Exhibit 4(n)
 U.S. $1,500,000,000 REVOLVING TERM CREDIT FACILITY
 AMENDED AND RESTATED CREDIT AGREEMENT
 BETWEEN
 POTASH CORPORATION OF SASKATCHEWAN INC.
as Borrower
 AND
 THE BANK OF NOVA SCOTIA,
ROYAL BANK OF CANADA,
BANK OF MONTREAL,
HSBC BANK CANADA,
BANK OF AMERICA, N.A., CANADA BRANCH,
CANADIAN IMPERIAL BANK OF COMMERCE,
EXPORT DEVELOPMENT CANADA
and such other persons as become parties hereto
as Lenders
 AND
 THE BANK OF NOVA SCOTIA
as Agent of the Lenders
 MADE AS OF MAY 29, 2008
AND AMENDED AND RESTATED AS OF JANUARY 21, 2009




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##### 



TABLE OF CONTENTS
 ARTICLE 1 INTERPRETATION
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    Headings; Articles and Sections
    
    
    191.3
    
    Number; persons; including; successors
    
    
    191.4
    
    Accounting Principles
    
    
    201.5
    
    References to Agreements and Enactments
    
    
    201.6
    
    Per Annum Calculations
    
    
    201.7
    
    Schedules
    
    
    201.8
    
    Amendment and Restatement
    
    
    20ARTICLE 2 THE CREDIT FACILITY
    
    
    212.1
    
    The Credit Facility
    
    
    212.2
    
    Types of Availments
    
    
    212.3
    
    Purpose
    
    
    212.4
    
    Availability and Nature of the Credit Facility
    
    
    212.5
    
    Minimum Drawdowns
    
    
    222.6
    
    Libor Loan Availability
    
    
    222.7
    
    Notice Periods for Drawdowns, Conversions and Rollovers
    
    
    222.8
    
    Conversion Option
    
    
    222.9
    
    Libor Loan Rollovers; Selection of Libor Interest Periods
    
    
    232.10
    
    Rollovers and Conversions not Repayments
    
    
    232.11
    
    Agents Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and Libor Loans
    
    
    232.12
    
    Lenders and Agents Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and Libor Loans
    
    
    232.13
    
    Irrevocability
    
    
    232.14
    
    Optional Cancellation or Reduction of the Credit Facility
    
    
    242.15
    
    Optional Repayment; Additional Repayment Terms
    
    
    242.16
    
    Mandatory Repayment of Credit Facility
    
    
    252.17
    
    Currency Excess
    
    
    252.18
    
    Permitted Increase in Credit Facility
    
    
    262.19
    
    Hostile Acquisitions
    
    
    27ARTICLE 3 CONDITIONS PRECEDENT TO DRAWDOWNS
    
    
    283.1
    
    Conditions for Drawdowns
    
    
    283.2
    
    Additional Conditions for Amendment and Restatement
    
    
    283.3
    
    Waiver
    
    
    28ARTICLE 4 EVIDENCE OF DRAWDOWNS
    
    
    294.1
    
    Account of Record
    
    
    29ARTICLE 5 PAYMENTS OF INTEREST AND FEES
    
    
    295.1
    
    Interest on Canadian Prime Rate Loans
    
    
    295.2
    
    Interest on U.S. Base Rate Loans
    
    
    295.3
    
    Interest on Libor Loans
    
    
    295.4
    
    Interest Act(Canada)
    
    
    305.5
    
    Nominal Rates; No Deemed Reinvestment
    
    
    305.6
    
    Standby Fees
    
    
    305.7
    
    Agents Fees
    
    
    30




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##### 



-ii- 5.8
    
    Interest on Overdue Amounts
    
    
    305.9
    
    Waiver
    
    
    315.10
    
    Maximum Rate Permitted by Law
    
    
    31ARTICLE 6 BANKERS ACCEPTANCES
    
    
    316.1
    
    Bankers Acceptances
    
    
    316.2
    
    Acceptance Fees
    
    
    316.3
    
    Form and Execution of Bankers Acceptances
    
    
    316.4
    
    Power of Attorney; Provision of Bankers Acceptances to Lenders
    
    
    326.5
    
    Mechanics of Issuance
    
    
    346.6
    
    Rollover, Conversion or Payment on Maturity
    
    
    346.7
    
    Restriction on Rollovers and Conversions
    
    
    356.8
    
    Rollovers
    
    
    356.9
    
    Conversion into Bankers Acceptances
    
    
    356.10
    
    Conversion from Bankers Acceptances
    
    
    356.11
    
    BA Equivalent Advances
    
    
    356.12
    
    Termination of Bankers Acceptances
    
    
    36ARTICLE 7 PLACE AND APPLICATION OF PAYMENTS
    
    
    367.1
    
    Place of Payment of Principal, Interest and Fees; Payments to Agent
    
    
    367.2
    
    Designated Accounts of the Lenders
    
    
    367.3
    
    Funds
    
    
    367.4
    
    Application of Payments
    
    
    377.5
    
    Payments Clear of Taxes
    
    
    377.6
    
    Set Off
    
    
    387.7
    
    Margin Changes; Adjustments for Margin Changes; Notice of Rating Changes
    
    
    38ARTICLE 8 REPRESENTATIONS AND WARRANTIES
    
    
    398.1
    
    Representations and Warranties
    
    
    398.2
    
    Deemed Repetition
    
    
    418.3
    
    Effective Time of Repetition
    
    
    428.4
    
    Nature of Representations and Warranties
    
    
    42ARTICLE 9 GENERAL COVENANTS
    
    
    429.1
    
    Affirmative Covenants of the Borrower
    
    
    429.2
    
    Negative Covenants of the Borrower
    
    
    459.3
    
    Agent May Perform Covenants
    
    
    46ARTICLE 10 EVENTS OF DEFAULT AND ACCELERATION
    
    
    4610.1
    
    Events of Default
    
    
    4610.2
    
    Acceleration
    
    
    4810.3
    
    Conversion on Default
    
    
    4910.4
    
    Remedies Cumulative and Waivers
    
    
    4910.5
    
    Termination of Lenders Obligations
    
    
    49ARTICLE 11 CHANGE OF CIRCUMSTANCES
    
    
    5011.1
    
    Market Disruption Respecting Libor Loans
    
    
    5011.2
    
    Market Disruption Respecting Bankers Acceptances
    
    
    5011.3
    
    Change in Law
    
    
    5111.4
    
    Prepayment of Portion
    
    
    5211.5
    
    Illegality
    
    
    53ARTICLE 12 COSTS, EXPENSES AND INDEMNIFICATION
    
    
    5312.1
    
    Costs and Expenses
    
    
    53




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##### 



-iii- 12.2
    
    General Indemnity
    
    
    5412.3
    
    Judgment Currency
    
    
    5512.4
    
    Limits on Liability of Indemnified Parties
    
    
    55ARTICLE 13 THE AGENT AND ADMINISTRATION OF THE CREDIT FACILITY
    
    
    5613.1
    
    Authorization and Action
    
    
    5613.2
    
    Procedure for Making Loans
    
    
    5613.3
    
    Remittance of Payments
    
    
    5713.4
    
    Redistribution of Payment
    
    
    5713.5
    
    Duties and Obligations
    
    
    5813.6
    
    Prompt Notice to the Lenders
    
    
    5913.7
    
    Agents and Lenders Authorities
    
    
    5913.8
    
    Lender Credit Decision
    
    
    6013.9
    
    Indemnification of Agent
    
    
    6013.10
    
    Successor Agent
    
    
    6013.11
    
    Taking and Enforcement of Remedies
    
    
    6113.12
    
    Reliance Upon Agent
    
    
    6113.13
    
    No Liability of Agent
    
    
    6213.14
    
    The Agent and Defaulting Lenders
    
    
    6213.15
    
    Article for Benefit of Agent and Lenders
    
    
    63ARTICLE 14 GENERAL
    
    
    6314.1
    
    Exchange and Confidentiality of Information
    
    
    6314.2
    
    Nature of Obligation under this Agreement; Defaulting Lenders
    
    
    6414.3
    
    Notices
    
    
    6514.4
    
    Governing Law
    
    
    6514.5
    
    Benefit of the Agreement
    
    
    6614.6
    
    Assignment
    
    
    6614.7
    
    Participations
    
    
    6614.8
    
    Severability
    
    
    6614.9
    
    Whole Agreement
    
    
    6614.10
    
    Amendments and Waivers
    
    
    6614.11
    
    Further Assurances
    
    
    6714.12
    
    Attornment
    
    
    6714.13
    
    Time of the Essence
    
    
    6714.14
    
    Credit Agreement Governs
    
    
    6714.15
    
    Counterparts
    
    
    68




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##### 



AMENDED AND RESTATED CREDIT AGREEMENT
   POTASH CORPORATION OF SASKATCHEWAN INC. Borrower
   THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA BANK OF MONTREAL, HSBC
BANK CANADA, BANK OF AMERICA, N.A., CANADA BRANCH, CANADIAN IMPERIAL
BANK OF COMMERCE EXPORT DEVELOPMENT CANADA, Lenders Lender
   THE BANK OF NOVA SCOTIA Agent
  Existing Credit Agreement




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##### 



-2- ARTICLE 1
INTERPRETATION
 1.1 Definitions
  Additional Compensation
 Advance
 Affected Loan
 Affiliate
 Agency Fee Agreement
 Agents Accounts
 (a)
    
    for Canadian Dollars:The Bank of Nova Scotia
Wholesale Banking Operations
720 King Street West, 3rd Floor
Toronto, ON M5V 2T3
SWIFT: NOSCCATT
Cdn. $ Account No.: 52712-23902-64
ATTN: WBO, Loan Administration and Agency Services
REF: Potash Corporation of Saskatchewan Inc.; and(b)
    
    for United States Dollars:The Bank of Nova Scotia New York Agency
1 Liberty Plaza, Floors 22-26
New York, N.Y. 10006
FED FUNDS ABA #02600253-2
SWIFT: NOSCUS33
FOR CREDIT: BNS Wholesale Banking Operations, Toronto, Ontario
U.S. $ Account No.: 6027-36
ATTN: WBO, Loan Administration and Agency Services
REF: Potash Corporation of Saskatchewan Inc.,




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##### 



-3- Agreement
 Applicable Laws applicable laws
 (a)
    
    all applicable provisions of laws, statutes, rules and regulations from time to
time in effect of any Governmental Authority; and(b)
    
    all Governmental Authorizations to which the person is a party or by which it
or its property is bound or having application to the transaction or event.
 Applicable Pricing Rate
 Margin on LiborMargin on Canadian
    
    Loans andPrime Rate Loans
    
    Acceptance Fees forand U.S. Base Rate
    
    Bankers
    
    Standby Fee onS&P Rating
    
    Loans
    
    Acceptances
    
    Credit FacilityA- or above
    
    2.00% per annum
    
    3.00% per annum
    
    0.65% per annumBBB+
    
    2.25% per annum
    
    3.25% per annum
    
    0.70% per annumBBB
    
    2.50% per annum
    
    3.50% per annum
    
    0.80% per annumBBB-
    
    3.00% per annum
    
    4.00% per annum
    
    0.90% per annumBB+ or below or if
not rated by S&P
    
    3.50% per annum
    
    4.50% per annum
    
    1.00% per annum
  (a)
    
    the above ratings refer to the rating classifications of S&P on the date hereof
and shall be deemed to refer to the then equivalent rating classifications of such
rating agency in the event of any subsequent changes to such classifications;(b)
    
    the above rates per annum applicable to Libor Loans are expressed on the basis
of a year of 360 days and the above rates per annum applicable to other Loans are
expressed on the basis of a year of 365 days;(c)
    
    changes in Applicable Pricing Rate shall be effective in accordance with
Section 7.7; and(d)
    
    the above changes in Applicable Pricing Rate shall apply, as at the effective
dates of such changes, to Libor Loans outstanding on such dates, but only for those
portions of applicable Interest Periods falling within those times during which the
changes in Applicable Pricing Rate are effective, as provided above.
 Assignment Agreement
 BA Discount Rate




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##### 



-4- (a)
    
    in relation to a Bankers Acceptance accepted by a Schedule I Lender, the CDOR
Rate;(b)
    
    in relation to a Bankers Acceptance accepted by a Schedule II Lender or
Schedule III Lender, the lesser of:
 (i)
    
    the Discount Rate then applicable to bankers acceptances having
identical issue and comparable maturity dates as such Bankers Acceptances,
accepted by such Schedule II Lender or Schedule III Lender; and(ii)
    
    the CDOR Rate plus 0.20% per annum,
  (c)
    
    in relation to a BA Equivalent Advance:
 (i)
    
    made by a Schedule I Lender, the CDOR Rate;(ii)
    
    made by a Schedule II Lender or Schedule III Lender, the rate
determined in accordance with subparagraph (b) of this definition; and(iii)
    
    made by any other Lender, the CDOR Rate plus 0.20% per annum.
 BA Equivalent Advance
 Bankers Acceptance
 Banking Day
 Canadian Dollars Cdn. $
 Canadian Prime Rate
 (a)
    
    the rate of interest per annum established from time to time by the Agent as
the reference rate of interest for the determination of interest rates that the Agent
will charge to customers of varying degrees of creditworthiness in Canada for Canadian
Dollar demand loans in Canada; and(b)
    
    the rate of interest per annum equal to the average annual yield rate for one
month Canadian Dollar bankers acceptances (expressed for such purpose as a yearly rate
per annum in accordance with Section 5.4) which rate is shown on the display referred
to as the CDOR Page (or any display substituted therefor) of Reuters Limited (or any
successor thereto or Affiliate thereof) at 10:00 a.m. (Toronto time) on such day or, if
such day is not a Banking Day, on the immediately preceding Banking Day, plus 1.00% per
annum,




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##### 



-5- Canadian Prime Rate Loan
 Capital
 (a)
    
    Debt at such time; and(b)
    
    Equity at such time.
 Cash Equivalents
 CDOR Rate
 clearing house
 Code Internal Revenue Code
 Commitment
 Companies
 Compliance Certificate
 Conflicted Lender
 Conversion




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##### 



-6- Conversion Date
 Conversion Notice
 Credit Facility
 Currency Excess
 Currency Excess Deficiency
 DBNA
 Debt
 (a)
    
    the aggregate of the amounts which would, in accordance with GAAP, be
classified on the consolidated balance sheet of the Borrower at such time as
indebtedness for borrowed money of the Borrower and as capital leases of the Borrower
(but specifically excluding Subordinated Debt); and(b)
    
    the aggregate indebtedness for borrowed money of entities other than the
Companies to the extent guaranteed by any of the Companies at such time.
 Debt Rating
 Default
 Defaulting Lender
 (a)
    
    that has failed to fund any payment or its portion of any Loans required to be
made by it hereunder or to purchase any participation required to be purchased by it
hereunder and under the other Documents;(b)
    
    that has notified the Borrower, the Agent or any Lender (verbally or in
writing) that it does not intend to or is unable to comply with any of its funding
obligations under this Agreement or has made a public statement to that effect or to
the effect that it does not intend to or is unable to fund advances generally under
credit arrangements to which it is a party;(c)
    
    that has failed, within 3 Banking Days after request by the Agent, to confirm
that it will comply with the terms of this Agreement relating to its obligations to
fund prospective Loans;(d)
    
    that has otherwise failed to pay over to the Agent or any other Lender any
other amount required to be paid by it hereunder within 3 Banking Days of the date when
due, unless the subject of a good faith dispute;




