AMENDING AGREEMENT (Syndicated Term Credit Facility)

Exhibit 4(b)

(Syndicated Term Credit Facility)

THIS AGREEMENT is made as of September 23, 2003

BETWEEN:


	POTASH CORPORATION OF SASKATCHEWAN INC.,
	a corporation subsisting under the laws of Canada
	(hereinafter referred to as the “Borrower”),

	OF THE FIRST PART,

	-and -

	THE FINANCIAL INSTITUTIONS SET FORTH ON SCHEDULE A
	HERETO AND ON THE SIGNATURE PAGES
	HEREOF UNDER THE HEADING “LENDERS:”
	(hereinafter referred to collectively as the “Lenders” and
	individually as a “Lender”),

	OF THE SECOND PART,

	-and -

	THE BANK OF NOVA SCOTIA,
	a Canadian chartered bank, as agent of the Lenders
	(hereinafter referred to as the “Agent”),

	OF THE THIRD PART.

WHEREAS the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

1. Interpretation

1.1. In this Agreement and the recitals hereto, unless something in the subject matter or context is inconsistent therewith:

“Agreement” means this agreement, as amended, modified, supplemented or restated from time to time.

“Credit Agreement” means the term credit agreement made as of September 25, 2001 between Borrower, the Lenders listed in Schedule A thereto and such other financial institutions as become party thereto as lenders, and the Agent.

1.2. Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Credit Agreement.

1.3. The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto.

1.4. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

2. Amendments and Supplements

2.1. Amendments to Applicable Margin. Section 1.01 of the Credit Agreement is hereby amended by deleting the existing definition of “Applicable Margin” in its entirety and substituting the following therefor:


	“Applicable Margin” means, at any time, the applicable rate per annum set forth in the table below for the applicable S & P rating and the applicable Utilization Rate:




S & P’s Corporate
Credit or Unsecured	Utilization Rate
Debt Rating of
Borrower	< 1/3	³ 1/3 and< 2/3	³ 2/3


A- or above	0.50% per annum	0.575% per annum	0.65% per annum

BBB+	0.65% per annum	0.725% per annum	0.80% per annum

BBB	0.85% per annum	0.925% per annum	1.00% per annum

BBB-	1.10% per annum	1.175% per annum	1.25% per annum

BB+ or below or unrated	1.60% per annum	1.675% per annum	1.75% per annum

2.2. Amendments to Standby Fee Rate. Section 1.01 of the Credit Agreement is hereby amended by deleting the existing definition of “Standby Fee Rate” in its entirety and substituting the following therefor:


	“Standby Fee Rate” means, at any time, the applicable rate per annum set forth in the table below opposite the applicable S & P rating:




S & P’s Corporate Credit or
Unsecured Debt Rating of
Borrower		Standby Fee Rate


A- or above		0.10% per annum

BBB+		0.125% per annum

BBB		0.15% per annum

BBB-		0.20% per annum

BB+ or below or unrated		0.30% per annum

2.3. Increase of Credit Facility. Section 2.01 of the Credit Agreement is hereby amended to delete the amount “U.S.$650,000,000” on third line thereof and to substitute therefor “U.S.$750,000,000”; for certainty, the parties hereto confirm and agree that the amount of the Credit Facility shall be and is hereby increased from U.S.$650,000,000 to U.S.$750,000,000.

2.4. Addition of New Lenders.


	(a)	*Addition of New Lenders.* The parties hereto confirm and agree that, from and after the date hereof, each of BNP Paribas (Canada), HSBC Bank Canada, Rabobank Nederland, Canadian Branch and Société Générale (Canada) (collectively, the “New Lenders” and, individually, a “New Lender”) shall be a Lender for all purposes of the Credit Agreement and other Loan Documents having the Individual Commitment set forth opposite its name on Schedule A hereto and all references herein or therein to “Lenders” or “a Lender” shall be deemed to include each of the New Lenders.


	(b)	*Novation of New Lenders.* Each of the New Lenders hereby agrees that it will be bound by the Credit Agreement and the other Loan Documents as a Lender to the extent of its Individual Commitment as fully as if it had been an original party to the Credit Agreement.

	(c)	*Notices.* The parties hereto hereby confirm and agree that, from and after the date hereof, any demand, notice or communication to be given to a New Lender, as a Lender, in accordance with the provisions of the Credit Agreement shall be made or given to such New Lender at the address set out in Schedule A to the Credit Agreement, as amended hereby.

