Common use of MAJOR EXPANSIONS Clause in Contracts

MAJOR EXPANSIONS. 6.01 Any Producer which intends to undertake a Major Expansion shall give a Notice of Expansion to Canpotex and contemporaneously to the other Producers to that effect, with such notice to be given in strict compliance with the timing provisions of section 1.01(z) and not to provide any further information than the fact that such Major Expansion is to commence, that such Producer believes it complies with the definitional requirements of Section1.01(s), and that such Notice is being given solely for purposes of invoking the provisions of this Article VI. 6.02 Following the delivery of a Notice of Expansion, the Producer undertaking such Major Expansion shall, as soon as reasonably practicable thereafter, supply the necessary Operating Results to the Canpotex Auditors to enable the Canpotex Auditors to verify the Pre-Expansion Audit Amount. 6.03 Following the delivery of a Notice of Expansion, the applicable Producer may, by notice to Canpotex and contemporaneously to the other Producers, at any time voluntarily revoke the Notice of Expansion. 6.04 Following completion of a Major Expansion, the applicable Producer shall, as soon as reasonably practicable thereafter, supply to the Canpotex Auditors: (a) the necessary Operating Results; and (b) the necessary Dedicated Capital Documentation; to enable the Canpotex Auditors to verify the Post-Expansion Audit Amount. 6.05 The Pre-Expansion Audit Amount verification and the Post-Expansion Audit Amount verification by the Canpotex Auditors shall be delivered to Canpotex and the Producers as soon as reasonably practicable after completion of each. 6.06 If, for the sole purpose of determining the Producer’s Basic Entitlement, the increase in the Producer’s Aggregate Productive Capacity and Individual Productive Capacity as a result of the Major Expansion has been verified by the Canpotex Auditors in compliance with this Article VI, and such verification by the Canpotex Auditors has been accepted in writing by all Producers, which acceptance shall not be unreasonably withheld, the Aggregate Productive Capacity of the applicable Producer shall thereafter be increased by the amount of the Productive Capacity Change and the Individual Productive Capacity of the applicable Mine shall be increased so that it equals the Post-Expansion Audit Amount for the applicable Mine. Such increases shall be effective from and after: (a) January 1 in the immediately following Fiscal Year, provided such Major Expansion has been fully completed and verified on or before December 31 in any year; or (b) July 1 in any Fiscal Year, provided such Major Expansion has been fully completed and verified on or before June 30 in such Fiscal Year. 6.07 If the Post-Expansion Audit Amount is greater than the Individual Productive Capacity of the Mine, but such expansion does not qualify as a Major Expansion, the Individual Productive Capacity of the Mine shall still be increased so that it equals the Post-Expansion Audit Amount for the applicable Mine, with such increase being effective at the time indicated in section 6.06 above. 6.08 If the Major Expansion relates to a Solution Mine, then the level of accumulated xxxxxxx Xxxxxx product (the “Measured Level of Product”) in all crystallization ponds of the Solution Mine shall be measured both within five Operating Days before and within five Operating Days after the demonstration period of 90 Operating Days used for purposes of calculating the applicable Post-Expansion Audit Amount. If the aggregate Measured Level of Product in the ponds is less following the demonstration period than it was prior to the demonstration period, then the Post-Expansion Audit Amount shall be reduced by an amount of Product Tonnes calculated pursuant to the following formula: R = A(B) Where: R equals the number of Product Tonnes by which the Post-Expansion Audit Amount shall be reduced; A equals the difference in the Measured Levels of Product, expressed in metric tonnes of crystal product; and B equals a conversion factor of 85%. 6.09 Notwithstanding any provision of this or any predecessor Producer Agreements to the contrary, the provisions set forth in this Article VI shall be effective with respect to any Major Expansion for which a Notice of Expansion has been given and neither revoked nor deemed revoked and for which a Post-Expansion Audit Amount has not been determined on or before the Effective Date, except that for all Major Expansions for which a Notice of Expansion has been given and neither revoked nor deemed revoked and for which a Post-Expansion Audit Amount has not been determined before the Effective Date, Dedicated Capital shall be not less than US$ 25,000,000. In addition, it is acknowledged and agreed that the Notice of Expansion given by Mosaic Potash Esterhazy Limited Partnership prior to the Effective Date in respect of its K3 mine project relates to a proposed Major Expansion of the Mosaic Esterhazy (K1 and K2)

