolving Credit Commitment Percentage of each Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 3:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent.  Such Borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of the Funding Office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as received by the Administrative Agent.

2.5.             Repayment of Loans; Evidence of Debt .  (a)  The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of  the appropriate Revolving Credit Lender or Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 7) and (ii) the principal amount of each Term Loan of such Term Loan Lender on the Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 7).

(b)   Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)   The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 11.6(d), and shall record in the Register, with separate sub-accounts for each Lender, (i) the amount of each Loan made hereunder and any Note evidencing such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any payment received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.

(d)   The entries made in the Register and the accounts of each Lender maintained pursuant to Sections 2.5(b) and (c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

(e)   The Borrower agrees that, upon request by any Lender to the Administrative Agent notified to the Borrower, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the form of Exhibit A-1 and A-2, respectively (a " Term Note " or " Revolving Credit Note ", respectively and, collectively, a " Note ") with appropriate insertions as to date and principal amount; provided , that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.  Each Lender is hereby authorized to record the date and amount of each Loan made by such Lender and the date and amount of each payment or prepayment of principal thereof, on the schedule (or any continuation of the schedule) annexed to and constituting a part of each of its Notes, and any such recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower in accordance with the terms of this Agreement.

2.6.             Interest Rates and Payment Dates; Computation of Interest and Fees .  (a)  Each Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Base Rate plus the Applicable Margin.

(b)   Notwithstanding the foregoing, at any time after the occurrence and during the continuance of an Event of Default, the Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to paragraph (a) of this Section plus 2.00%.

(c)   Interest accruing pursuant to this Section 2.6(a) shall be payable in arrears on the first day of each calendar month for interest accrued in the previous month, the Termination Date and the date that the Loans become due and payable in accordance with Section 7 hereof; provided that interest accruing pursuant to paragraph (b) of this Section shall be payable from time to time on demand.

(d)   Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Citibank Base Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  Any change in the interest rate on a Loan resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrower of the effective date and the amount of each such change in interest rate.

(e)   Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate hereunder.

(f)   In addition to the interest otherwise provided for in paragraphs (a) and (b) of this Section, the Loans shall bear additional interest for each day on which they are outstanding at a rate per annum equal to 5.15%.  Accrued interest under this paragraph shall be payable in arrears on the earliest to occur of (i) the date the Loans become due and payable in accordance with Section 7 and (ii) the Termination Date.

2.7.             Optional Termination or Reduction of Revolving Credit Commitment .  Upon not less than three Business Days' prior written notice to the Administrative Agent, the Borrower may at any time, without premium or penalty, in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Credit Commitment; provided that no such termination or reduction of the Total Revolving Credit Commitment shall be permitted if, after giving effect thereto and to any prepayments of the Loans related to such Total Revolving Credit Commitment reduction, the Total Revolving Credit Outstandings at such time would exceed either (i) the Total Revolving Credit Commitment or (ii) the Borrowing Base.  Each such partial reduction of the Total Revolving Credit Commitment shall be in the principal amount of $1,000,000 or a whole multiple thereof.  Simultaneously with any termination or reduction of the Total Revolving Credit Commitment, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender the Commitment Fee accrued on the amount of the Revolving Credit Commitment of such Revolving Credit Lender so terminated or reduced through the date thereof.  Any reduction of the Total Revolving Credit Commitment pursuant to this Section 2.7 shall be applied pro rata in accordance with each Lender's Revolving Credit Commitment Percentage to reduce the Revolving Credit Commitment of each such Lender.

2.8.             Optional Prepayment of Loans .  The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, (except as otherwise noted herein) upon irrevocable notice to the Administrative Agent prior to 12:00 P.M., New York City time on the same Business Day, which notice shall specify the date and amount of prepayment.  Upon receipt of any such notice of prepayment the Administrative Agent shall notify each relevant Lender thereof on the date of receipt of such notice.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid.  Partial prepayments shall be in an aggregate principal amount of $500,000 or a whole multiple thereof.