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##### 



-7- 
 (e)
    
    in respect of which a Lender Insolvency Event or a Lender Distress Event has
occurred in respect of such Lender or its Lender Parent; or(f)
    
    with respect to which the Agent has concluded, acting reasonably, and has
advised the Lenders in writing, that it is of the view that there is a reasonable
chance that such Lender shall become a Defaulting Lender pursuant to subparagraphs (a)
to (e), inclusive, of this definition.
 Defeased Loan Transaction X
 (a)
    
    pledges to the holder of such loans, cash or Cash Equivalents in an amount not
less than 90% of the aggregate principal amount of such loans, as collateral security
for the repayment thereof; or(b)
    
    deposits with the holder of such loans, cash or Cash Equivalents in an amount
not less than 90% of the aggregate principal amount of such loans, which deposits are
required to be maintained with such holder while such loans remain outstanding.
 Discount Proceeds
 Discount Rate th
 Documents
 Drawdown
 (a)
    
    an Advance of a Canadian Prime Rate Loan, U.S. Base Rate Loan or Libor Loan; or(b)
    
    the issue of Bankers Acceptances (or the making of a BA Equivalent Advance in
lieu thereof) other than as a result of Conversions or Rollovers.
 Drawdown Date
 Drawdown Notice
 EBITDA
 (a)
    
    Interest Expense of the Borrower for such period;




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##### 



-8- 
 (b)
    
    consolidated income tax expense (both current and deferred) of the Borrower
(including, without limitation, those reported on the consolidated income statement of
the Borrower as provincial mining and other taxes) for such period;(c)
    
    consolidated depreciation, amortization and other non-cash expenses of the
Borrower for such period; and(d)
    
    unrealized losses in respect of Hedging Instruments of the Borrower and its
Subsidiaries for such period,
  EDGAR Database
 Environmental Laws
 Equity
 Equivalent Amount
 ERISA Employee Retirement Income Security Act of 1974
 ERISA Affiliate
 ERISA Event




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##### 



-9- Existing Credit Agreement
 Event of Default
 Federal Funds Rate th th
 Federal Reserve Board Federal
 Financial Statements
 Fiscal Quarter
 Fiscal Year
 GAAP
 Governmental Authority
 Governmental Authorization
 Hazardous Materials
 Hedging Instrument
 (a)
    
    any agreement for the making or taking of delivery of any commodity, any
commodity swap agreement, floor, cap or collar agreement or commodity future or option
or other similar agreements or arrangements, or any combination thereof, entered into
by the Borrower or a Subsidiary where the subject matter of the same is any commodity
or the price, value or amount payable thereunder is dependent or based upon the price
of any commodity or fluctuations in the price of any commodity, but shall not include
any agreement for the physical purchase or sale of




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##### 



-10- commodities by the Borrower or a Subsidiary entered into in the ordinary course of
business unless either (i) such agreement is with a bank, investment bank, securities
dealer, insurance company, trust company, pension fund, institutional investor or any
other financial institution or any Affiliate of any of the foregoing, or (ii) such
agreement is entered into for hedging purposes or otherwise for the purpose of
eliminating or reducing the financial risk or exposure of the Borrower or a
Subsidiary to fluctuations in the prices of a commodity (and, for certainty, any such
agreement referred to in (a)(i) or (a)(ii) of this definition shall constitute a
Hedging Instrument for all purposes hereof);
 (b)
    
    any currency swap agreement, cross currency agreement, forward agreement,
floor, cap or collar agreement, futures or options, insurance or other similar
agreement or arrangement, or any combination thereof, entered into by the Borrower or a
Subsidiary where the subject matter of the same is currency exchange rates or the
price, value or amount payable thereunder is dependent or based upon currency exchange
rates or fluctuations in currency exchange rates as in effect from time to time; or(c)
    
    any interest swap agreement, forward rate agreement, floor, cap or collar
agreement, futures or options, insurance or other similar agreement or arrangement, or
any combination thereof, entered into by the Borrower or a Subsidiary where the subject
matter of the same is interest rates or the price, value or amount payable thereunder
is dependent or based upon the interest rates or fluctuations in interest rates in
effect from time to time (but, for certainty, shall exclude conventional floating rate
debt).
 Hostile Acquisition Target Securities Act
 Indemnified Parties Indemnified Party
 Information
 Interest Expense
 Interest Payment Date
 (a)
    
    with respect to each Canadian Prime Rate Loan and U.S. Base Rate Loan, the last
Banking Day of each calendar month; and(b)
    
    with respect to each Libor Loan, the last day of each applicable Interest
Period and, if any Interest Period is longer than 3 months, the last Banking Day of
each 3 month period during such Interest Period,




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##### 



Interest Period
 (a)
    
    with respect to each Canadian Prime Rate Loan and U.S. Base Rate Loan, the
period commencing on the applicable Drawdown Date or Conversion Date, as the case may
be, and terminating on the date selected by the Borrower hereunder for the Conversion
of such Loan into another type of Loan or for the repayment of such Loan;(b)
    
    with respect to each Bankers Acceptance, the period selected by the Borrower
hereunder and being of 1, 2, 3 or 6 months duration, subject to market availability,
(or, subject to the agreement of the Lenders, a longer or shorter period) commencing on
the Drawdown Date, Rollover Date or Conversion Date of such Loan; and(c)
    
    with respect to each Libor Loan, the period selected by the Borrower and being
of 1, 2, 3 or 6 months duration (or, subject to the agreement of the Lenders, a longer
or shorter period) commencing on the applicable Drawdown Date, Rollover Date or
Conversion Date, as the case may be,
  IRS
 Judgment Conversion Date
 Judgment Currency
 Lender BA Suspension Notice
 Lender Distress Event
 Lender Insolvency Event
 (a)
    
    is dissolved (other than pursuant to a consolidation, amalgamation or merger);(b)
    
    becomes insolvent, is deemed insolvent by applicable law or is unable to pay
its debts or fails or admits in writing its inability generally to pay its debts as
they become due;(c)
    
    makes a general assignment, arrangement or composition with or for the benefit
of its creditors;




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##### 



-12- (d)
    
    (i) institutes, or has instituted against it by a regulator, supervisor or any
similar Governmental Authority with primary insolvency, rehabilitative or regulatory
jurisdiction over it in the jurisdiction of its incorporation or organization or the
jurisdiction of its head or home office, (A) a proceeding pursuant to which such
Governmental Authority takes control of such Lenders or Lender Parents assets, (B) a
proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any
bankruptcy, insolvency or winding-up law or other similar law affecting creditors
rights, or (C) a petition is presented for its winding-up or liquidation by it or such
regulator, supervisor or similar Governmental Authority; or (ii) has instituted against
it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief
under any bankruptcy, insolvency or winding-up law or other similar law affecting
creditors rights, or a petition is presented for its winding-up or liquidation, and
such proceeding or petition is instituted or presented by a person or entity not
described in clause (i) above and either (A) results in a judgment of insolvency or
bankruptcy or the entry of an order for relief or the making of an order for its
winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in
each case within 15 days of the institution or presentation thereof;(e)
    
    has a resolution passed for its winding-up, official management or liquidation
(other than pursuant to a consolidation, amalgamation or merger);(f)
    
    seeks or becomes subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official for it
or for all or a substantial portion of all of its assets;(g)
    
    has a secured party take possession of all or a substantial portion of all of
its assets or has a distress, execution, attachment, sequestration or other legal
process levied, enforced or sued on or against all or substantially all its assets and
such secured party maintains possession, or any such process is not dismissed,
discharged, stayed or restrained, in each case, within 15 days thereafter;(h)
    
    causes or is subject to any event with respect to it which, under the
applicable law of any jurisdiction, has an analogous effect to any of the events
specified in subparagraphs (a) to (g) above, inclusive; or(i)
    
    takes any action in furtherance of, or indicating its consent to, approval of,
or acquiescence in, any of the foregoing.
 Lender Parent
 Lenders Counsel
 Libor Loan
 Libor Rate
 (a)
    
    applicable to United States Dollars and appearing on the display referred to as
LIBOR01 Page (or any display substituted therefor) of Reuters Limited (or any
successor thereto or Affiliate




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##### 



-13- thereof) as of 11:00 a.m. (London, England time) on the second Banking Day prior to
the first day of such Interest Period; or(b)
    
    if such rate does not appear on such Reuters display, or if such display or
rate is not available for any reason, the rate per annum at which United States Dollars
are offered by the principal lending office in London, England of the Agent (or of its
Affiliates if it does not maintain such an office) in the London interbank market at
approximately 11:00 a.m. (London, England time) on the second Banking Day prior to the
first day of such Interest Period,
  Lien
 Loan
 Long Term Debt
 Majority of the Lenders
 (a)
    
    where there are one or two Lenders, all of the Lenders; and(b)
    
    at any other time, those Lenders the Commitments of which are, in the
aggregate, at least 662/3% of the Commitments of all Lenders hereunder.
 Material Adverse Change
 Material Adverse Effect
 Material Subsidiary
 Maturity Date
 Multiemployer Plan
 Net Income




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##### 



-14-  Non-Acceptance Lender
 Non-Conflicted Lender
 Obligations
 Officers Certificate
 Outstanding BAs
 Outstanding BAs Collateral
 Outstanding Libor Loans
 Outstanding Principal
 PBGC
 Pension Plan
 Permitted Liens
 (a)
    
    inchoate or statutory Liens for taxes, assessments and other governmental
charges or levies which are not delinquent (taking into account any relevant grace
periods) or the validity of which are currently being contested in good faith by
appropriate proceedings and in respect of which there shall have been set aside a
reserve (segregated to the extent required by GAAP) in an amount which is adequate
therefor;(b)
    
    inchoate or statutory Liens of contractors, subcontractors, mechanics, workers,
suppliers, materialmen, carriers and others in respect of construction, maintenance,
repair or operation of assets of the Companies, provided that such Liens are related to
obligations not due or delinquent (taking into account any applicable grace or cure
periods), are not registered as encumbrances




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##### 



-15- against title to any assets of the Companies and adequate holdbacks are being
maintained as required by applicable legislation or such Liens are being contested in
good faith by appropriate proceedings and in respect of which there shall have been
set aside a reserve (segregated to the extent required by GAAP) in an amount which is
adequate with respect thereto and provided further that such Liens do not in the
aggregate materially detract from the value of the assets of the Companies encumbered
thereby or materially interfere with the use thereof in the operation of the business
of the Companies;(c)
    
    easements, rights-of-way, servitudes, restrictions and similar rights in real
property comprised in the assets of the companies or interests therein granted or
reserved to other persons, provided that such rights do not in the aggregate materially
detract from the value of the assets of the Companies subject thereto or materially
interfere with the use thereof in the operation of the business of the Companies;(d)
    
    title defects or irregularities which are of a minor nature and which do not in
the aggregate materially detract from the value of the assets of the Companies
encumbered thereby or materially interfere with the use thereof in the operation of the
business of the Companies;(e)
    
    Liens incidental to the conduct of the business or the ownership of the assets
of the Companies (other than those described in clauses (f) and (g) of this definition)
which were not incurred in connection with the borrowing of money or the obtaining of
advances or credit (including, without limitation, unpaid purchase price), and which do
not in the aggregate materially detract from the value of the assets of the Companies
encumbered thereby or materially interfere with the use thereof in the operation of the
business of the Companies;(f)
    
    Liens securing appeal bonds and other similar Liens arising in connection with
court proceedings (including, without limitation, surety bonds, security for costs of
litigation where required by law and letters of credit) or any other instruments
serving a similar purpose;(g)
    
    attachments, judgments and other similar Liens arising in connection with court
proceedings; provided, however, that such Liens are in existence for less than 30 days
after the entry therefor or the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are being actively contested in good
faith and by appropriate proceedings;(h)
    
    the reservations, limitations, provisos and conditions, if any (i) expressed in
any original grant from the Crown of any real property or any interest therein or in
any comparable grant in jurisdictions other than Canada or (ii) expressed pursuant to
the Land Titles Act(Saskatchewan);(i)
    
    Liens, charges or other security interests given to a public utility or any
municipality or governmental or other public authority when required by such utility or
other authority in connection with the operation of the business or the ownership of
the assets of the Companies, provided that such Liens do not in the aggregate reduce
the value of the assets of the Companies or materially interfere with the use thereof
in the operation of the business of the Companies;(j)
    
    servicing agreements, development agreements, site plan agreements, and other
agreements with governmental or public authorities pertaining to the use or development
of any of the assets of the Companies, provided same are complied with including,
without limitation, any obligations to deliver letters of credit and other security as
required;




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##### 



-16- (k)
    
    applicable municipal and other governmental restrictions, including municipal
by-laws and regulations, affecting the use of land or the nature of any structures
which may be erected thereon, provided such restrictions have been complied with;(l)
    
    Purchase Money Obligations arising in the ordinary course of business, provided
that such Lien is limited to the property so acquired and is created, issued or assumed
substantially concurrently with the acquisition of such property;(m)
    
    Liens securing industrial revenue bonds issued by the Companies;(n)
    
    the right reserved to or vested in any Governmental Authority by any statutory
provision, or by the terms of any lease, licence, franchise, grant or permit of any of
the Companies, to terminate any such lease, licence, franchise, grant or permit, or to
require annual or other payments as a condition to the continuance thereof;(o)
    
    any amounts payable and obligations owing to any person in respect of royalty
interests held by such person on the production of minerals by the Companies;(p)
    
    the interests of lessors pursuant to all leases, including the capital leases
under which a Company is the lessee;(q)
    
    Liens securing the indebtedness of companies which become Subsidiaries after
the date hereof, which Liens and indebtedness are outstanding on the date the relevant
company became a Subsidiary, provided that such indebtedness does not at any time
exceed U.S. $75,000,000 (or the Equivalent Amount thereof in Canadian Dollars or the
equivalent thereof in any other currency) in the aggregate;(r)
    
    any deemed security interest in accounts arising as a result of the
securitization thereof by the transfer thereof to a securitized asset pool;(s)
    
    the extension, renewal or refinancing of any Permitted Lien, provided that the
amount so secured does not exceed the original amount secured immediately prior to such
extension, renewal or refinancing;(t)
    
    Liens granted to the Agent and the Lenders to secure the indebtedness
hereunder; and(u)
    
    Liens against cash or Cash Equivalents, provided that such cash or Cash
Equivalents have been provided as collateral security for the obligations of one or
more of the Companies under a Defeased Loan Transaction (including, for certainty, the
obligations of a Company under a guarantee provided in connection therewith).
 Plan
 Property
 Purchase Money Obligations




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##### 



-17- Power of Attorney
 Rateable Portion
 Repayment Notice
 Reportable Event
 Rollover
 (a)
    
    with respect to any Libor Loan, the continuation of all or a portion of such
Loan (subject to the provisions hereof) for an additional Interest Period subsequent to
the initial or any subsequent Interest Period applicable thereto; and(b)
    
    with respect to Bankers Acceptances, the issuance of new Bankers Acceptances
or the making of new BA Equivalent Advances (subject to the provisions hereof) in
respect of all or any portion of Bankers Acceptances (or BA Equivalent Advances made
in lieu thereof) maturing at the end of the Interest Period applicable thereto, all in
accordance with Article 6 hereof.
 Rollover Date
 Rollover Notice
 S&P
 Schedule I Lender Bank Act
 Schedule II Lender Bank Act
 Schedule III Lender Bank Act
 Subordinated Debt
 Subsidiary