MAJOR EXPANSIONS. 6.01 5.01 Any Producer which intends to undertake a Major Expansion shall give a Notice of Expansion to Canpotex and contemporaneously to the other Producers to that effect, with such notice to be given in strict compliance with the timing provisions of section 1.01(z) and not to provide any further information than the fact that such Major Expansion is to commence, that such Producer believes it complies with the definitional requirements of Section1.01(s), and that such Notice is being given solely for purposes of invoking the provisions of this Article VI. 6.02 5.02 Following the delivery of a Notice of Expansion, the Producer undertaking such Major Expansion shall, as soon as reasonably practicable thereafter, supply the necessary Operating Results to the Canpotex Auditors to enable the Canpotex Auditors to verify the Pre-Expansion Audit Amount. 6.03 5.03 Following the delivery of a Notice of Expansion, the applicable Producer may, by notice to Canpotex and contemporaneously to the other Producers, at any time voluntarily revoke the Notice of Expansion, and shall be deemed to have revoked the Notice of Expansion if the audit to determine the Post-Expansion Audit Amount has not been completed: (i) within forty-two (42) months following the date that the Notice of Expansion was delivered, in the case of a Mine other than a Solution Mine; and (ii) within forty-eight (48) months following the date that the Notice of Expansion was delivered, in the case of a Solution Mine; unless otherwise agreed to by all of the Producers. In the case of a voluntary revocation, the applicable Producer shall provide notice thereof to Canpotex and each of the other Producers. 6.04 5.04 Following completion of a Major Expansion, the applicable Producer shall, as soon as reasonably practicable thereafter, supply to the Canpotex Auditors: (a) the necessary Operating Results; and; (b) the necessary Dedicated Capital Documentation; and (c) the necessary Major Expansion Time Frame Documentation; to enable the Canpotex Auditors to verify the Post-Expansion Audit Amount. 6.05 5.05 The Pre-Expansion Audit Amount verification and the Post-Expansion Audit Amount verification by the Canpotex Auditors shall be delivered to Canpotex and the Producers as soon as reasonably practicable after completion of each. 6.06 If5.06 If a Major Expansion has been fully completed within the Expansion Time Frame and verified within the time period set forth in Section 5.03 hereof, in compliance with this Article 5 and provided that, for the sole purpose of determining the Producer’s Basic Entitlement, the increase in the Producer’s Aggregate Productive Capacity and Individual Productive Capacity as a result of the Major Expansion has been verified by received the Canpotex Auditors in compliance with this Article VI, and such verification by the Canpotex Auditors has been accepted consent in writing by of all Producers, which acceptance consent shall not be unreasonably withheld, each of the Aggregate Productive Capacity of the applicable Producer and the Individual Productive Capacity of the applicable Mine shall thereafter be increased by the amount of the Productive Capacity Change and the Individual Productive Capacity of the applicable Mine shall be increased so that it equals the Post-Expansion Audit Amount for the applicable Mine. Such increases shall be effective from and after: (a) January 1 in the immediately following Fiscal Yearfiscal year, provided such Major Expansion has been fully completed and verified on or before December 31 in any year; or (b) July 1 in any Fiscal Yearfiscal year, provided such Major Expansion has been fully completed and verified on or before June 30 in such Fiscal Yearfiscal year. 6.07 If the Post-Expansion Audit Amount is greater than the Individual Productive Capacity of the Mine, but such expansion does not qualify as a Major Expansion, the Individual Productive Capacity of the Mine shall still be increased so that it equals the Post-Expansion Audit Amount for the applicable Mine, with such increase being effective at the time indicated in section 6.06 above. 