2.9.             Mandatory Prepayment .  (a)  If on any date prior to the termination of the Revolving Credit Commitment, the Total Revolving Credit Outstandings as of such date exceed (i) the Total Revolving Credit Commitment or (ii) the Borrowing Base, the Borrower, without notice or demand, shall immediately apply an amount (without duplication) equal to any such excess to the prepayment in full of any outstanding Revolving Credit Loans.

(b)   In the event of any Disposition (whether voluntary or involuntary) outside the ordinary course of business of any Property of the Borrower or any of its Subsidiaries (including the Disposition of the Trinidad Interests or any part thereof) occurring prior to the Termination Date that results in Net Cash Proceeds in excess of $1,000,000 in the aggregate, (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or receipt of proceeds of such Disposition (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition, the Borrower shall deliver all of such Net Cash Proceeds in excess of $1,000,000 in the aggregate to the Administrative Agent for application to the then outstanding Loans.  Nothing herein contained shall impair or otherwise affect the prohibitions against the Disposition of Property contained herein and in the Loan Documents or any requirement that the Bankruptcy Court approve such Disposition. Any proceeds of a Disposition in this Section 2.9(b) designated to pay actual taxes payable and costs of such Disposition shall be held by the Administrative Agent in escrow until applied to such taxes and costs.

(c)   Prior to the earlier of the Termination Date or the date upon which the Loans hereunder become due and payable in accordance with Section 7, all proceeds of the Inventory and proceeds of the Receivables of the Borrower and the Guarantors and all Cash Collateral generated in the ordinary course of the Borrower's and the Guarantors' businesses (other than the amounts subject to Section 2.9(b) hereof) shall be deposited in the Collection Account and transferred on a daily basis to the Concentration Account and applied daily as follows: (i) first , to the payment of actual, necessary expenses of the type set forth in the Budget (subject to variations from the Budget permitted herein); (ii) second , to the costs, fees and expenses of the Administrative Agent (including without limitation the fees and expenses of its counsel and other professionals and previous employed or retained by the Administrative Agent) to the extent not contained in the Budget; (iii) third , to the repayment of all Revolving Loans hereunder until all Revolving Loans shall be fully paid; and (iv) fourth , to be held by the Administrative Agent in the Concentration Account until release or applied; and fifth , as the Orders shall provide it if then in effect and otherwise as shall be determined by the Bankruptcy Court.   The Administrative Agent shall make the application provided for by clauses (ii) and (iii) above once each Business Day automatically after 2:00 P.M. (New York City time) on such day.

(d)   Amounts to be applied in connection with prepayments made pursuant to paragraph (b) of this Section 2.9 shall be applied, first , to the prepayment of the Term Loans and, second , to reduce permanently the Total Revolving Credit Loans.

(e)   Any reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Credit Outstandings exceeds the amount of the Total Revolving Credit Commitments as so reduced.

2.10.          Pro Rata Treatment, Etc .   (a)  Each borrowing by the Borrower from the Lenders hereunder, all payments and prepayments of principal and interest in respect of the Loans (except as provided in Section 2.12) and all payments of Commitment Fees shall be made pro rata among the Lenders in accordance with their respective Revolving Credit Commitment Percentages or Term Loan Percentages, as the case may be, of the relevant Lenders. 

(b)   All payments by the Borrower hereunder and under the Notes shall be made in Dollars in immediately available funds at the Funding Office by 2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.  Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full.

(c)   Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the Federal Funds Effective Rate, for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender.

(d)   Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.11.          Requirements of Law .  (a)  If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case, made subsequent to the date hereof:

(i)                  shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes or Excluded Taxes covered by Section 2.12 and changes in the rate of tax on the overall net income of such Lender); or

(ii)                shall impose on such Lender any other condition;

and (A) the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, continuing or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, and (B) such Lender is generally charging such costs to other borrowers under debtor in possession financing facilities, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b)   If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and provided that such Lender is generally charging such costs to other borrowers under debtor in possession financing facilities, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c)   A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.  Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Lender's intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 days period shall be extended to include the period of such retroactive effect.  The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.12.          Taxes .  (a)  All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (" Non-Excluded Taxes ") or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payab