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##### 



-18- (a)
    
    any corporation of which at least a majority of the outstanding shares having
by the terms thereof ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time shares of any other
class or classes of such corporation might have voting power by reason of the happening
of any contingency, unless the contingency has occurred and then only for as long as it
continues) is at the time directly, indirectly or beneficially owned or controlled by X
or one or more of its Subsidiaries, or X and one or more of its Subsidiaries;(b)
    
    any partnership of which, at the time, X, or one or more of its Subsidiaries,
or X and one or more of its Subsidiaries: (i) directly, indirectly or beneficially own
or control more than 50% of the income, capital, beneficial or ownership interests
(however designated) thereof; and (ii) is a general partner, in the case of limited
partnerships, or is a partner or has authority to bind the partnership, in all other
cases; or(c)
    
    any other person of which at least a majority of the income, capital,
beneficial or ownership interests (however designated) are at the time directly,
indirectly or beneficially owned or controlled by X, or one or more of its
Subsidiaries, or X and one or more of its Subsidiaries;
  Successor
 Successor Agent
 Tangible Net Worth
 Taxes
 Total Assets
 Unfunded Pension Liability
 United States Dollars U.S. $
 U.S. Base Rate
 (a)
    
    the rate of interest per annum established from time to time by the Agent as
the reference rate of interest for the determination of interest rates that the Agent
will charge to customers of varying degrees of creditworthiness in Canada for United
States Dollar demand loans in Canada;




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##### 



-19- (b)
    
    the rate of interest per annum for such day or, if such day is not a Banking
Day, on the immediately preceding Banking Day, equal to the sum of the Federal Funds
Rate (expressed for such purpose as a yearly rate per annum in accordance with Section
5.4), plus 1.00% per annum; and(c)
    
    the Libor Rate for a period of 1 month on such day (or in respect of any day
that is not a Banking Day, such Libor Rate in effect on the immediately preceding
Banking Day) plus 1.00% per annum,
  U.S. Base Rate Loan
 Wholly-Owned Subsidiary X
 (a)
    
    a corporation, all of the issued and outstanding shares in the capital of which
are held by:
 (i)
    
    X;(ii)
    
    X and/or one or more corporations, all of the issued and
outstanding shares in the capital of which are held by X; or(iii)
    
    two or more corporations, all of the issued and outstanding shares in the capital of which are held by X;
 (b)
    
    a corporation which is a Wholly-Owned Subsidiary of a corporation that is a
Wholly-Owned Subsidiary of X;(c)
    
    a partnership, all of the partners of which are X and/or Wholly-Owned
Subsidiaries of X; or(d)
    
    any person of which all of the income, capital, beneficial and ownership
interests (however designated) are held and controlled by X and/or Wholly-Owned
Subsidiaries of X,
  1.2 Headings; Articles and Sections
  1.3 Number; persons; including; successors
 vice versa vice versa vice versa




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##### 



-20-  1.4 Accounting Principles
  1.5 References to Agreements and Enactments
  1.6 Per Annum Calculations
  1.7 Schedules
  Schedule A
    
    
    
    Lenders and CommitmentsSchedule B
    
    
    
    Assignment AgreementSchedule C
    
    
    
    Compliance CertificateSchedule D
    
    
    
    Conversion NoticeSchedule E
    
    
    
    Drawdown NoticeSchedule F
    
    
    
    Repayment NoticeSchedule G
    
    
    
    Rollover NoticeSchedule H
    
    
    
    Opinion of Stikeman Elliott LLPSchedule I
    
    
    
    SubsidiariesSchedule J
    
    
    
    Partnerships, Joint Ventures and Syndicates
 1.8 Amendment and Restatement
  (a)
    
    the Existing Credit Agreement shall be and is hereby amended and restated in
the form of this Agreement;(b)
    
    all Loans (as that term is defined in the Existing Credit Agreement) and other
amounts outstanding under the Existing Credit Agreement prior to the date hereof shall
continue to be outstanding under




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##### 



-21- this Agreement and shall be deemed to be Loans and other Obligations owing by the
Borrower to the Lenders under this Agreement; and(c)
    
    the Lenders hereby agree to take all steps and actions and execute and deliver
all agreements, instruments and other documents as may be required by the Agent or any
of the Lenders (including the assignment of interests in, or the purchase of
participations in, such outstanding Loans) to give effect to the foregoing and to
ensure that the aggregate Obligations owing to each Lender under the Credit Facility
are outstanding in proportion to each Lenders Rateable Portion of all outstanding
Obligations under the Credit Facility after giving effect to the foregoing.
   ARTICLE 2
THE CREDIT FACILITY
 2.1 The Credit Facility
  2.2 Types of Availments
  2.3 Purpose
  2.4 Availability and Nature of the Credit Facility




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##### 



-22- 2.5 Minimum Drawdowns
  (a)
    
    Canadian Prime Rate Loans in minimum principal amounts of Cdn. $1,000,000;(b)
    
    Bankers Acceptances in minimum aggregate amounts of Cdn. $10,000,000 at
maturity and Drawdowns in excess thereof in integral multiples of Cdn. $1,000,000;(c)
    
    U.S. Base Rate Loans in minimum principal amounts of U.S. $1,000,000; and(d)
    
    Libor Loans in minimum principal amounts of U.S. $10,000,000 and Drawdowns in
excess thereof in integral multiples of U.S. $1,000,000.
 2.6 Libor Loan Availability
  2.7 Notice Periods for Drawdowns, Conversions and Rollovers
  (a)
    
    11:00 a.m. (Toronto time) three Banking Days prior to the proposed Drawdown
Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of,
Conversion into or the Rollover of Libor Loans;(b)
    
    11:00 a.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date,
Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion
into or Rollover of Bankers Acceptances; and(c)
    
    for Drawdowns of or Conversions into Canadian Prime Rate Loans and/or U.S. Base
Rate Loans 11:00 a.m. (Toronto time) one Banking Day prior to the proposed Drawdown
Date or Conversion Date, as the case may be.
 2.8 Conversion Option
  (a)
    
    Conversions of Libor Loans and Bankers Acceptances may only be made on the
last day of the Interest Period applicable thereto;(b)
    
    the Borrower may not convert a portion only or the whole of an outstanding Loan
unless both the unconverted portion and converted portion of such Loan are equal to or
exceed, in the relevant currency of each such portion, the minimum amounts required for
Drawdowns of Loans of the same type as that portion (as set forth in Section 2.5);




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##### 



-23- (c)
    
    in respect of Conversions of a Loan denominated in one currency to a Loan
denominated in another currency, the Borrower shall at the time of the Conversion repay
the Loan or portion thereof being converted in the currency in which it was
denominated; and(d)
    
    a Conversion shall not result in an increase in Outstanding Principal;
increases in Outstanding Principal may only be effected by Drawdowns made in accordance
herewith.
 2.9 Libor Loan Rollovers; Selection of Libor Interest Periods
  2.10 Rollovers and Conversions not Repayments
  2.11 Agents Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and
Libor Loans
  2.12 Lenders and Agents Obligations with Respect to Canadian Prime Rate Loans, U.S. Base
Rate Loans and Libor Loans
  2.13 Irrevocability




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##### 



-24- 2.14 Optional Cancellation or Reduction of the Credit Facility
 pro rata
 2.15 Optional Repayment; Additional Repayment Terms
  (a)
    
    the Borrower shall give a Repayment Notice (executed in accordance with the
definition of Officers Certificate) to the Agent not later than:
 (i)
    
    11:00 a.m. (Toronto time) three Banking Days prior to the date of
the proposed repayment, for Libor Loans;(ii)
    
    11:00 a.m. (Toronto time) two Banking Days prior to the date of
the proposed repayment, for Bankers Acceptances; and(iii)
    
    11:00 a.m. (Toronto time) one Banking Day prior to the date of
the proposed repayment, for Canadian Prime Rate Loans and U.S. Base Rate Loans;
 (b)
    
    repayments pursuant to this Section 2.15 may only be made on a Banking Day;(c)
    
    subject to the following provisions of this Section 2.15, each such repayment
may only be made on the last day of the applicable Interest Period with regard to a
Libor Loan that is being repaid;(d)
    
    a Bankers Acceptance may only be repaid on its maturity unless collateralized
in accordance with Section 2.15(3);(e)
    
    each such repayment shall be in a minimum amount of the lesser of: (i) the
minimum amount required pursuant to Section 2.5 for Drawdowns of the type of Loan
proposed to be repaid and (ii) the Outstanding Principal of all Loans outstanding under
the Credit Facility immediately prior to such repayment; any repayment in excess of
such amount shall be in integral multiples of the amounts required pursuant to Section
2.5 for multiples in excess of the minimum amounts of Drawdowns; and(f)
    
    the Borrower may not repay a portion only of an outstanding Loan unless the
unpaid portion is equal to or exceeds, in the relevant currency, the minimum amount
required pursuant to Section 2.5 for Drawdowns of the type of Loan proposed to be
repaid.




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##### 



-25-  Outstanding
BAs Collateral
 2.16 Mandatory Repayment of Credit Facility
  2.17 Currency Excess
 Currency Excess
 Currency
Excess Deficiency




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##### 



-26-  2.18 Permitted Increase in Credit Facility
  (a)
    
    no Default or Event of Default shall have occurred and be continuing and the
Borrower shall have delivered to the Agent a certificate of an officer of the Borrower
confirming the same and confirming (i) its corporate authorization to make such
increase, (ii) the truth and accuracy in all material respects of its representations
and warranties contained in Section 8.1 hereof as of such date, other than any such
representations and warranties which expressly speak as of an earlier date and (iii)
that no consents, approvals or authorizations are required for such increase (except as
have been unconditionally obtained and are in full force and effect, unamended), each
as at the effective date of such increase;(b)
    
    the Borrower shall have delivered to the Agent an opinion of its legal counsel
in form and substance as may be required by the Agent, acting reasonably (and such
opinion shall, inter alia, opine as to the corporate authorization of the Borrower to
effect such increase);(c)
    
    after giving effect to any such increase, the maximum principal amount of the
Credit Facility shall not exceed U.S. $2,000,000,000;(d)
    
    the Agent shall have consented to any additional financial institution becoming
a Lender, such consent not to be unreasonably withheld, conditioned or delayed; and(e)
    
    the Borrower and the increasing existing Lender or the financial institution being added, as
the case may be, shall execute and deliver such documentation as is required by the Agent, acting
reasonably, to effect the increase in question (including the partial assignment of Loans or
purchase of participations from Lenders to the extent necessary to ensure that, after giving effect
to such increase, each Lender holds its Rateable Portion of each outstanding Loan under the Credit
Facility) and, if applicable, to add any such new financial institution as a Lender under the
Documents.




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##### 



2.19 Hostile Acquisitions
  (a)
    
    at least five (5) Banking Days prior to the delivery to the Agent of any
Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit
Facility intended to be used to finance such Hostile Acquisition, the Borrower shall
notify the Agent and shall provide the Agent with particulars of such Hostile
Acquisition, including particulars in sufficient detail to enable each Lender to
determine whether it has a conflict of interest if the proceeds of Loans from such
Lender are used by the Borrower to finance such Hostile Acquisition;(b)
    
    promptly after receipt of such notice and particulars from the Borrower, the
Agent shall (i) notify an appropriate officer of each Lender and provide such
particulars to such officer and (ii) confirm receipt (other than by way of an automated
response) of such notice and particulars by each such officer;(c)
    
    within three (3) Banking Days of such confirmation by the Agent of each such
appropriate officer being so advised, each Lender shall notify the Agent of such
Lenders determination as to whether (i) such a conflict of interest exists or (ii) the
funding of such Hostile Acquisition would contravene an internal policy of general
application of such Lender (each such determination to be made by each such Lender in
the exercise of its sole discretion, having regard to such considerations as it deems
appropriate); provided that in the event such Lender does not so notify the Agent
within such three (3) Banking Day period, such Lender shall be deemed to have notified
the Agent that it has no such conflict of interest or contravention; and(d)
    
    the Agent shall promptly notify the Borrower of each such Lenders
determination,
 Conflicted Lender Non-Conflicted Lender




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##### 



-28- ARTICLE 3
CONDITIONS PRECEDENT TO DRAWDOWNS
 3.1 Conditions for Drawdowns
  (a)
    
    the Agent shall have received a proper and timely Drawdown Notice from the
Borrower requesting the Drawdown;(b)
    
    the representations and warranties set forth in Section 8.1 shall be true and
accurate in all material respects on and as of the date of the requested Drawdown other
than any such representations and warranties which expressly speak as of an earlier
date;(c)
    
    no Default or Event of Default shall have occurred and be continuing nor shall
any Default or Event of Default result from or exist immediately after the requested
Drawdown; and(d)
    
    after giving effect to the proposed Drawdown, the Outstanding Principal of all
Loans outstanding under the Credit Facility shall not exceed the maximum principal
amount of the Credit Facility.
 3.2 Additional Conditions for Amendment and Restatement
  (a)
    
    all fees and expenses previously agreed in writing between the Borrower and
each of the Lenders shall be paid by the Borrower to the Lenders;(b)
    
    the Borrower shall have delivered to the Agent a current certificate of
compliance in respect of its jurisdiction of incorporation and certified copies of its
articles, by-laws and the resolutions authorizing the Documents and transactions
hereunder and an Officers Certificate as to the incumbency of the officers of the
Borrower signing the Documents;(c)
    
    the Documents shall have been fully executed and delivered, each in form and
substance satisfactory to the Lenders and Lenders Counsel (each acting reasonably);
and(d)
    
    the Agent and the Lenders shall have received (i) a legal opinion from Stikeman
Elliott LLP in the form attached hereto as Schedule H and (ii) a legal opinion from
Lenders Counsel in form and substance satisfactory to the Lenders.
 3.3 Waiver




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##### 



-29- ARTICLE 4
EVIDENCE OF DRAWDOWNS
 4.1 Account of Record
 prima facie
 ARTICLE 5
PAYMENTS OF INTEREST AND FEES
 5.1 Interest on Canadian Prime Rate Loans
 prima facie
 5.2 Interest on U.S. Base Rate Loans
 prima facie
 5.3 Interest on Libor Loans
 prima facie




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##### 



-30-  5.4 Interest Act(Canada)
 Interest
Act
  5.5 Nominal Rates; No Deemed Reinvestment
  5.6 Standby Fees
   5.7 Agents Fees
  5.8 Interest on Overdue Amounts




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##### 



-31-  5.9 Waiver
 Interest Act Judgment Interest Act
 5.10 Maximum Rate Permitted by Law
  ARTICLE 6
BANKERS ACCEPTANCES
 6.1 Bankers Acceptances
  6.2 Acceptance Fees
  6.3 Form and Execution of Bankers Acceptances
  (a)
    
    the face amount at maturity of each draft drawn by the Borrower to be accepted
as a Bankers Acceptance shall be Cdn. $100,000 and integral multiples thereof;(b)
    
    the term to maturity of each draft drawn by the Borrower to be accepted as a
Bankers Acceptance shall, subject to market availability as determined by all of the
Lenders, be 1, 2, 3 or 6 months (or such other longer or shorter term as agreed by the
Lenders), as selected by the Borrower in the relevant Drawdown Notice, Rollover Notice
or Conversion Notice, and each Bankers Acceptance shall be payable and mature on the
last day of the Interest Period selected by the Borrower for such Bankers Acceptance
(which, for certainty, pursuant to the definition of Interest Period shall be on or
prior to the Maturity Date);