6.08 If the Major Expansion relates to 5.07 Any Producer who operates a Solution Mine, then the level of accumulated xxxxxxx Xxxxxx Mine will not accumulate cxxxxxx xxxxxx product (the “Measured Level of Product”) in all a crystallization pond or ponds of the Solution Mine shall be measured both within five Operating Days before and within five Operating Days after the demonstration period of 90 Operating Days used for purposes of calculating the applicable that would unduly influence a Post-Expansion Audit Amount. If the aggregate Measured Level of Product in the ponds is less following the demonstration period than it was prior to the demonstration period, then the Post-Expansion Audit Amount shall be reduced by an amount of Product Tonnes calculated pursuant to the following formula: R = A(B) Where: R equals the number of Product Tonnes by which the Post-Expansion Audit Amount shall be reduced; A equals the difference in the Measured Levels of Product, expressed in metric tonnes of crystal product; and B equals a conversion factor of 85%. 6.09 Notwithstanding any provision of this or any predecessor Producer Agreements to the contrary, the provisions set forth in this Article VI shall be effective with respect to any Major Expansion for which a Notice of Expansion has been given and neither revoked nor deemed revoked and for which a Post-Expansion Audit Amount has not been determined on or before the Effective Date, except that for all Major Expansions for which a Notice of Expansion has been given and neither revoked nor deemed revoked and for which a Post-Expansion Audit Amount has not been determined before the Effective Date, Dedicated Capital shall be not less than US$ 25,000,000. In addition, it is acknowledged and agreed that the Notice of Expansion given by Mosaic Potash Esterhazy Limited Partnership prior to the Effective Date in respect of its K3 mine project relates to a proposed Major Expansion of the Mosaic Esterhazy (K1 and K2)

MAJOR EXPANSIONS. 6.01 4.01 Any Producer which intends to undertake a Major Expansion shall give a Notice of Expansion to Canpotex and contemporaneously to the other Producers to that effect, with such notice to be given in strict compliance with the timing provisions of section 1.01(z) and not to provide any further information than the fact that such Major Expansion is to commence, that such Producer believes it complies with the definitional requirements of Section1.01(s), and that such Notice is being given solely for purposes of invoking the provisions of this Article VI. 6.02 4.02 Following the delivery of a Notice of Expansion, the Producer undertaking such Major Expansion shall, as soon as reasonably practicable thereafter, supply the necessary Operating Results to the Canpotex Auditors to enable the Canpotex Auditors to verify the Pre-Expansion Audit Amount. 6.03 4.03 Following the delivery of a Notice of Expansion, the applicable Producer may, by notice to Canpotex and contemporaneously to the other Producers, at any time voluntarily revoke the Notice of Expansion, and shall be deemed to have revoked the Notice of Expansion if the audit to determine the Post- Expansion Audit Amount has not been completed within five years following the date that the Notice of Expansion was delivered, unless otherwise agreed by all of the Producers, In the case of a voluntary revocation, the applicable Producer shall provide notice thereof to Canpotex and each of the other Producers. 6.04 4.04 If a Producer provides a Notice of Expansion with respect to a proposed Major Expansion equal to or greater than 400,000 Product Tonnes increase in annual productive capacity, then for purposes of this Amending Agreement such Producer shall be entitled to treat the overall Major Expansion as a series of smaller Major Expansions. In such case the Producer shall be entitled to complete a series of demonstration periods, as contemplated in paragraph 1.02(r) hereof, in order to provide a series of Post-Expansion Audit Amounts and thereby have its Aggregate Productive capacity increased in stages during the period in which the overall Major Expansion is being completed; provided that each such staged increase must be at least 200,000 Product Tonnes per annum. 