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EXHIBIT 1(b)
TERMS AGREEMENT
Xxxxx Xxxxxx Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
X.X. Xxxxxx Securities Inc.
As Underwriters,
c/o Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 11, 1997
Ladies and Gentlemen:
Potash Corporation of Saskatchewan Inc., a Saskatchewan corporation
(the "Company"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated June 11, 1997 (the "Underwriting
Agreement"), to issue and sell to you, the Underwriters named in Schedule I
hereto (the "Underwriters"), the Securities specified in Schedule II hereto (the
"Purchased Securities"), and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the time and place and at the purchase
price to the Underwriters set forth in said Schedule II, the principal amount of
Purchased Securities set forth opposite the name of such Underwriter in said
Schedule I. Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Terms Agreement,
except that each representation and warranty which refers to the Prospectus in
Section 2 of the Underwriting Agreement shall be deemed to be a representation
or warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Terms Agreement in relation to the Prospectus as amended or
supplemented relating to the Purchased Securities which are the subject of this
Terms Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
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If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
POTASH CORPORATION OF SASKATCHEWAN INC.
By /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxx
By /s/ Xxxxx Xxxxxxxxx
----------------------------------
Xxxxx Xxxxxxxxx
Confirmed as of the date first
above mentioned
Xxxxx Xxxxxx Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
X.X. Xxxxxx Securities Inc.
As Underwriters
By Xxxxx Xxxxxx Inc.
By /s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx
Authorized Officer
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SCHEDULE I
Principal
Amount of
Purchased
Securities
to be
Underwriter Purchased
----------- ---------
Xxxxx Xxxxxx Inc. $100,000,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation 100,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 100,000,000
X.X. Xxxxxx Securities Inc. 100,000,000
-----------
Total $400,000,000
============
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SCHEDULE II
TITLE OF PURCHASED SECURITIES:
7-1/8% Notes due June 15, 2007
AGGREGATE PRINCIPAL AMOUNT:
$400,000,000
PRICE TO PUBLIC AND PURCHASE PRICE BY UNDERWRITERS:
99.332% of the principal amount of the Purchased Securities, plus
accrued interest, if any, from June 16, 1997
UNDERWRITING COMMISSION:
0.65% of the principal amount of the Purchased Securities
FORM OF PURCHASED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Underwriters at
least twenty-four hours prior to the Closing Date at the office of DTC
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Same day funds, to be paid by wire transfer, net of Underwriting
commission
CLOSING DATE:
11:00 a.m. (New York City time), June 16, 1997
INDENTURE:
Indenture dated June 16, 1997, between the Company and The Bank of Nova
Scotia Trust Company of New York, as Trustee
MATURITY:
June 15, 2007
INTEREST RATE:
7-1/8% per annum
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INTEREST PAYMENT DATES:
June 15 and December 15, commencing December 15, 1997
RECORD DATES:
June 1 and December 1 of each year
DEFEASANCE PROVISIONS:
As set forth in Article Four and Article Fourteen of the Indenture
CLOSING LOCATION FOR DELIVERY OF PURCHASED SECURITIES:
New York, New York
CLOSING LOCATION:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Xxxxx Xxxxxx Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
X.X. Xxxxxx Securities Inc.
Address for Notices, etc.: Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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SCHEDULE III
PCS Phosphate Company, Inc. (Delaware)
PCS Nitrogen, Inc. (Delaware)
White Springs Agricultural Chemicals, Inc. (Delaware)
PCS Sales (USA), Inc. (Delaware)
PCS L.P., Inc. (Delaware)
PCS Nitrogen Fertilizer, L.P. (Delaware)
Potash Holding Co., Inc. (Delaware)
Phosphate Holding Co., Inc. (Delaware)
PCS Finance LLC
PCS Sales (Canada) Inc. (Saskatchewan)
609430 Saskatchewan Ltd. (Saskatchewan)