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##### 



-32- (c)
    
    each draft drawn by the Borrower and presented for acceptance by a Lender shall
be drawn on the standard form of such Lender in effect at the time; provided, however,
that the Agent may require the Lenders to use a generic form of Bankers Acceptance, in
a form satisfactory to each Lender, acting reasonably, provided by the Agent for such
purpose in place of the Lenders own forms;(d)
    
    subject to Section 6.3(e) below, Bankers Acceptances shall be signed by duly
authorized officers of the Borrower or, in the alternative, the signatures of such
officers may be mechanically reproduced in facsimile thereon and Bankers Acceptances
bearing such facsimile signatures shall be binding on the Borrower as if they had been
manually executed and delivered by such officers on behalf of the Borrower;
notwithstanding that any person whose manual or facsimile signature appears on any
Bankers Acceptance may no longer be an authorized signatory for the Borrower on the
date of issuance of a Bankers Acceptance, such signature shall nevertheless be valid
and sufficient for all purposes as if such authority had remained in force at the time
of such issuance and any such Bankers Acceptance shall be binding on the Borrower; and(e)
    
    in lieu of signing Bankers Acceptances in accordance with Section 6.3(d)
above, the Borrower may provide a Power of Attorney to a Lender; for so long as a Power
of Attorney is in force with respect to a given Lender, such Lender shall execute and
deliver Bankers Acceptances on behalf of the Borrower in accordance with the
provisions thereof and, for certainty, all references herein to drafts drawn by the
Borrower, Bankers Acceptances executed by the Borrower or similar expressions shall be
deemed to include Bankers Acceptances executed in accordance with a Power of Attorney,
unless the context otherwise requires.
 6.4 Power of Attorney; Provision of Bankers Acceptances to Lenders
  (a)
    
    to sign for and on behalf and in the name of the Borrower as drawer, drafts in
such Lenders standard form which are depository bills as defined in the Depository
Bills and Notes Act(Canada) (the DBNA), payable to a clearing house (as defined in
the DBNA) including CDS Clearing and Depository Services Inc., or its nominee, CDS &
Co. (the clearing house);(b)
    
    for drafts which are not depository bills, to sign for and on behalf and in the
name of the Borrower as drawer and to endorse on its behalf, Bankers Acceptances drawn
on the Lender payable to the order of the undersigned or payable to the order of such
Lender;(c)
    
    to fill in the amount, date and maturity date of such Bankers Acceptances; and(d)
    
    to deposit and/or deliver such Bankers Acceptances which have been accepted by
such Lender,




---



##### 



-33-




---



##### 



-34- 6.5 Mechanics of Issuance
   (a)
    
    before 11:00 a.m. (Toronto time) on such date, the Agent shall determine the
CDOR Rate in respect of an issue of bankers acceptances in a comparable amount and
with comparable maturity to the Bankers Acceptances proposed to be issued on such
date;(b)
    
    on or about 11:00 a.m. (Toronto time) on such date, the Agent shall advise each
Lender of the applicable BA Discount Rate;(c)
    
    each Lender shall complete and accept, in accordance with the Drawdown Notice,
Conversion Notice or Rollover Notice delivered by the Borrower and advised by the Agent
in connection with such issue, its share of the Bankers Acceptances to be issued on
such date and shall purchase such Bankers Acceptances for its own account at a
purchase price which reflects the BA Discount Rate applicable to such issue; and(d)
    
    in the case of a Drawdown, each Lender shall, for same day value on the
Drawdown Date, remit the Discount Proceeds or advance the BA Equivalent Advance, as the
case may be, payable by such Lender (net of the acceptance fee payable to such Lender
pursuant to Section 6.2) to the Agent for the account of the Borrower; the Agent shall
make such funds available to the Borrower for same day value on such date.
  6.6 Rollover, Conversion or Payment on Maturity
  (a)
    
    (i) deliver to the Agent a Rollover Notice that the Borrower intends to draw
and present for acceptance on the maturity date new Bankers Acceptances in an
aggregate face amount up to the aggregate amount of the maturing Bankers Acceptances
and (ii) on the maturity date pay to the Agent for the account of the Lenders an
additional amount equal to the difference between the aggregate face amount of the
maturing Bankers Acceptances and the Discount Proceeds of such new Bankers
Acceptances;(b)
    
    (i) deliver to the Agent a Conversion Notice requesting a Conversion of the
maturing Bankers Acceptances to another type of Loan under the Credit Facility and
(ii) on the maturity date pay to the Agent for the account of the Lenders an amount
equal to the difference, if any, between the




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##### 



-35- aggregate face amount of the maturing Bankers Acceptances and the amount of the Loans into which Conversion is requested; or
 (c)
    
    on the maturity date of the maturing Bankers Acceptances, pay to the Agent for
the account of the Lenders an amount equal to the aggregate face amount of such
Bankers Acceptances.
  6.7 Restriction on Rollovers and Conversions
  6.8 Rollovers
  6.9 Conversion into Bankers Acceptances
  6.10 Conversion from Bankers Acceptances
  6.11 BA Equivalent Advances




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##### 



-36-   6.12 Termination of Bankers Acceptances
  ARTICLE 7
PLACE AND APPLICATION OF PAYMENTS
 7.1 Place of Payment of Principal, Interest and Fees; Payments to Agent
  7.2 Designated Accounts of the Lenders
  7.3 Funds




---



##### 



-37- 7.4 Application of Payments
  (a)
    
    to amounts due hereunder as fees other than acceptance fees for Bankers
Acceptances;(b)
    
    to amounts due hereunder as costs and expenses;(c)
    
    to amounts due hereunder as default interest;(d)
    
    to amounts due hereunder as interest or acceptance fees for Bankers
Acceptances; and(e)
    
    to amounts due hereunder as principal (including reimbursement obligations in
respect of Bankers Acceptances).
 7.5 Payments Clear of Taxes




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##### 



-38- 7.6 Set Off
   7.7 Margin Changes; Adjustments for Margin Changes; Notice of Rating Changes
  (a)
    
    on the Banking Day immediately following any change in the relevant Debt Rating
(or when the Borrower ceases to have a Debt Rating, if applicable) which results in a
change in the Applicable Pricing Rate in accordance with the definition thereof; and(b)
    
    without the necessity of notice to the Borrower.
  (a)
    
    in the case of increases in such rates per annum, the Borrower shall pay to the
Agent for the account of the Lenders such additional interest or fees, as the case may
be, as may be required to give effect to the relevant increases in the interest or fees
payable on or in respect of such Loans from and as of the effective date of the
relevant increase in rates; and(b)
    
    in the case of decreases in such rates per annum, the Borrower shall receive a
credit against subsequent interest payable on Loans or fees payable pursuant to Section
6.2, as the case may be, to the extent necessary to give effect to the relevant
decreases in the interest or fees payable on or in respect of such Loans from and as of
the effective date of the relevant decrease in rates.




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##### 



-39- ARTICLE 8
REPRESENTATIONS AND WARRANTIES
 8.1 Representations and Warranties
  (a)
    
    Status and Power.The Borrower is a corporation duly incorporated and organized and validly subsisting
in good standing under the laws of Canada. Each of the Material Subsidiaries which
is a corporation is a corporation duly incorporated and organized and validly
subsisting in good standing under the laws of its jurisdiction of incorporation, and
each other Material Subsidiary is validly existing under the laws of its
jurisdiction of organization or formation, in each case, as set forth in Schedule I.
The Borrower and each of the Material Subsidiaries is duly qualified, registered or
licensed in all jurisdictions where such qualification, registration or licensing is
required, except where the failure to be so qualified would not have and would not
reasonably be expected to have a Material
Adverse Effect. The Borrower and each of the Material Subsidiaries has all
requisite capacity, power and authority to own, hold under licence or lease its
properties necessary for the conduct of its business and to carry on its business,
in each case, as currently conducted. The Borrower has all requisite corporate
capacity, power and authority to enter into and carry out the transactions
contemplated by this Agreement.(b)
    
    Authorization and Enforcement.All necessary action, corporate or otherwise, has been taken to authorize the
execution, delivery and performance by the Borrower of this Agreement. The Borrower
has duly executed and delivered this Agreement. This Agreement is a legal, valid
and binding obligation of the Borrower enforceable against the Borrower by the Agent
and the Lenders in accordance with its terms, subject to the qualifications
contained in the opinion of the Borrowers counsel delivered pursuant to Section
3.2(d)(i).(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 the charter or constating documents or by-laws of, 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 is a party or is otherwise bound or by which the Borrower
benefits or to which its property is subject and do not require the consent or
approval of any Governmental Authority or any other party of which the failure to
have received or obtained would have or would reasonably be expected to have a
Material Adverse Effect.(d)
    
    Financial Statements.The Financial Statements were prepared in accordance with GAAP and no Material
Adverse Change has occurred since December 31, 2007 to the date hereof. The balance
sheets contained in




---



##### 



-40- the Financial Statements fairly present the consolidated
financial condition of the Borrower as at the respective dates thereof and the
statements of income contained in the Financial Statements fairly present the
consolidated results of operations of the Borrower during the respective fiscal
periods covered thereby.
 (e)
    
    Litigation.There are no actions, suits, inquiries, claims or proceedings (whether or not
purportedly on behalf of any of the Companies) which have been commenced against or
affecting any of the Companies before any court or other Governmental Authority
except those which have not had or could not reasonably be expected to have a
Material Adverse Effect.(f)
    
    Outstanding Defaults.No event has occurred which constitutes or which, with the giving of notice, lapse
of time or both, would constitute a default under or in respect of any agreement,
undertaking or instrument to which any of the Companies is a party or to which its
property or assets may be subject, except where such default has not had or could not reasonably be
expected to have a Material Adverse Effect.(g)
    
    No Default or Event of DefaultNo Default or Event of Default has occurred and is continuing or would reasonably be
excepted to occur immediately following any Drawdown hereunder.(h)
    
    ERISA Compliance.
 (i)
    
    Except as has not had or could not reasonably be expected to
have a Material Adverse Effect, (A) each Plan is in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law, (B) each Plan which is intended to qualify under Section 401(a) of
the Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto or an application for such a letter will be made on or before
the end of the applicable remedial amendment period and nothing has occurred
which would prevent, or cause the loss of, such qualification, (C) the Borrower
and each ERISA Affiliate has made by their due date all required contributions
to any Plan subject to Section 412 of the Code and to any Multiemployer Plan,
and no application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code has been made with respect to any
Plan.(ii)
    
    There are no pending or threatened claims, actions or lawsuits,
or action by any Governmental Authority, with respect to any Plan except those
which have not resulted or could not reasonably be expected to result in a
Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan except those
which have not resulted or could not reasonably be expected to result in a
Material Adverse Effect.(iii)
    
    Except as has not had or could not reasonably be expected to
have a Material Adverse Effect, (A) no ERISA Event has occurred or is
reasonably expected to occur; (B) no Pension Plan has any Unfunded Pension
Liability; (C) neither the Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result




---



##### 



-41- in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (D) neither the Borrower nor any ERISA Affiliate has engaged in a
transaction that could reasonably be expected to be subject to Section 4069 or
4212(c) of ERISA.
 (i)
    
    Environmental Compliance.
 (i)
    
    The Property (including underlying groundwater) has, since the
date of its acquisition by the applicable Company, been owned, operated and
used in compliance with all Environmental Laws except where such failure could
not reasonably be expected to have a Material Adverse Effect.(ii)
    
    There are no actions or proceedings which have been commenced
in connection with an alleged violation of any Environmental Law by any Company
except those which could not reasonably be expected to have a Material Adverse
Effect.(iii)
    
    There have been no releases of Hazardous Materials at, on or
under the Property in violation of Environmental Law except where such releases
could not reasonably be expected to have a Material Adverse Effect.(iv)
    
    Each of the Companies has been issued and is in compliance with
all permits, certificates, approvals, licences and other authorizations
required under any Environmental Laws to own its properties and assets and to
carry on its businesses except where such non-issuance or noncompliance could
not reasonably be expected to have a Material Adverse Effect.
 (j)
    
    Corporate Name.As at the date hereof, the corporate name of the Borrower as it appears in its
articles of continuation is Potash Corporation of Saskatchewan Inc.(k)
    
    Inter-Corporate Relationships.As at the date hereof, the share ownership of each of the Subsidiaries is as set
forth in Schedule I.(l)
    
    Subsidiaries and Partnerships.As at the date hereof, all of the Subsidiaries and the jurisdiction of incorporation
of each of the Subsidiaries is as set forth in Schedule I. As at the date hereof,
none of the companies is, directly or indirectly, a member of or participant in any
partnership, joint venture or syndicate other than as described in Schedule J.(m)
    
    Regulation U or X.No proceeds of any Loan made hereunder shall be used for a purpose which violates,
or would be inconsistent with, Regulation U or X of the Board of Governors of the
Federal Reserve System.
 8.2 Deemed Repetition




---



##### 



-42- (a)
    
    the Borrower shall be deemed to represent and warrant that each of the
representations and warranties contained in Section 8.1 are true and correct in all
material respects on such date, other than any such representations and warranties
which expressly speak as of an earlier date; and(b)
    
    the Borrower shall be deemed to have represented to the Agent and the Lenders
that, except as has otherwise been notified to the Agent in writing and has been waived
in accordance herewith, no event has occurred and remains outstanding which would
constitute a Default or an Event of Default nor will any such event exist immediately
after or occur as a result of the aforementioned Drawdown.
 8.3 Effective Time of Repetition
  8.4 Nature of Representations and Warranties
  ARTICLE 9
GENERAL COVENANTS
 9.1 Affirmative Covenants of the Borrower
  (a)
    
    Financial Reporting.The Borrower shall furnish the Agent with the following documents, statements and
reports:
 (i)
    
    within 120 days after the end of each Fiscal Year, a copy of
the audited consolidated financial statements of the Borrower with respect
thereto and the auditors report thereon;(ii)
    
    within 120 days after the end of each Fiscal Year, if and to
the extent any changes have occurred therein, an updated Schedule I, an updated
Schedule J and an updated list of the Material Subsidiaries, each certified by
a senior officer of the Borrower to be true and correct as of the date thereof;(iii)
    
    within 60 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year, a copy of the unaudited consolidated financial
statements of the Borrower with respect thereto;(iv)
    
    within 120 days after the end of each Fiscal Year and within 60
days after the end of each Fiscal Quarter, a duly executed and completed
Compliance Certificate, evidencing compliance with the terms of this Agreement;
and




---



##### 



-43- (v)
    
    at the request of the Agent, such additional information,
reports, certificates, financial or operating reports or statements or other
matters affecting the business, affairs, current or historical financial
condition, property or assets of the Borrower or any of its Material
Subsidiaries, as the Agent on the instructions of the Majority of the Lenders
may, from time to time, reasonably require,
 provided that, with respect to clauses (i) and (iii) above, the requirements thereof
shall be deemed satisfied upon the Borrower giving to the Agent notice of the filing
with the U.S. Securities and Exchange Commission of its Form 10-K or Form 10-Q, as
applicable, which includes such information, within the time period prescribed in
such clauses, subject to the Agent having access thereto; provided further that the
Agent shall be deemed to have access to such reports if and so long as the same are
posted on the EDGAR Database.(b)
    
    Corporate Existence.Except as expressly permitted in Section 9.2(b), the Borrower shall, and shall cause
each of the Material Subsidiaries to, maintain its corporate existence in good
standing and shall, and shall cause each of the Subsidiaries to, qualify and remain
duly qualified to carry on business and own property in each jurisdiction in which
such qualification is necessary to the extent that a failure to so qualify could
reasonably be expected to have a Material Adverse Effect.(c)
    
    Conduct of Business.The Borrower shall, and shall cause each of the Subsidiaries to, comply with all
Applicable Laws and conduct its business in such a manner so as to comply in all
respects with Applicable Laws, so as to observe and perform all its obligations
under leases, licences and agreements necessary for the proper conduct of its
business and so as to preserve and protect its property and assets and the earnings,
income and profits therefrom (including, without limitation, Environmental Laws and
laws relating to the discharge, spill, disposal or emission of Hazardous Materials),
in each case, other than where noncompliance, non-observance or non-performance
could not reasonably be expected to have a Material Adverse Effect. The Borrower
shall, and shall cause each of the Subsidiaries to, obtain and maintain all material
licenses, certificates of approval, consents, registrations, permits, government
approvals, franchises, authorizations and other rights necessary for the operation
of its business to the extent that a failure to do so could reasonably be expected
to have a Material Adverse Effect.(d)
    
    Use of Proceeds.The Borrower shall use all of the proceeds of the Drawdowns for the purposes
permitted by Section 2.3.(e)
    
    Long Term Debt to EBITDA.The Borrower shall maintain or cause to be maintained the ratio of Long Term Debt as
at the last day of each Fiscal Quarter to EBITDA for the four consecutive Fiscal
Quarters ending on such day in a ratio of less than or equal to 3.5 to 1.(f)
    
    Debt to Capital.The Borrower shall at all times maintain or cause to be maintained the ratio of Debt
to Capital in a ratio of less than or equal to 0.60 to 1.