	(d)	*The Agent.* Without in any way limiting the other provisions hereof, each New Lender irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the provisions of the Credit Agreement.

	(e)	*Independent Credit Decision.* Each New Lender acknowledges to the Agent that such New Lender has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and its Subsidiaries, all of the matters and transactions contemplated herein and in the Credit Agreement and other Loan Documents and all other matters incidental to the Credit Agreement and the other Loan Documents. Each New Lender confirms with the Agent that it does not rely, and it will not hereafter rely, on the Agent:


	(i)	to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower, its Subsidiaries or any other person under or in connection with the Credit Agreement and other Loan Documents or the transactions therein contemplated (whether or not such information has been or is hereafter distributed to it by the Agent); or

	(ii)	to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower and its Subsidiaries.

Each New Lender acknowledges to the Agent that a copy of the Credit Agreement (including a copy of the Schedules annexed thereto) has been made available to it for review and further acknowledges and agrees that it has received copies of such other Loan Documents and such other information that it has requested for the purposes of its investigation and analysis of all matters related to this Agreement, the Credit Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. Each New Lender acknowledges to the Agent that it is satisfied with the form and substance of the Credit Agreement (as amended and supplemented hereby) and the other Loan Documents.

2.5. New Schedule A; Revised Commitments. Schedule A to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto, inter alia, to reflect changes in the Individual Commitments of Lenders and the addition of the New Lenders.

2.6. Extension of Conversion Date. The Conversion Date is hereby extended to September 21, 2004 pursuant to Section 1.13 of the Credit Agreement with respect to each Lender.

2.7. Addition of Affirmative Covenant. Section 11.01 of the Credit Agreement is hereby amended to add the following new covenant as Section 11.01(n):


	“(n)	Ranking of Obligations. The Borrower shall at all times ensure that the Obligations and the obligations of the Guarantor under the Guarantee rank at least pari passu in right of payment with the most senior unsecured, unsubordinated Debt thereof.”

3. Representations and Warranties

The Borrower hereby represents and warrants as follows to each Lender and the Agent and acknowledges and confirms that each Lender and the Agent is relying upon such representations and warranties:


	(a)	*Capacity, Power and Authority*


	(i)	It is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all the requisite corporate capacity, power and authority to carry on its business as presently conducted and to own its property; and

	(ii)	It has the requisite corporate capacity, power and authority to execute and deliver this Agreement.


	(b)	*Authorization; Enforceability*

It has taken or caused to be taken all necessary action to authorize, and has duly executed and delivered, this Agreement, and this Agreement is a legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, winding up, insolvency, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and to the equitable and statutory powers of the courts having jurisdiction with respect thereto.


	(c)	*Compliance with Other Instruments*

The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated herein do not conflict with, result in any breach or violation of, or constitute a default under the terms, conditions or provisions of its articles, by-laws or other constating documents or any unanimous shareholder agreement relating to, the Borrower or of any law, regulation, judgment, decree or order binding on or applicable to the Borrower or to which its property is subject or of any material agreement, lease, licence, permit or other instrument to which the Borrower or any of its Subsidiaries is a party or is otherwise bound or by which any of them benefits or to which any of their property is subject and do not require the consent or approval of any Official Body or any other party.

The representations and warranties set out in this Agreement shall survive the execution and delivery of this Agreement and the making of each Accommodation, notwithstanding any investigations or examinations which may be made by or on behalf of the Agent, the Lenders or Lenders’ counsel. Such representations and warranties shall survive until the Credit Agreement has been terminated.

4. Conditions Precedent

The amendments and supplements to the Credit Agreement contained herein shall be effective upon, and shall be subject to, the satisfaction of the following conditions precedent:


	(a)	the Borrower shall have paid to the Agent, for each Lender, a fee in United States dollars equal to 0.05% of the Individual Commitment of each Lender;

	(b)	the Guarantor shall have executed and delivered to the Agent on behalf of the Lenders a confirmation with respect to its Guarantee in the form attached hereto;

	(c)	the Borrower and the Guarantor shall have each delivered to the Agent (i) a current certificate of status or good standing, as the case may be, in respect of its respective jurisdiction of incorporation, (ii) certified copies (dated on or after the date hereof) of its articles, by-laws and other constating documents and of its resolutions authorizing the execution and delivery of the Loan Documents to which it is a party, including, without limitation, this Agreement or the aforementioned confirmation, as the case may be, and (iii) a certificate of incumbency of the officers of the Borrower and the Guarantor executing the same; and


	(d)	the Agent and the Lenders shall have received legal opinions from internal or external counsel to each of the Borrower and the Guarantor respecting this Agreement, the confirmation of the Guarantee and the transactions contemplated hereby, each such opinion to be in form and substance satisfactory to the Agent and Lenders’ counsel (acting reasonably).