6 If a Producer wishes to complete the overall Major Expansion in stages as contemplated above, it shall so indicate in its Notice of Expansion. The provisions of this Amending Agreement relating to Major Expansions shall apply to any such staged Major Expansions, mutatis mutandis. Any voluntary or deemed revocation of such a Notice of Expansion shall result in a revocation of the Notice of Expansion only as it relates to the stages of the Major Expansion for which a Post-Expansion Audit Amount has not been verified as at the date of such revocation. 4.05 Following completion of a Major Expansion, the applicable Producer shall, as soon as reasonably practicable thereafter, supply the necessary Operating Results to the Canpotex Auditors: (a) the necessary Operating Results; and (b) the necessary Dedicated Capital Documentation; Auditors to enable the Canpotex Auditors to verify the Post-Expansion Audit Amount. 6.05 4.06 The Pre-Expansion Audit Amount verification and the Post-Expansion Audit Amount verification by the Canpotex Auditors shall be delivered to Canpotex and the Producers as soon as reasonably practicable after completion of each. 6.06 If, for the sole purpose of determining the Producer’s Basic Entitlement, the increase in the Producer’s Aggregate Productive Capacity and Individual Productive Capacity as 4.07 If a result of the Major Expansion has been fully completed and verified by the Canpotex Auditors in compliance with this Article VI, and such verification by the Canpotex Auditors has been accepted in writing by all Producers, which acceptance shall not be unreasonably withheld4, the Aggregate Productive Capacity of the applicable Producer shall thereafter be increased by the amount of the Productive Capacity Change and the Individual Productive Capacity of the applicable Mine shall be increased so that it equals the Post-Expansion Audit Amount for the applicable Mine. Such increases shall be effective from and after: (a) January 1 in the immediately following Fiscal Yearfiscal year, provided such Major Expansion has been fully completed and verified on or before December 31 in any year; or (bc) July 1 in any Fiscal Yearfiscal year, provided such Major Expansion has been fully completed and verified on or before June 30 in such Fiscal Yearfiscal year. 6.07 If the Post-Expansion Audit Amount is greater than the Individual Productive Capacity of the Mine, but such expansion does not qualify as a Major Expansion, the Individual Productive Capacity of the Mine shall still be increased so that it equals the Post-Expansion Audit Amount for the applicable Mine, with such increase being effective at the time indicated in section 6.06 above. 6.08 If the Major Expansion relates to 4.08 Any Producer who operates a Solution Mine, then the level of accumulated xxxxxxx Xxxxxx product (the “Measured Level of Product”) Mine will not accumulate crysxxx xxxxxx xxxduct in all a crystallization pond or ponds of the Solution Mine shall be measured both within five Operating Days before and within five Operating Days after the demonstration period of 90 Operating Days used for purposes of calculating the applicable that would unduly influence a Post-Expansion Audit Amount. If the aggregate Measured Level of Product in the ponds is less following the demonstration period than it was prior to the demonstration period, then the Post-Expansion Audit Amount shall be reduced by an amount of Product Tonnes calculated pursuant to the following formula: R = A(B) Where: R equals the number of Product Tonnes by which the Post-Expansion Audit Amount shall be reduced; A equals the difference in the Measured Levels of Product, expressed in metric tonnes of crystal product; and B equals a conversion factor of 85%. 6.09 Notwithstanding any provision of this or any predecessor Producer Agreements to the contrary, the provisions set forth in this Article VI shall be effective with respect to any Major Expansion for which a Notice of Expansion has been given and neither revoked nor deemed revoked and for which a Post-Expansion Audit Amount has not been determined on or before the Effective Date, except that for all Major Expansions for which a Notice of Expansion has been given and neither revoked nor deemed revoked and for which a Post-Expansion Audit Amount has not been determined before the Effective Date, Dedicated Capital shall be not less than US$ 25,000,000. In addition, it is acknowledged and agreed that the Notice of Expansion given by Mosaic Potash Esterhazy Limited Partnership prior to the Effective Date in respect of its K3 mine project relates to a proposed Major Expansion of the Mosaic Esterhazy (K1 and K2)