---



##### 



-44- 
 (g)
    
    Tangible Net Worth.The Borrower shall at all times maintain or cause to be maintained Tangible Net
Worth in an amount greater than or equal to U.S. $1,250,000,000.(h)
    
    Insurance.The Borrower shall, and shall cause each of the Material Subsidiaries to, maintain
insurance with respect to its properties and business against loss or damage of the
kind customarily insured against by companies engaged in the same or similar
business, of such types and in such amounts as are customarily carried under such
circumstances by such other companies.(i)
    
    Taxes.The Borrower shall, and shall cause each of the Material Subsidiaries to, file all
material tax returns and tax reports required by law to be filed by it and pay all
material taxes, rates, government fees and dues levied, assessed or imposed upon it
and upon its property or assets or any part thereof, as and when the same become due
and payable (save and except when and so long as the validity of any such taxes,
rates, fees, dues, levies, assessments or imposts is being contested in good faith
by appropriate proceedings and adequate reserves are being maintained in accordance
with GAAP), and the Borrower shall deliver to the Agent, when requested, written
evidence of such filings and payments.(j)
    
    Books and Records.The Borrower shall, and shall cause each of the Material Subsidiaries to, keep
proper books of account and records covering all its business and affairs on a
current basis, make full, true and correct entries in all material respects of their
transactions in such books, set aside on their books from their earnings all such
proper reserves as required by GAAP and permit representatives of the Agent to
inspect such books of account, records and documents and to make copies therefrom
during reasonable business hours and upon reasonable notice and to discuss the
affairs, finances and accounts of the Companies with the officers of the Companies
and their auditors during reasonable business hours and upon reasonable notice;
provided, however, that absent an Event of Default which is then continuing, all but
one such inspection in any 12 month period shall be at the Agents expense.(k)
    
    Environmental Matters.The Borrower shall, as soon as practicable and in any event within 30 days, notify
the Agent and provide copies upon receipt of all written claims, complaints, notices
or inquiries from a Governmental Authority relating to the condition of the
facilities and properties of the Companies or compliance with Environmental Laws,
which claims, complaints, notices or inquiries relate to matters which would have,
or may reasonably be expected to have, a Material Adverse Effect, and shall, and
shall cause each of the Subsidiaries to, proceed diligently to resolve any such
claims, complaints, notices or inquiries relating to compliance with Environmental
Laws and provide such information and certifications which the Agent may reasonably
request from time to time to evidence compliance with this provision.




---



##### 



-45- 
 (l)
    
    Notice of Default or Event of Default.Upon the occurrence of a Default or an Event of Default, the Borrower shall promptly
deliver to the Agent a notice specifying the nature and date of occurrence of such
Default or Event of Default and the action which the Borrower proposes to take with
respect thereto.(m)
    
    Ranking of Obligations.The Borrower shall at all times ensure that the Obligations rank at least pari passu
with the most senior unsecured, unsubordinated Debt of the Borrower.
 9.2 Negative Covenants of the Borrower
  (a)
    
    Encumbrances.The Borrower shall not, and shall not suffer or permit any of the Subsidiaries to,
enter into or grant, create, assume or suffer to exist any Lien affecting any of its
property, assets or undertaking, save and except only for the Permitted Liens.(b)
    
    Corporate Existence.The Borrower shall not change its jurisdiction of continuation or incorporation.
The Borrower shall not, and shall not suffer or permit any of the Material
Subsidiaries to, take part in any amalgamation, merger, winding-up, dissolution,
capital or corporate reorganization or similar proceeding or arrangement, except
that: (i) any of them may amalgamate or merge with any Subsidiary which is a direct
or indirect Wholly-Owned Subsidiary of the Borrower, (ii) any Material Subsidiary
may wind up into any other Subsidiary or the Borrower if it is a direct Wholly-Owned
Subsidiary of the entity or entities into which it is winding up, (iii) any of them
may transfer any or all of its assets to any Subsidiary which is a direct or
indirect Wholly-Owned Subsidiary of the Borrower, and (iv) the Borrower or any
Material Subsidiary may merge or amalgamate with any other person (other than as
contemplated in subclauses (i) through (iii), inclusive, of this Section 9.2(b)
above) so long as the Borrower or such Material Subsidiary is the surviving entity
of such merger or amalgamation; provided that:
 (A)
    
    in each case, no Default and no Event of
Default shall have occurred and be continuing, or will occur as a
result of such transaction, or shall exist immediately after the
consummation of such transaction; and(B)
    
    in each case, where the transaction involves
the Borrower, the Borrower, surviving entity or other successor thereto
(each, a Successor) shall have executed and delivered or caused to be
executed and delivered to the Agent such instruments and shall have
done or caused to be done such things as, in the reasonable opinion of
Lenders Counsel, are necessary or advisable to establish that upon the
consummation of such transaction: (I) the Successor will have assumed
all the covenants and obligations of the Borrower under this Agreement and the other
Documents and (II) this Agreement and the other Documents, as the
case may be, will be valid and binding obligations of the Successor,
entitling the Lenders and the Agent, as against the Successor, to
exercise all their respective rights under this




---



##### 



-46- Agreement and the other Documents to the same extent that the Lenders and the Agent
were entitled to exercise such rights against the Borrower prior to
such transaction.
 (c)
    
    Change in Operations.The Borrower shall not materially change the nature or conduct of its consolidated
operations as carried on as at the date hereof.(d)
    
    Disposition of Assets.During any Fiscal Year, the aggregate net book value of the assets disposed of by
the Companies (including any disposition by reason of an expropriation of such
assets but excluding any disposition of inventory in the ordinary course of
business, any disposition of obsolete, unusable or redundant assets or any
disposition to the Borrower or any Subsidiary) shall not exceed 25% of Total Assets
as at the last day of the immediately preceding Fiscal Year. Notwithstanding the
foregoing but for greater certainty, the disposition of assets as a result of the
securitization of assets shall only be included in the foregoing calculation if the
assets are transferred to create a securitized asset pool or to increase the overall
size of a securitized asset pool but not if the assets are transferred to replenish
a depleting securitized asset pool.(e)
    
    Debt of Subsidiaries.Debt of Subsidiaries shall not at any time exceed U.S. $650,000,000 in the aggregate.
 9.3 Agent May Perform Covenants
  ARTICLE 10
EVENTS OF DEFAULT AND ACCELERATION
 10.1 Events of Default
 Event of Default
 (a)
    
    a breach of Section 2.16;(b)
    
    the non-payment of any amount due hereunder (other than the repayment pursuant
to Section 2.16) within five Banking Days after notice of non-payment has been given to
the Borrower by the Agent;




---



##### 



(c)
    
    the commencement by the Borrower or a Material Subsidiary of proceedings for
its dissolution, liquidation or winding up or for the suspension of its operations
except as permitted under Section 9.2(b);(d)
    
    the commencement by any person (other than the Companies) of proceedings for
the dissolution, liquidation or winding-up of, or for the suspension of the operations
of, the Borrower or a Material Subsidiary unless such proceedings are dismissed or
stayed within 20 Banking Days of the commencement thereof;(e)
    
    the Borrower or any Material Subsidiary:
 (i)
    
    admits its inability to pay its debts generally as they become
due or fails to pay its debts generally as they become due;(ii)
    
    files an assignment or petition in bankruptcy or a petition to
take advantage of any insolvency statute;(iii)
    
    makes an assignment for the benefit of its creditors;(iv)
    
    consents to the appointment of a receiver, trustee, sequestrator
or other custodian of the whole or any part of its assets;(v)
    
    files a petition, notice or answer seeking a reorganization,
proposal, arrangement, adjustment or composition under applicable bankruptcy
laws or any other applicable law or statute; or(vi)
    
    is adjudged by a court having jurisdiction a bankrupt or
insolvent, or a decree or order of a court having jurisdiction is entered for
the appointment of a receiver, liquidator, trustee or assignee in bankruptcy
with such decree or order remaining in force and undischarged or unstayed for a
period of 30 days;
 (f)
    
    any representation, warranty or written certification made by any of the
Companies in any Document or in any other document, agreement or instrument delivered
pursuant hereto or referred to herein proves to have been incorrect in any material
respect when made or furnished except to the extent that the circumstances giving rise
to this Event of Default are cured within 10 Banking Days of the occurrence thereof;(g)
    
    a writ, execution, attachment or similar process is issued or levied against
all or any portion of the property or assets of the Borrower or any Material Subsidiary
in connection with any judgment against the Borrower or any Material Subsidiary in an
amount exceeding Cdn. $40,000,000 or the Equivalent Amount thereof in United States
Dollars or the equivalent thereof in any other currency and such writ, execution,
attachment or similar process is not released, bonded, satisfied, discharged, vacated
or stayed within thirty days after its entry, commencement or levy;(h)
    
    the breach or failure of due observance or performance by the Borrower of any
of Sections 9.1(e), (f) or (g) or 9.2(d);(i)
    
    the breach or failure of due observance or performance by the Borrower of any
covenant or provision of this Agreement other than those heretofore or hereafter dealt
with in this Section 10.1, or the breach or failure of due observance or performance by
any of the Companies of any covenant or provision of any other Document (including,
without limitation, the Agency Fee




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##### 



-48- 
  (j)
    
    one or more encumbrancers, lienors or landlords take possession of property or
assets of the Borrower or any Material Subsidiary in respect of a claim in excess of
Cdn. $40,000,000 or the Equivalent Amount thereof in United States Dollars or the
equivalent thereof in any other currency or attempt to enforce their security or other
remedies against any part of the property or assets of the Borrower or any Material
Subsidiary in respect of a claim in excess of Cdn. $40,000,000 or the Equivalent Amount
thereof in United States Dollars or the equivalent thereof in any other currency and
such possession or enforcement is not released, bonded, satisfied, discharged, vacated
or stayed within thirty days after its entry, commencement or levy;(k)
    
    an event of default (after the expiry of all applicable grace periods) under
any one or more agreements, indentures or instruments under which the Borrower or any
Material Subsidiary has outstanding Debt in excess of Cdn. $40,000,000 or the
Equivalent Amount thereof in United States Dollars or the equivalent thereof in any
other currency shall happen and be continuing without being cured or discharged by
repayment, or any Debt of the Borrower or any Material Subsidiary in excess of Cdn.
$40,000,000 or the Equivalent Amount thereof in United States Dollars or the equivalent
thereof in any other currency which is payable on demand is not paid on demand;(l)
    
    this Agreement is determined by a court of competent jurisdiction not to be
valid and enforceable by the Agent and the Lenders against the Borrower, and this
Agreement has not been replaced by a valid and enforceable document which is prepared
by the Agent and presented to the Borrower and is equivalent in effect and commercial
terms (where possible) to this Agreement (other than its; validity and enforceability)
and is executed and delivered by the Borrower within thirty days following such
presentment;(m)
    
    any ERISA Affiliate shall fail to pay when due an amount or amounts aggregating
in excess of the Equivalent Amount in United States Dollars of Cdn. $40,000,000 (or the
equivalent thereof in any other currency) which it shall have become liable to pay
under Section 4062, 4063 or 4064 of ERISA; or notice of intent to terminate a Plan
shall be filed under Title IV of ERISA by any ERISA Affiliate, any plan administrator
or any combination of the foregoing if such termination would result in a Material
Adverse Effect; or the PBGC shall institute proceedings under Title IV of ERISA to
terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in
respect of, or to cause a trustee to be appointed to administer any Plan, if such
action by the PBGC would result in a Material Adverse Effect; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of section
42l9(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause
one or more ERISA Affiliates to incur a current annual payment obligation in excess of
the Equivalent Amount in United States Dollars of Cdn. $40,000,000 (or the equivalent
thereof in any other currency); or(n)
    
    any person alone or acting jointly in concert with any other person shall own
more than one-half of the outstanding voting securities of the Borrower.
 10.2 Acceleration
  (a)
    
    the entire principal amount of all Loans then outstanding and all accrued and
unpaid interest thereon,




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##### 



-49- 
 (b)
    
    an amount equal to the aggregate face amount at maturity of all Bankers
Acceptances issued by the Borrower which are unmatured, and(c)
    
    all other Obligations outstanding hereunder,
  10.3 Conversion on Default
  10.4 Remedies Cumulative and Waivers
  10.5 Termination of Lenders Obligations




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##### 



-50- ARTICLE 11
CHANGE OF CIRCUMSTANCES
 11.1 Market Disruption Respecting Libor Loans
  (a)
    
    by reason of circumstances affecting the London interbank market, adequate and
fair means do not exist for ascertaining the rate of interest with respect to, or
deposits are not available in sufficient amounts in the ordinary course of business at
the rate determined hereunder to fund, a requested Libor Loan during the ensuing
Interest Period selected;(b)
    
    the making or continuing of the requested Libor Loan by such Lender has been
made impracticable by the occurrence of an event which materially adversely affects the
London interbank market generally; or(c)
    
    the Libor Rate will not or does not represent the effective cost to such Lender
of United States Dollar deposits in such market for the relevant Interest Period,
  11.2 Market Disruption Respecting Bankers Acceptances
  (a)
    
    the Agent (acting reasonably) makes a determination, which determination shall
be conclusive and binding upon the Borrower, and notifies the Borrower, that there no
longer exists an active market for bankers acceptances accepted by the Lenders; or(b)
    
    the Agent is advised by Lenders holding at least 20% of the Commitments of all
Lenders hereunder by written notice (each, a Lender BA Suspension Notice) that such
Lenders have determined (acting reasonably) that the BA Discount Rate will not or does
not accurately reflect the cost of