The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).

5. Confirmation of Credit Agreement and other Loan Documents

The Credit Agreement and the other Loan Documents to which the Borrower is a party and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Agreement, shall be and continue to be in full force and effect and the Credit Agreement as amended and supplemented by this Agreement and each of the other Loan Documents to which the Borrower is a party is hereby ratified and confirmed and shall from and after the date hereof continue in full force and effect as herein amended and supplemented, with such amendments and supplements being effective from and as of the date hereof upon satisfaction of the conditions precedent set forth in Section 4 hereof.

6. Further Assurances

The parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are required in order to effect the full intent of and fully perform and carry out the terms of this Agreement.

7. Enurement

This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

8. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Such executed counterparts may be delivered by facsimile transmission and, when so delivered, shall constitute a binding agreement of the parties hereto.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.


	POTASH CORPORATION OF
	SASKATCHEWAN INC.


	By:	/s/ XXXXX XXXXXXXX



	Name: Xxxxx Xxxxxxxx


	Title:	Sr. V.P., Treasurer & CFO


	By:	/s/ XXXXX-XXX XXXXXX



	Name: Xxxxx-Xxx Xxxxxx


	Title:	Sr. V.P., Corporate Relations


	LENDERS:

	THE BANK OF NOVA SCOTIA


	By:	/s/ XXXX CEBRYK



	Name: Xxxx Cebryk


	Title:	Director


	By	/s/ XXXXXX WASYLYNIUK



	Name: Xxxxxx Wasylyniuk


	Title:	Associate


	ROYAL BANK OF CANADA


	By:	/s/ PASCAL MUZARD



	Name: Pascal Muzard


	Title:	Attorney-in-fact


	By:



	Name:
	Title:

	CREDIT SUISSE FIRST BOSTON,
	TORONTO BRANCH


	By:	/s/ XXXXX XXXXXX



	Name: Xxxxx Xxxxxx


	Title:	Director


	By:	/s/ XXXXX XXXXXXX



	Name: Xxxxx Xxxxxxx


	Title:	Vice President


	XXXX XX XXXXXXX, X.X., XXXXXX BRANCH


	By:	/s/ XXXXXX XXX



	Name: Xxxxxx Xxx


	Title:	Vice President


	By:



	Name:
	Title:

	COMERICA BANK, CANADA BRANCH


	By:	/s/ XXXX X. XXXXXX



	Name: Xxxx X. Xxxxxx


	Title:	Assistant Vice President


	By:



	Name:
	Title:

	EXPORT DEVELOPMENT CANADA


	By:	/s/ XXX X’XXXXXX



	Name: Xxx X’Xxxxxx


	Title:	Loan Asset Manager


	By:	/s/ XXXX XX XXXX



	Name: Xxxx Xx Xxxx


	Title:	Loan Portfolio Manager


	BANK OF MONTREAL


	By:	/s/ X. XXXXXX



	Name: X. Xxxxxx


	Title:	Vice President


	By:



	Name:
	Title:

	BANK OF TOKYO-MITSUBISHI (CANADA)


	By:	/s/ XXXXX X. XXXXXXX



	Name: Xxxxx X. Xxxxxxx


	Title:	Vice President


	By:



	Name:
	Title:

	BNP PARIBAS (CANADA)