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##### 



-51- 
   (c)
    
    the right of the Borrower to request Bankers Acceptances or BA Equivalent
Advances from any Lender shall be suspended until the Agent determines that the
circumstances causing such suspension no longer exist, and so notifies the Borrower and
the Lenders;(d)
    
    any outstanding Drawdown Notice requesting a Loan by way of Bankers
Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice
requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the
original Drawdown Notice;(e)
    
    any outstanding Conversion Notice requesting a Conversion of a Loan by way of
U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers Acceptances or BA
Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion
of such Loan into a Loan by way of Canadian Prime Rate Loans; and(f)
    
    any outstanding Rollover Notice requesting a Rollover of a Loan by way of
Bankers Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion
Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate
Loans.
  11.3 Change in Law
  (a)
    
    subjects such Lender to, or causes the withdrawal or termination of a
previously granted exemption with respect to, any Taxes (other than Taxes on such
Lenders overall income or capital), or changes the basis of taxation of payments due
to such Lender, or increases any existing Taxes (other than Taxes on such Lenders
overall income or capital) on payments of principal, interest or other amounts payable
by the Borrower to such Lender under this Agreement;(b)
    
    imposes, modifies or deems applicable any reserve, liquidity, special deposit,
regulatory or similar requirement against assets or liabilities held by, or deposits in
or for the account of, or loans by such Lender, or any acquisition of funds for loans
or commitments to fund loans or obligations in respect of undrawn, committed lines of
credit or in respect of Bankers Acceptances accepted by such Lender;




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##### 



-52- 
 (c)
    
    imposes on such Lender or requires there to be maintained by such Lender any
capital adequacy or additional capital requirements (including, without limitation, a
requirement which affects such Lenders allocation of capital resources to its
obligations) in respect of any Loan or obligation of such Lender hereunder, or any
other condition with respect to this Agreement; or(d)
    
    directly or indirectly affects the cost to such Lender of making available,
funding or maintaining any Loan (other than changes in Taxes on such Lenders overall
income) or otherwise imposes on such Lender any other condition or requirement
affecting this Agreement or any Loan or any obligation of such Lender hereunder;
  (e)
    
    to increase the cost to such Lender of performing its obligations hereunder
with respect to any Loan;(f)
    
    to reduce any amount received or receivable by such Lender hereunder or its
effective return hereunder or on its capital in respect of any Loan or the Credit
Facility;(g)
    
    to reduce the standby fees payable to such Lender pursuant to Section 5.6; or(h)
    
    to cause such Lender to make any payment with respect to or to forego any
return on or calculated by reference to, any amount received or receivable by such
Lender hereunder with respect to any Loan or the Credit Facility;
 Additional Compensation
  (a)
    
    if it is not generally claiming similar compensation from its other customers
in similar circumstances; or(b)
    
    in respect of any period greater than 9 months prior to the delivery of notice
in respect thereof by such Lender, unless the adoption, change or other event or
circumstance giving rise to the claim for Additional Compensation is retroactive or is
retroactive in effect.
 11.4 Prepayment of Portion
 Affected Loan




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##### 



-53-  11.5 Illegality
  ARTICLE 12
COSTS, EXPENSES AND INDEMNIFICATION
 12.1 Costs and Expenses




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##### 



-54- th
 12.2 General Indemnity
  (a)
    
    any cost or expense incurred by reason of the liquidation or re-deployment in
whole or in part of deposits or other funds required by any Lender to fund or maintain
any Loan as a result of the Borrowers failure to complete a Drawdown or to make any
payment, repayment or prepayment on the date required hereunder or specified by it in
any notice given hereunder;(b)
    
    subject to permitted or deemed Rollovers and Conversions, the Borrowers
failure to provide for the payment to the Agent for the account of the Lenders of the
full principal amount of each Bankers Acceptance on its maturity date;(c)
    
    the Borrowers failure to pay any other amount, including without limitation
any interest or fee, due hereunder on its due date after the expiration of any
applicable grace or notice periods (subject, however, to the interest obligations of
the Borrower hereunder for overdue amounts);(d)
    
    the Borrowers repayment or prepayment of a Libor Loan otherwise than on the
last day of its Interest Period;(e)
    
    the prepayment of any outstanding Bankers Acceptance before the maturity date
of such Bankers Acceptance;(f)
    
    the Borrowers failure to give any notice required to be given by it to the
Agent or the Lenders hereunder;(g)
    
    the failure of the Borrower to make any other payment due hereunder;(h)
    
    any inaccuracy or incompleteness of the Borrowers representations and
warranties contained in Article 8;(i)
    
    any failure of the Borrower to observe or fulfil its obligations under Article
9;(j)
    
    any failure of the Borrower to observe or fulfil any other Obligation not
specifically referred to above; or(k)
    
    the occurrence of any Default or Event of Default in respect of the Borrower,




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##### 



-55- 12.3 Judgment Currency
 Judgment Currency
 (a)
    
    the date of actual payment of the amount due, in the case of any proceeding in
the courts of any jurisdiction that will give effect to such conversion being made on
such date; or(b)
    
    the date on which the judgment is given, in the case of any proceeding in the
courts of any other jurisdiction (the date as of which such conversion is made pursuant
to this Section being hereinafter in this Section referred to as the Judgment
Conversion Date).
   rate of exchange
 12.4 Limits on Liability of Indemnified Parties




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##### 



-56- ARTICLE 13
THE AGENT AND ADMINISTRATION OF THE CREDIT FACILITY
 13.1 Authorization and Action
   13.2 Procedure for Making Loans




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##### 



-57-  13.3 Remittance of Payments
  13.4 Redistribution of Payment
  (a)
    
    if the Lender exercises any security against or right of counter-claim, set off
or bankers lien or similar right with respect to the property of the Borrower or if
under any applicable bankruptcy, insolvency or other similar law it receives a secured
claim and collateral for which it is, or is entitled to exercise any set-off against, a
debt owed by it to the Borrower, the Lender shall apportion the amount thereof
proportionately between:
 (i)
    
    such Lenders Rateable Portion of all outstanding Obligations
owing by the Borrower (including the face amounts at maturity of Bankers
Acceptances accepted by the Lenders), which amounts shall be applied in
accordance with Section 13.4(b); and(ii)
    
    amounts otherwise owed to such Lender by the Borrower,




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##### 



-58- (A)
    
    a right or claim which arises or exists in respect
of a loan or other debt in respect of which the relevant Lender holds a
Lien which is a Permitted Encumbrance;(B)
    
    cash collateral provided, or the exercise of rights
of counterclaim, set-off or bankers lien or similar rights, in respect
of account positioning arrangements for the Borrower and its Subsidiaries
provided by a Lender in the ordinary course of business or in respect of
other cash management services provided by a Lender in the ordinary
course of business;(C)
    
    any reduction in amounts owing to the Borrower or a
Subsidiary upon the termination of Hedging Instruments entered into with
the relevant Lender or its Affiliates; or(D)
    
    any payment to with a Lender is entitled as a
result of any credit derivative or other form of credit protection
obtained by such Lender;
 (b)
    
    if, in the aforementioned circumstances, the Lender, through the exercise of a
right, or the receipt of a secured claim described in Section 13.4(a) above or
otherwise, receives payment of a proportion of the aggregate amount of Obligations due
to it hereunder which is greater than the proportion received by any other Lender in
respect of the aggregate Obligations due to the Lenders (having regard to the
respective Rateable Portions of the Lenders), the Lender receiving such proportionately
greater payment shall purchase, on a non-recourse basis at par, and make payment for a
participation (which shall be deemed to have been done simultaneously with receipt of
such payment) in the outstanding Loans of the other Lender or Lenders so that their
respective receipts shall be pro ratato their respective Rateable Portions; provided,
however, that if all or part of such proportionately greater payment received by such
purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee,
liquidator, receiver or receiver-manager or person with analogous powers from the
purchasing Lender, such purchase shall be rescinded and the purchase price paid for
such participation shall be returned to the extent of such recovery, but without
interest unless the purchasing Lender is required to pay interest on such amount, in
which case each selling Lender shall reimburse the purchasing Lender pro ratain
relation to the amounts received by it. Such Lender shall exercise its rights in
respect of such secured claim in a manner consistent with the rights of the Lenders
entitled under this Section to share in the benefits of any recovery on such secured
claims; and(c)
    
    if the Lender does, or is required to do, any act or thing permitted by Section
13.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.
 13.5 Duties and Obligations
  (a)
    
    may assume that there has been no assignment or transfer by any means by the
Lenders of their rights hereunder, unless and until the Agent receives written notice
of the assignment thereof from such Lender and the Agent receives from the assignee an
executed Assignment Agreement providing, inter alia, that such assignee is bound hereby
as it would have been if it had been an original Lender party hereto;




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##### 



-59- 
 (b)
    
    may consult with legal counsel (including receiving the opinions of Borrowers
counsel and Lenders Counsel required hereunder), independent public accountants and
other experts selected by it and shall not be liable for any action taken or omitted to
be taken in good faith by it in accordance with the advice of such counsel, accountants
or experts;(c)
    
    shall incur no liability under or in respect of this Agreement by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telegram, cable, facsimile transmission, electronic mail or other electronic means of
communication which may generate a written record thereof) believed by it to be genuine
and signed or sent by the proper party or parties or by acting upon any representation
or warranty of the Borrower made or deemed to be made hereunder;(d)
    
    may assume that no Default or Event of Default has occurred and is continuing
unless it has actual knowledge to the contrary;(e)
    
    may rely as to any matters of fact which might reasonably be expected to be
within the knowledge of any person upon a certificate signed by or on behalf of such
person;(f)
    
    shall not be bound to disclose to any other person any information relating to
the Borrower, any of its Subsidiaries or any other person if such disclosure would or
might in its opinion constitute a breach of any applicable law, be in default of the
provisions hereof or be otherwise actionable at the suit of any other person; and(g)
    
    may refrain from exercising any right, power or discretion vested in it which
would or might in its reasonable opinion be contrary to any applicable law or any
directive or otherwise render it liable to any person, and may do anything which is in
its reasonable opinion necessary to comply with such applicable law.
  13.6 Prompt Notice to the Lenders
  13.7 Agents and Lenders Authorities




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##### 



-60-  13.8 Lender Credit Decision
  13.9 Indemnification of Agent
 pro rata pro rata
 13.10 Successor Agent
 Successor Agent




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##### 



-61-  13.11 Taking and Enforcement of Remedies
   13.12 Reliance Upon Agent




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##### 



-62-  13.13 No Liability of Agent
  13.14 The Agent and Defaulting Lenders
    (a)
    
    first, to reimburse the Agent for any amounts owing to it by the Defaulting
Lender pursuant to any Document;(b)
    
    second, to repay on a pro rata basis any (i) Loans made by a Lender pursuant to
Section 14.2(4) in order to fund a shortfall created by a Defaulting Lender which
repayment shall be in the form of an assignment by each such Lender of such Loan to the
Defaulting Lender against receipt of such repayment, and (ii) any payments made by a
Lender pursuant to Section 13.14(2) in order to fund a shortfall created by a
Defaulting Lender;(c)
    
    third, to cash collateralize all other obligations of such Defaulting Lender to
the Agent owing pursuant to this Agreement in such amount as shall be determined from
time to time by the Agent in its discretion, including such Defaulting Lenders
obligation to pay its Rateable Portion of any indemnification or expense reimbursement
amounts not paid by the Borrower; and(d)
    
    fourth, to fund from time to time the Defaulting Lenders Rateable Portion of
Loans.




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##### 



-63-  13.15 Article for Benefit of Agent and Lenders
  ARTICLE 14
GENERAL
 14.1 Exchange and Confidentiality of Information
  Information
 (a)
    
    the Agent and the Lenders may disclose all or any part of the Information if,
in their reasonable opinion, such disclosure is required: (i) by their respective
auditors, or (ii) in connection with any actual or threatened judicial, administrative
or governmental proceedings (including proceedings initiated under or in respect of
this Agreement or upon the request of its independent auditors or a Governmental
Authority having jurisdiction over it);(b)
    
    the Agent and the Lenders shall incur no liability in respect of any
Information required to be disclosed by any applicable law, or by applicable treaty,
order, policy or directive having the force of law, to the extent of such requirement;(c)
    
    the Agent and the Lenders may provide Lenders Counsel and their other agents
and professional advisors with any Information; provided that such persons shall be
under a like duty of confidentiality to that contained in this Section 14.1;(d)
    
    the Agent and each of the Lenders shall incur no liability in respect of any
Information: (i) which is or becomes readily available to the public (other than by a
breach hereof) or which has been made readily available to the public by the Borrower
or its Subsidiaries, (ii) which the Agent or the relevant Lender can show was, prior to receipt thereof from the Borrower, lawfully in
the Agents or Lenders possession and not then subject to any obligation on its part
to the Borrower to




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##### 



-64- maintain confidentiality, or (iii) which the Agent or the relevant
Lender received from a third party who was not, to the knowledge of the Agent or such
Lender, under a duty of confidentiality to the Borrower at the time the information
was so received;(e)
    
    the Agent and the Lenders may disclose the Information to other financial
institutions and other persons in connection with the assignment by a Lender of the
Credit Facility or the granting by a Lender of a participation in the Credit Facility
where such financial institution or other person agrees to be under a like duty of
confidentiality to that contained in this Section; and(f)
    
    the Agent and the Lenders may disclose all or any part of the Information so as
to enable the Agent and the Lenders to initiate any lawsuit against the Borrower or to
defend any lawsuit commenced by the Borrower the issues of which touch on the
Information, but only to the extent such disclosure is necessary to the initiation or
defense of such lawsuit.
 14.2 Nature of Obligation under this Agreement; Defaulting Lenders
    (a)
    
    the standby fees payable pursuant to Section 5.6 shall cease to accrue on the
unused portion of the Commitment of such Defaulting Lender;(b)
    
    a Defaulting Lender shall not be included in determining whether, and the
Commitment and the Rateable Portion of the Outstanding Principal of such Defaulting
Lender shall not be included in determining whether, all Lenders or the Majority of the
Lenders have taken or may take any action hereunder (including any consent to any
amendment or waiver pursuant to Section 14.10), provided that any waiver, amendment or
modification requiring the consent of all Lenders or each affected Lender that affects
such Defaulting Lender differently than other affected Lenders shall require the
consent of such Defaulting Lender; and(c)
    
    for the avoidance of doubt, the Borrower shall retain and reserve its other
rights and remedies respecting each Defaulting Lender.




---



##### 



-65- 14.3 Notices
   st
 
  rd
 
   14.4 Governing Law




---



##### 



-66- 14.5 Benefit of the Agreement
  14.6 Assignment
  14.7 Participations
  14.8 Severability
  14.9 Whole Agreement
  14.10 Amendments and Waivers
  (a)
    
    an amendment or waiver which changes or relates to (i) the amount or type of
the Loans available hereunder (or decreases in the periods of notice for Drawdowns,
Conversions, Rollovers or voluntary prepayment of Loans) or any Lenders Commitment,
(ii) decreases in the rates of




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##### 



-67- interest, Bankers Acceptance fees or standby fees, or deferral of the dates of
payment of interest, Bankers Acceptance fees, standby fees or mandatory repayments
of principal, (iii) Section 2.3, Section 2.4, Section 2.16, Section 2.17 or Section
2.18, (iv) decreases in the amount of or deferral of the dates of payment of other
amounts payable hereunder (other than fees payable for the account of Agent), (v) the
subordination of any of the Obligations, (vi) the definition of Majority of the
Lenders, (vii) any provision hereof contemplating or requiring consent, approval or
agreement of all Lenders, the Lenders or similar expressions or permitting waiver
of conditions or covenants or agreements by all Lenders, the Lenders or similar
expressions, (viii) the definition of Event of Default or (ix) this Section, shall
require the agreement or waiver of all the Lenders; and(b)
    
    an amendment or waiver which changes or relates to the rights and/or
obligations of the Agent shall also require the agreement of the Agent thereto.
  14.11 Further Assurances
  14.12 Attornment
  14.13 Time of the Essence
  14.14 Credit Agreement Governs
  [The remainder of this page has been intentionally left blank.]