	By:	/s/ XXXXXXX XXXXXXX



	Name: Xxxxxxx Xxxxxxx


	Title:	Vice President Energy & Project Finance


	By:	/s/ XXXXXX XXXXXXX



	Name: Xxxxxx Xxxxxxx


	Title:	Assistant Vice President, Corporate Banking


	HSBC BANK CANADA


	By:	/s/ XXXXX XXXXXXXXXX



	Name: Xxxxx Xxxxxxxxxx


	Title:	Head of Corporate & Institutional Banking Western Region


	By:	/s/ XXXX XXXXXXXX



	Name: Xxxx Xxxxxxxx


	Title:	Manager Commercial Banking


	RABOBANK NEDERLAND,
	CANADIAN BRANCH


	By:	/s/ XXXXXX VERSTRALEN



	Name: Xxxxxx Verstralen


	Title:	General Manager Principal Officer


	By:	/s/ XXXXXX CHEWPA



	Name: Xxxxxx Chewpa


	Title:	VP — Relationship Manager


	SOCIÉTÉ GÉNÉRALE (CANADA)


	By:	/s/ X. XXXXXXXX



	Name: X. Xxxxxxxx


	Title:	Managing Director


	By:	/s/ X. XXXXX



	Name: X. Xxxxx


	Title:	Director


	AGENT:

	THE BANK OF NOVA SCOTIA, in its capacity as Agent


	By:	/s/ XXXX CEBRYK



	Name: Xxxx Cebryk


	Title:	Director

Schedule A

Individual Commitments



Name and Address of Lender		Individual Commitment

The Bank of Nova Scotia		U.S.$130,000,000
Corporate Banking Xxxxx 0000, 000 – 0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx X0X 0X0

Attention:	Director
Facsimile:	(000) 000-0000

Royal Bank of Canada		U.S.$125,000,000
0xx Xxxxx, Xxxxx Xxxxx Xxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0

Attention:	Xxxxx Xxxxxxx
Facsimile:	(000) 000-0000

Credit Suisse First Xxxxxx, Xxxxxxx Branch		U.S.$100,000,000
0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000 P.O. Box 301 Toronto, Ontario M5X 1C9

Attention:	Xxxxx Xxxxxx
Facsimile:	(000) 000-0000

Bank of America, N.A., Canada Branch		U.S.$60,000,000
Consumer Products Group — Portfolio Management 000 X. Xx Xxxxx Xxxxxx XX 000-00-00 Xxxxxxx, Xxxxxxxx 00000

Attention:	Xxxxxxx Xxxx
Facsimile:	(000) 000-0000

Comerica Bank, Canada Branch		U.S.$35,000,000
Xxxxx 0000, Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx 000 Xxx Xxxxxx X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0

Attention:	Xxxx X. Xxxxxx
Facsimile:	(000) 000-0000



Name and Address of Lender		Individual Commitment

Export Development Canada		U.S.$50,000,000
000 X’Xxxxxx Xxxxxx Xxxxxx, Xxxxxxx X0X 0X0

Attention:	Xxxx Xxxxxxx
Facsimile:	(000) 000-0000

Bank of Montreal		U.S.$50,000,000
0xx Xxxxx 0 Xxxxx Xxxxxxxx Xxxxx P.O. Box 150 Toronto, Ontario M5X 1H3

Attention:	Xxxxxx Xxxxxx
Facsimile:	(000) 000-0000

Bank of Tokyo-Mitsubishi (Canada)		U.S.$25,000,000
Vancouver Office 950 – 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

Attention:	Xxxxx X. Xxxxxxx, Vice President Corporate Banking Group
Facsimile:	(000) 000-0000

BNP Paribas (Canada)		U.S.$25,000,000
00 Xxxx Xxxxxx Xxxx Xxxxx 0000, Xxxxx Trust Tower Toronto, Ontario M5K 1N8

Attention:	Xxxxxxx Xxxxxxx, Vice President
Facsimile:	(000) 000-0000

HSBC Bank Canada		U.S.$50,000,000
2210, 000 – 0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx X0X 0X0

Attention:	Xxxxx Xxxxxxxxxx Head of Corporate & Institutional Banking, Western Region
Facsimile:	(000) 000-0000



Name and Address of Lender		Individual Commitment

Rabobank Nederland, Canadian Branch		U.S.$50,000,000
00 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Royal Trust Tower, TD Centre X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0

Attention:	Xxxxxx Chewpa, Vice President and Relationship Manager
Facsimile:	(000) 000-0000

Société Générale (Canada)		U.S.$50,000,000
000 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0

Attention:	Xxxxx Xxxxxxxx, Managing Director
Facsimile:	(000) 000-0000

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AMENDING AGREEMENT (Syndicated Term Credit Facility)

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