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##### 



-68- 14.15 Counterparts
   POTASH CORPORATION OF
SASKATCHEWAN INC.By:
    /s/ Wayne BrownleeName:
    Wayne BrownleeTitle:
    Executive Vice President and Chief Financial OfficerBy:
    /s/ Denis SiroisName:
    Denis SiroisTitle:
    Vice President and Controller




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##### 



-69-  LENDERS:
 THE BANK OF NOVA SCOTIABy:
    /s/ Richard LeeName:
    Richard LeeTitle:
    Managing DirectorBy:
    /s/ Jeff CebrykName:
    Jeff CebrykTitle:
    Director




---



##### 



-70- ROYAL BANK OF CANADABy:
    /s/ Stam FountoulakisName:
    Stam FountoulakisTitle:
    Authorized Signatory




---



##### 



-71- BANK OF MONTREALBy:
    /s/ Sean P. GallowayName:
    Sean P. GallowayTitle:
    Vice President




---



##### 



-72- HSBC BANK CANADABy:
    /s/ Greg GannettName:
    Greg GannettTitle:
    DirectorBy:
    /s/ Quyen QuachName:
    Quyen QuachTitle:
    Relationship Manager




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##### 



-73- BANK OF AMERICA, N.A., CANADA BRANCHBy:
    /s/ Clara McGibbonName:
    Clara McGibbonTitle:
    Assistant Vice President




---



##### 



-74- CANADIAN IMPERIAL BANK OF COMMERCEBy:
    /s/ Kevin CharkoName:
    Kevin CharkoTitle:
    DirectorBy:
    /s/ Tim ThomasName:
    Tim ThomasTitle:
    Managing Director




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##### 



-75- EXPORT DEVELOPMENT CANADABy:
    /s/ Margaret MichalskiName:
    Margaret MichalskiTitle:
    Senior Associate, FinancingBy:
    /s/ Carl BurlockName:
    Carl BurlockTitle:
    Director, Financing




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##### 



-76- AGENT:THE BANK OF NOVA SCOTIA,
in its capacity as the AgentBy:
    /s/ Alastair BorthwickName:
    Alastair BorthwickTitle:
    Director




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##### 



SCHEDULE A
 LENDERS AND COMMITMENTS
 Lender
    
    CommitmentThe Bank of Nova Scotia
    
    Commitment:U.S. $350,000,000Royal Bank of Canada
    
    Commitment:U.S. $350,000,000Bank of Montreal
    
    Commitment:U.S. $350,000,000HSBC Bank Canada
    
    Commitment:U.S. $100,000,000Bank of America, N.A., Canada Branch
    
    Commitment:U.S. $100,000,000Canadian Imperial Bank of Commerce
    
    Commitment:U.S. $100,000,000Export Development Canada
    
    Commitment:U.S. $150,000,000




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##### 



SCHEDULE B
 LENDER ASSIGNMENT AGREEMENT
 · · ·
  ·
 Assignor
   ·
 Assignee
   THE BANK OF NOVA SCOTIA  Agent
  Borrower Credit Agreement




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##### 



- 2 - 1.
    
    INTERPRETATION
 (a)
    
    In this Agreement, including the recitals, capitalized terms used herein, and
not otherwise defined herein, shall have the same meanings attributed thereto as set
forth in the Credit Agreement. In addition, the following terms shall have the
following meanings:
 (i)
    
    Assigned Commitment has the meaning set forth in
Section 2 hereof;
 (ii)
    
    Assigned Interests has the meaning set forth in
Section 2 hereof; and
 (iii)
    
    Assumed Obligations has the meaning set forth in
Section 4 hereof.
 (b)
    
    The division of this Agreement into Articles, Sections, paragraphs and other
subdivisions and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation hereof.
 (c)
    
    In this Agreement:
 (i)
    
    the terms this Agreement, hereof, herein, hereunder and
similar expressions refer, unless otherwise specified, to this Lender
Assignment Agreement taken as a whole and not to any particular section,
subsection or paragraph;
 (ii)
    
    words importing the singular number or masculine gender shall
include the plural number or the feminine or neuter genders, and vice versa;
and
 (iii)
    
    words and terms denoting inclusiveness (such as include or
includes or including), whether or not so stated, are not limited by their
context or by the words or phrases which precede or succeed them.
 (d)
    
    This Agreement shall be governed by and interpreted in accordance with the laws
of the Province of Ontario and the federal laws of Canada applicable therein. The
parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of
the Province of Ontario, without prejudice to the rights of the parties to take
proceedings in any other jurisdictions.
 (e)
    
    If any provision of this Agreement shall be invalid, illegal or unenforceable
in any respect in any jurisdiction, it shall not affect the validity, legality or
enforceability of any such provision in any other jurisdiction or the validity,
legality or enforceability of any other provision of this Agreement.
 2.
    
    ASSIGNMENT OF RIGHTS BY ASSIGNOR




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##### 



- 3 - (a)
    
    subject as provided in Section 3(a) hereof, [allOR·   % of all]of
the Assignors right, title and interest in, to and under each of the outstanding Loans
and other Obligations owing by the Borrower to the Assignor under the Credit Facility,
as more particularly described in Exhibit A attached hereto; and
 (b)
    
    [allOR·   %]of the Assignors Commitment, being U.S. $  ·   of
such Commitment (the Assigned Commitment);
 Assigned
Interests
 3.
    
    OUTSTANDING LIBOR LOANS AND ASSIGNOR BAs
 (a)
    
    The parties hereby acknowledge that, on the date hereof, Libor Loans and
Bankers Acceptances accepted by the Assignor and each having terms to maturity ending
on or after the date hereof may be outstanding (collectively, the Outstanding Libor
Loans and Assignor BAs). Notwithstanding any provision of the Credit Agreement or
this Agreement, the Assignee shall have no right, title, benefit or interest in or to
any Outstanding Libor Loans and Assignor BAs. The Assignee shall assume no liability
or obligation to the Assignor in respect of such Outstanding Libor Loans and Assignor
BAs, including in respect of the failure of the Borrower to reimburse the Assignor for
any such Bankers Acceptances accepted by the Assignor on the maturity thereof or any
fees or other amounts due in respect thereof.
 (b)
    
    From time to time, as the Outstanding Libor Loans and Assignor BAs mature and
Rollovers and Conversions are made by the Borrower in respect thereof, the Assignee
shall participate in the Loans effecting such Rollovers and Conversions to the full
extent of its Assigned Commitment in its capacity as a Lender.
 4.
    
    ASSUMPTION OF OBLIGATIONS BY ASSIGNEE
 Assumed Obligations
 5.
    
    CREDIT AGREEMENT REFERENCES; NOTICES
  (a)
    
    the Assignee shall be a Lender for all purposes of the Credit Agreement and the
other Documents and all references therein to Lenders or a Lender shall be deemed
to include the Assignee;




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##### 



- 4 - (b)
    
    the Commitment of the Assignee shall be the Assigned Commitment and all
references in the Credit Agreement to Commitment of the Assignee shall be deemed to
be to the Assigned Commitment;
 (c)
    
    any demand, notice or communication to be given to the Assignee in accordance
with section 14.3 of the Credit Agreement shall be made or given to the following
address or facsimile number (until the Assignee otherwise gives notice in accordance
with such section 14.3):   ·   ; and
 (d)
    
    Schedule A to the Credit Agreement shall be deemed to be and is hereby amended
to the extent necessary to give effect to the assignment of the Assigned Commitment
contemplated hereby and to give effect to Sections 5(a), 5(b) and 5(c) hereof.
 6.
    
    THE AGENT
  7.
    
    NO ENTITLEMENT TO PRIOR INTEREST OR OTHER FEES
  (a)
    
    the fees paid to the Assignor in respect of the establishment of the Credit
Facility;
 (b)
    
    [the fees payable to the Agent pursuant to section 5.7 of the Credit
Agreement;]or [Note:Section 7(b)to be inserted for any assignment by the Lender
which is also acting as the Agent.]
 (c)
    
    the Loans, the Credit Facility or the Credit Agreement for any period of time
or in respect of any event or circumstance prior to the date hereof, including, without
limitation, any standby fees pursuant to section 5.6 of the Credit Agreement.
 8.
    
    CONSENT OF AGENT




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##### 



- 5 - 9.
    
    REPRESENTATIONS AND WARRANTIES
  (a)
    
    it is duly incorporated and validly subsisting under the laws of its governing
jurisdiction;
 (b)
    
    it has all necessary corporate power and authority to enter into this Agreement
and to perform its obligations hereunder and under the Credit Agreement and the other
Documents;
 (c)
    
    the execution, delivery, observance and performance on its part of this
Agreement has been duly authorized by all necessary corporate and other action and this
Agreement constitutes a legal, valid and binding obligation of such party enforceable
against it in accordance with its terms; and
 (d)
    
    all Governmental Authorizations, if any, required for the execution, delivery,
observance and performance by it of this Agreement, the Credit Agreement and the other
Documents have been obtained and remain in full force and effect, all conditions have
been duly complied with and no action by, and no notice to or other filing or
registration with any Governmental Authority is required for such execution, delivery,
observance or performance.
    10.
    
    ASSIGNEE CREDIT DECISION




---



##### 



- 6 -  (a)
    
    to check or inquire on its behalf into the adequacy, accuracy or completeness
of any information provided by the Borrower, any Subsidiary or any other person under
or in connection with the Credit Agreement and other Documents or the transactions
therein contemplated (whether or not such information has been or is hereafter
distributed to the Assignee by the Agent); or
 (b)
    
    to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of the Borrower and its
Subsidiaries.
  11.
    
    PAYMENTS
  12.
    
    AMENDMENTS AND WAIVERS
  13.
    
    GENERAL PROVISIONS
 (a)
    
    The parties hereto shall from time to time and at all times do all such further
acts and things and execute and deliver all such documents as are required in order to
fully perform and carry out the terms of this Agreement.
 (b)
    
    The provisions of this Agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted assigns.




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##### 



- 7 - (c)
    
    This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one full set of counterparts.
 IN WITNESS WHEREOF
 ·   , as AssignorPer:·Per:· ·, as AssigneePer:·Per:· THE BANK OF NOVA SCOTIA,
in its capacity as AgentPer:·Per:·




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##### 



- 8 - Borrowers Acknowledgement and Consent to Assignment:
  (a)
    
    acknowledge and consent to the assignment of the Assigned Interests to the
Assignee and the assumption of the Assumed Obligations by the Assignee;
 (b)
    
    agree to recognize the Assignee as a Lender under the Credit Agreement as fully
as if the Assignee had been an original party to the Credit Agreement; and
 (c)
    
    agree that the Assignor shall have no further liability or obligation in
respect of the Assumed Obligations.
 POTASH CORPORATION OF
SASKATCHEWAN INC.Per:·Per:·




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##### 



SCHEDULE C
 COMPLIANCE CERTIFICATE
 TO:
    
    The Bank of Nova Scotia, in its capacity as agent of the Lenders (the Agent)
 AND TO:
    
    Each of the Lenders
 1.
    
    Reference is made to the Credit Agreement made as of May 29, 2008 and amended and restated as
of January 21, 2009 between Potash Corporation of Saskatchewan Inc., as Borrower, The Bank of
Nova Scotia, Royal Bank of Canada, Bank of Montreal, HSBC Bank Canada, Bank of America, N.A.,
Canada Branch, Canadian Imperial Bank of Commerce and Export Development Canada and the other
persons who are or may become party thereto in their capacity as Lenders and the Agent and
relating to the establishment of a certain credit facility in favour of the Borrower (as
amended, modified, supplemented or restated from time to time, the Credit Agreement).
Capitalized terms used herein, and not otherwise defined herein, shall have the meanings
attributed to such terms in the Credit Agreement.2.
    
    This Compliance Certificate is delivered to the Agent pursuant to Section 9.1(a)(iv) of the
Credit Agreement.3.
    
    The undersigned, [name], [title]of the Borrower, hereby certifies that, as of the date of
this Compliance Certificate, I have made or caused to be made such investigations as are
necessary or appropriate for the purposes of this Compliance Certificate and:
 (a)
    
    as at the end of the aforementioned [Fiscal QuarterORFiscal Year],
the ratio of Long Term Debt as at the last day of such period to EBITDA for the four
consecutive Fiscal Quarters ending on such day was [  ·   ]:1.0;(b)
    
    as at the end of the aforementioned [Fiscal QuarterORFiscal Year],
the ratio of Debt to Capital was [  ·   ]:1.0;(c)
    
    as at the end of the aforementioned [Fiscal Quarter OR Fiscal Year], the
Tangible Net Worth of the Borrower was U.S. $[  ·   ];(d)
    
    as at the end of the aforementioned [Fiscal Quarter OR Fiscal Year], the
aggregate Debt of the Subsidiaries of the Borrower was U.S. $[  ·   ]; [and](e)
    
    [during the Fiscal Year ending   ·   , 20   ·   , the aggregate net book value
of the assets disposed of by the Companies (including any disposition by reason of an
expropriation of such assets but excluding any disposition of inventory in the ordinary
course of business and the disposition of assets as a result of the securitization of
assets shall only be included in the foregoing calculation if the assets are
transferred to create a securitized asset pool or to increase the overall size of a
securitized asset pool but not if the assets are transferred to
replenish a depleting securitized asset pool) was U.S.$ [  ·   ] and Total Assets
as of the last day of the immediately preceding Fiscal Year was U.S.$ [  ·   ];
and]




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##### 



- 2 - [Note: Insert3(e)only for year end Compliance Certificate.](f)
    
    to the best of my knowledge, information and belief and after due inquiry, no
Default or Event of Default has occurred and is continuing.
 [title]
 [  ·   ] [  ·   ] [  ·   ] [  ·   ]




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##### 



SCHEDULE D
 CONVERSION NOTICE
 TO:
    
    The Bank of Nova Scotia, in its capacity as agent of the Lenders (the Agent)
 DATE:
 1.
    
    This Conversion Notice is delivered to you pursuant to the terms and conditions of the Credit
Agreement made as of May 29, 2008 and amended and restated as of January 21, 2009 between
Potash Corporation of Saskatchewan Inc., as Borrower, The Bank of Nova Scotia, Royal Bank of
Canada, Bank of Montreal, HSBC Bank Canada, Bank of America, N.A., Canada Branch, Canadian
Imperial Bank of Commerce and Export Development Canada and the other persons party thereto in
their capacity as Lenders and the Agent and relating to the establishment of a certain credit
facility in favour of the Borrower (as amended, modified, supplemented or restated, the
Credit Agreement). Unless otherwise expressly defined herein, capitalized terms set forth
in this Conversion Notice shall have the respective meanings set forth in the Credit
Agreement.2.
    
    The Borrower hereby requests a Conversion as follows:
 (a)
    
    Conversion Date:(b)
    
    Conversion of the following Loans under the Credit Facility:
 (i)
    
    Type of Loan:(ii)
    
    Amount being converted (specify aggregate face amount at maturity
in the case of Bankers Acceptances):(iii)
    
    Interest Period maturity (for Libor Loans and Bankers
Acceptances):INTO the following Loan:(iv)
    
    Type of Loan:(v)
    
    Interest Period (specify term of Libor Loans or Bankers
Acceptances):




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##### 



- 2 - (c)
    
    Payment, delivery or issuance instructions (if any):
 Yours very truly,POTASH CORPORATION OF
SASKATCHEWAN INC.Per:Name:Title:Per:Name:Title:




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##### 



SCHEDULE E
 DRAWDOWN NOTICE
 TO:
    
    The Bank of Nova Scotia, in its capacity as agent of the Lenders (the Agent)
 DATE:
 1.
    
    This Drawdown Notice is delivered to you pursuant to the terms and conditions of the Credit
Agreement made as of May 29, 2008 and amended and restated as of January 21, 2009 between
Potash Corporation of Saskatchewan Inc., as Borrower, The Bank of Nova Scotia, Royal Bank of
Canada, Bank of Montreal, HSBC Bank Canada, Bank of America, N.A., Canada Branch, Canadian
Imperial Bank of Commerce and Export Development Canada and the other persons party thereto in
their capacity as Lenders and the Agent and relating to the establishment of a certain credit
facility in favour of the Borrower (as amended, modified, supplemented or restated, the
Credit Agreement). Unless otherwise expressly defined herein, capitalized terms set forth
in this Drawdown Notice shall have the respective meanings set forth in the Credit Agreement.2.
    
    The Borrower hereby requests a Drawdown as follows:
 (a)
    
    Drawdown Date:(b)
    
    Amount of Drawdown (specify aggregate face amount at maturity in the case of Bankers
Acceptances):(c)
    
    Type of Loan:(d)
    
    Interest Period (specify term for Libor Loans and Bankers Acceptances):(e)
    
    Payment, delivery or issuance instructions (if any):




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##### 



- 2 - Yours very truly,POTASH CORPORATION OF
SASKATCHEWAN INC.Per:Name:Title:Per:Name:Title:




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##### 



SCHEDULE F
 REPAYMENT NOTICE
 TO:
    
    The Bank of Nova Scotia, in its capacity as agent of the Lenders (the Agent)
 DATE:
 1.
    
    This Repayment Notice is delivered to you pursuant to the terms and conditions of the Credit
Agreement made as of May 29, 2008 and amended and restated as of January 21, 2009 between
Potash Corporation of Saskatchewan Inc., as Borrower, The Bank of Nova Scotia, Royal Bank of
Canada, Bank of Montreal, HSBC Bank Canada, Bank of America, N.A., Canada Branch, Canadian
Imperial Bank of Commerce and Export Development Canada and the other persons party thereto in
their capacity as Lenders and the Agent and relating to the establishment of a certain credit
facility in favour of the Borrower (as amended, modified, supplemented or restated, the
Credit Agreement). Unless otherwise expressly defined herein, capitalized terms set forth
in this Repayment Notice shall have the respective meanings set forth in the Credit Agreement.2.
    
    The Borrower hereby gives notice of a repayment as follows:
 (a)
    
    Date of repayment:(b)
    
    Loan(s):(c)
    
    Interest Period maturity (specify for Libor Loans and Bankers Acceptances):(d)
    
    Amount being repaid (specify aggregate face
amount at maturity in the case of Bankers
Acceptances):(e)
    
    Repayment instructions (if any):




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##### 



- 2 - Yours very truly,POTASH CORPORATION OF
SASKATCHEWAN INC.Per:Name:Title:Per:Name:Title:




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##### 



SCHEDULE G
 ROLLOVER NOTICE
 TO:
    
    The Bank of Nova Scotia, in its capacity as agent of the Lenders (the Agent)
 DATE:
 1.
    
    This Rollover Notice is delivered to you pursuant to the terms and conditions of the Credit
Agreement made as of May 29, 2008 and amended and restated as of January 21, 2009 between
Potash Corporation of Saskatchewan Inc., as Borrower, The Bank of Nova Scotia, Royal Bank of
Canada, Bank of Montreal, HSBC Bank Canada, Bank of America, N.A., Canada Branch, Canadian
Imperial Bank of Commerce and Export Development Canada and the other persons party thereto in
their capacity as Lenders and the Agent and relating to the establishment of a certain credit
facility in favour of the Borrower (as amended, modified, supplemented or restated, the
Credit Agreement). Unless otherwise expressly defined herein, capitalized terms set forth
in this Rollover Notice shall have the respective meanings set forth in the Credit Agreement.2.
    
    The Borrower hereby requests a Rollover as follows:
 (a)
    
    Rollover Date:(b)
    
    Amount of Rollover (specify
aggregate face amount at maturity in
the case of Bankers Acceptances):(c)
    
    Type of Loan:(d)
    
    New Interest Period (specify term of Libor Loans and Bankers Acceptances):(e)
    
    Payment, delivery or issuance instructions (if any):




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##### 



- 2 - Yours very truly,POTASH CORPORATION OF
SASKATCHEWAN INC.Per:Name:Title:Per:Name:Title:




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##### 



SCHEDULE H
 January 21, 2009The Bank of Nova Scotia, as Agent
Loan Administration and Agency
Services
720 King Street West, 3rd Floor
Toronto, Ontario
M5V 2T3
    
    McCarthy Tétrault LLP
Suite 3300, 421  7th Avenue SW
Calgary, Alberta
Canada T2P 4K9The Lenders party to the Credit
Agreement on the date hereof
  Re:
    
    Potash Corporation of Saskatchewan Inc.
 Borrower Credit Agreement Lenders Agent
  Corporate Documents
 (a)
    
    the articles of continuance of the Borrower;
 (b)
    
    the by-laws of the Borrower;
 (c)
    
    certain resolutions of the Borrowers directors relating to the Credit
Agreement;
 (d)
    
    a certificate of compliance provided by governmental authorities of Canada with
respect to the Borrower (the Certificate of Compliance); and




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##### 



(e)
    
    a certificate of an officer of the Borrower (the Officers Certificate).
   (a)
    
    all individuals had the requisite legal capacity;
 (b)
    
    all signatures are genuine;
 (c)
    
    all documents submitted to us as originals are complete and authentic and all
photostatic, certified, telecopied, notarial or other copies conform to the originals;
 (d)
    
    all facts set forth in the official public records, certificates and documents
supplied by public officials or otherwise conveyed to us by public officials are
complete, true and accurate;
 (e)
    
    the articles of continuance are conclusive evidence that the Borrower is
incorporated under the Canada Business Corporations Act;
 (f)
    
    all facts set forth in the certificates supplied by the respective officers and
directors of the Borrower including, without limitation, the Officers Certificate are
complete, true and accurate;
 (g)
    
    the Credit Agreement has been duly authorized, executed and delivered by and is
enforceable in accordance with its terms against each party to it other than the
Borrower; and
 (h)
    
    performance of the obligations would not be illegal under the law of the place
of performance if that is a place other than Ontario.
 Jurisdiction
  - 2 -




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##### 



1.
    
    The Borrower (a) is a corporation incorporated and existing under the laws of Canada, and (b)
has the corporate power to enter into and perform its obligations under the Credit Agreement.
 2.
    
    The execution and delivery of and performance by the Borrower of the Credit Agreement have
been authorized by all necessary corporate action on the part of the Borrower.
 3.
    
    The execution and delivery of and performance by the Borrower of the Credit Agreement does
not constitute or result in a violation or breach of or a default under:
 (a)
    
    its articles of continuance or by-laws; or
 (b)
    
    any applicable law in the Jurisdiction.
 4.
    
    No authorization, consent or approval of, or filing, registration, qualification or recording
with any Governmental Authority having jurisdiction in the Jurisdiction is required in
connection with the execution and delivery of or performance by the Borrower of the Credit
Agreement, except any continuous disclosure filings required to be made by a reporting issuer
pursuant to applicable securities laws.
 5.
    
    The Credit Agreement has been duly executed and delivered by the Borrower.
 6.
    
    The Credit Agreement constitutes a legal, valid and binding agreement of the Borrower
enforceable against it in accordance with its terms.
  (a)
    
    the enforceability of the Credit Agreement may be limited by bankruptcy,
winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment
and preference and other similar laws of general application affecting the enforcement
of creditors rights;
 (b)
    
    a court may exercise discretion in the granting of equitable remedies such as
specific performance and injunction;
 (c)
    
    the enforceability of the Credit Agreement may be limited by general principles
of law and equity relating to the conduct of the Agent and/or the Lenders prior to
execution of or in the administration or performance of the Credit Agreement,
including, without limitation, (i) estoppel and waiver, (ii) laches, and (iii)
reasonableness and good faith in the exercise of discretionary powers;
 (d)
    
    the discretion that a court may reserve to itself to decline to hear an action
if it is not the proper forum to hear the action or if concurrent proceedings are being
brought elsewhere;
 - 3 -




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##### 



(e)
    
    the Currency Act(Canada) precludes a court in Canada from giving judgment in
any currency other than Canadian currency;
 (f)
    
    a court may decline to accept the factual and legal determinations of a party
notwithstanding that a contract or instrument provides that the determinations of that
party shall be conclusive;
 (g)
    
    we express no opinion as to the enforceability of any term providing for the
severance of illegal or unenforceable provisions from the remaining provisions of an
agreement;
 (h)
    
    we express no opinion as to the enforceability of any provision that states
that modifications, amendments or waivers are not binding unless in writing;
 (i)
    
    we express no opinion as to the enforceability of any provision exculpating any
party from liability in respect of acts or omissions that may be illegal, fraudulent or
involve wilful misconduct or gross negligence;
 (j)
    
    any provision that provides for interest to be paid at a higher rate after than
before default, that provides for a forfeiture of a deposit or any other property or
that provides for a particular calculation of damages upon breach may not be
enforceable if it is interpreted by a court to be a penalty or if the court determines
that relief from forfeiture is appropriate;
 (k)
    
    a court may decline to enforce rights of indemnification or contribution to the
extent that they directly or indirectly relate to liabilities imposed by law on the
indemnified party for which it would be contrary to public policy to require
indemnification by the indemnifying party or which relate to liabilities for
non-Canadian taxes;
 (l)
    
    we express no opinion as to the enforceability of, nor as to the manner in
which a court would interpret and apply, any provision of the Credit Agreement which
refers to, incorporates by reference, or requires compliance with any law, statute,
rule or regulation of any jurisdiction other than the Jurisdiction;
 (m)
    
    we express no opinion as to the enforceability by or against a person who is
not a party to the Credit Agreement of any provision in the Credit Agreement which
purports to bind or affect or confer a benefit upon that person;
 (n)
    
    we express no opinion as to the enforceability of any provisions of the Credit
Agreement which require the Borrower to pay or indemnify the Agent or the Lenders for
costs and expenses in connection with judicial proceedings since the recoverability of
such costs and expenses are in the discretion of the court and the court has the
discretion to determine by whom and to what extent these costs shall be paid;
 - 4 -




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##### 



(o)
    
    we express no opinion as to the enforceability of the provisions of the Credit
Agreement which purport to waive generally all defences which might be available to or
constitute a discharge of the liability of the Borrower;
 (p)
    
    the Agent on behalf of the Lenders may be required to give the Borrower a
reasonable time to repay following a demand for payment prior to taking any action to
enforce right of repayment or before exercising any of the rights and remedies
expressed to be exercisable by the Agent and/or the Lenders in the Credit Agreement;
 (q)
    
    the provisions for the payment of interest in the Credit Agreement may not be
enforceable if those provisions provide for the receipt of interest by the Agent and/or
the Lenders at a criminal rate within the meaning of section 347 of the Criminal Code
(Canada); and
 (r)
    
    we express no opinion as to compliance with the Personal Information Protection
and Electronic Documents Actor any other privacy laws with respect to any provision in
the Credit Agreement which purport to grant to the Agent, the Lenders or any other
person, access to books, correspondence, records or other information of the Borrower.
    - 5 -




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##### 



SCHEDULE I
 SUBSIDIARIES
 Jurisdiction ofIncorporation orName of Entity
    
    Formation101070338 Saskatchewan Ltd.
    
    Saskatchewan175360 Canada Inc.
    
    Canada609430 Saskatchewan Ltd.
    
    Saskatchewan628550 Saskatchewan Ltd.
    
    SaskatchewanAA Sulfuric Corporation
    
    LouisianaCanpotex Bulk Terminals Limited
    
    CanadaChilkap Resources Ltd.
    
    YukonInversiones El Boldo Limitada
    
    ChileInversiones El Coigüe S.A.
    
    ChileInversiones El Roble Limitada
    
    ChileInversiones El Sauce Limitada
    
    ChileInversiones PCS Chile S.A.
    
    ChileInversiones RAC Chile Limitada
    
    ChileMinera Saskatchewan Limitada
    
    ChilePCS Administration (USA), Inc.
    
    DelawarePCS (Barbados) Holdings SRL
    
    BarbadosPCS (Barbados) Investment Company Ltd.
    
    BarbadosPCS (Barbados) Shipping, Ltd.
    
    BarbadosPCS Cassidy Lake Company
    
    OntarioPCS Cassidy Lake Limited
    
    CanadaPCS Chesapeake LLC
    
    DelawarePCS Chile I LLC
    
    DelawarePCS Chile II LLC
    
    DelawarePCS Fosfatos do Brasil Ltda.
    
    BrazilPCS Hungary Holding Limited Liability Company
    
    HungaryPCS Industrial Products Inc.
    
    DelawarePCS Joint Venture, Ltd.
    
    FloridaPCS Jordan LLC
    
    DelawarePCS L.P. Inc.
    
    DelawarePCS LP LLC 2
    
    DelawarePCS Nitrogen Ammonia Terminal Corporation I
    
    TexasPCS Nitrogen Ammonia Terminal Corporation II
    
    DelawarePCS Nitrogen Delaware LLC
    
    DelawarePCS Nitrogen Fertilizer, L.P.
    
    DelawarePCS Nitrogen Fertilizer Limited
    
    TrinidadPCS Nitrogen Fertilizer Operations, Inc.
    
    DelawarePCS Nitrogen, Inc.
    
    DelawarePCS Nitrogen LCD Corporation
    
    DelawarePCS Nitrogen Limited
    
    TrinidadPCS Nitrogen Ohio, L.P.
    
    Delaware




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##### 



Jurisdiction ofIncorporation orName of Entity
    
    FormationPCS Nitrogen Payroll Corporation
    
    DelawarePCS Nitrogen Trinidad Corporation
    
    DelawarePCS Nitrogen Trinidad Limited
    
    TrinidadPCS Phosphate Company, Inc.
    
    DelawarePCS Purified Phosphates
    
    VirginiaPCS Sales (Canada) Inc.
    
    SaskatchewanPCS Sales (Indiana), Inc.
    
    IndianaPCS Sales (Iowa), Inc.
    
    IowaPCS Sales (USA), Inc.
    
    DelawarePCS USA LLC
    
    DelawarePérola S.A.
    
    BrazilPhosphate Holding Company, Inc.
    
    DelawarePotash Corporation of Saskatchewan (Florida) Inc.
    
    FloridaPotash Corporation of Saskatchewan Transport Limited
    
    SaskatchewanPotashCorp Finance (Barbados) Limited
    
    BarbadosPotash Holding Company, Inc.
    
    DelawareRAC Investments Ltd.
    
    CaymanTexasgulf Aircraft Inc.
    
    DelawareTG Corporation
    
    DelawareWhite Springs Agricultural Chemicals, Inc.
    
    Delaware




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##### 



SCHEDULE J
 PARTNERSHIPS, JOINT VENTURES AND SYNDICATES