exv4wb





Exhibit 4(b)



AMENDING AGREEMENT



(Syndicated Term Credit Facility)




THIS AGREEMENT is made as of September 23,
2003




BETWEEN:




		
	 	
    POTASH CORPORATION OF SASKATCHEWAN
    INC.,
    
	 	
    a corporation subsisting under the laws of Canada
    
	 	
    (hereinafter referred to as the
    “Borrower”),
    
	 
	 	
    OF THE FIRST PART,
    
	 
	 	
    -and -
    
	 
	 	
    THE FINANCIAL INSTITUTIONS SET FORTH ON
    SCHEDULE A
	 	
    HERETO AND ON THE SIGNATURE PAGES
	 	
    HEREOF UNDER THE HEADING
    “LENDERS:”
	 	
    (hereinafter referred to collectively as the
    “Lenders” and
    
	 	
    individually as a “Lender”),
    
	 
	 	
    OF THE SECOND PART,
    
	 
	 	
    -and -
    
	 
	 	
    THE BANK OF NOVA SCOTIA,
	 	
    a Canadian chartered bank, as agent of the Lenders
    
	 	
    (hereinafter referred to as the
    “Agent”),
    
	 
	 	
    OF THE THIRD PART.
    




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



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




1.   Interpretation



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




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




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




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




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











 




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




2.   Amendments and
Supplements



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




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





	 	 	 	 	 	 	 
	
	

	S & P’s Corporate		
	Credit or Unsecured		Utilization Rate
	Debt Rating of		

	Borrower		< 1/3		3 1/3 and<  2/3		3 2/3
	
	

	
    
    A- or above
    

    	 	
    0.50% per annum
    	 	
    0.575% per annum
    	 	
    0.65% per annum
    
	

	
    
    BBB+
    

    	 	
    0.65% per annum
    	 	
    0.725% per annum
    	 	
    0.80% per annum
    
	

	
    
    BBB
    

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

	
    
    BBB-
    

    	 	
    1.10% per annum
    	 	
    1.175% per annum
    	 	
    1.25% per annum
    
	

	
    
    BB+ or below or unrated
    

    	 	
    1.60% per annum
    	 	
    1.675% per annum
    	 	
    1.75% per annum
    
	






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




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





	 	 	 
	
	

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

	
    
    A- or above
    

    	 	
    0.10% per annum
    
	

	
    
    BBB+
    

    	 	
    0.125% per annum
    
	

	
    
    BBB
    

    	 	
    0.15% per annum
    
	

	
    
    BBB-
    

    	 	
    0.20% per annum
    
	

	
    
    BB+ or below or unrated
    

    	 	
    0.30% per annum
    
	






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




2.4. Addition of New Lenders.




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




2







 




			
	 	(b)  	
    Novation of New
    Lenders. Each of the New Lenders
    hereby agrees that it will be bound by the Credit Agreement and
    the other Loan Documents as a Lender to the extent of its
    Individual Commitment as fully as if it had been an original
    party to the Credit Agreement.
    
	 
	 	(c)  	
    Notices. The
    parties hereto hereby confirm and agree that, from and after the
    date hereof, any demand, notice or communication to be given to
    a New Lender, as a Lender, in accordance with the provisions of
    the Credit Agreement shall be made or given to such New Lender
    at the address set out in Schedule A to the Credit
    Agreement, as amended hereby.
    
	 
	 	(d)  	
    The Agent.
    Without in any way limiting the
    other provisions hereof, each New Lender irrevocably appoints
    and authorizes the Agent to take such action as agent on its
    behalf and to exercise such powers under the Credit Agreement
    and the other Loan Documents as are delegated to the Agent by
    the terms thereof, together with such powers as are reasonably
    incidental thereto, all in accordance with the provisions of the
    Credit Agreement.
    
	 
	 	(e)  	
    Independent Credit Decision.
    Each New Lender acknowledges to
    the Agent that such New Lender has itself been, and will
    continue to be, solely responsible for making its own
    independent appraisal of and investigations into the financial
    condition, creditworthiness, condition, affairs, status and
    nature of the Borrower and its Subsidiaries, all of the matters
    and transactions contemplated herein and in the Credit Agreement
    and other Loan Documents and all other matters incidental to the
    Credit Agreement and the other Loan Documents. Each New Lender
    confirms with the Agent that it does not rely, and it will not
    hereafter rely, on the Agent:
    





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





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





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




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




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




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




3








 




3.   Representations and
Warranties


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




			
	 	(a)  	
    Capacity, Power and Authority





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





			
	 	(b)  	
    Authorization; Enforceability





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





			
	 	(c)  	
    Compliance with Other
    Instruments





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




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




4.   Conditions
Precedent


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




			
	 	(a)	
    the Borrower shall have paid to the Agent, for
    each Lender, a fee in United States dollars equal to 0.05% of
    the Individual Commitment of each Lender;
    
	 
	 	(b)	
    the Guarantor shall have executed and delivered
    to the Agent on behalf of the Lenders a confirmation with
    respect to its Guarantee in the form attached hereto;
    
	 
	 	(c)	
    the Borrower and the Guarantor shall have each
    delivered to the Agent (i) a current certificate of status
    or good standing, as the case may be, in respect of its
    respective jurisdiction of incorporation, (ii) certified
    copies (dated on or after the date hereof) of its articles,
    by-laws and other constating documents and of its resolutions
    authorizing the execution and delivery of the Loan Documents to
    which it is a party, including, without limitation, this
    Agreement or the aforementioned confirmation, as the case may
    be, and (iii) a certificate of incumbency of the officers
    of the Borrower and the Guarantor executing the same; and
    




4








 




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





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




5.   Confirmation of Credit
Agreement and other Loan Documents


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




6.   Further
Assurances


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




7.   Enurement


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




8.   Counterparts


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



     
IN WITNESS WHEREOF the parties hereto have
executed this Agreement.




		
	 	
    POTASH CORPORATION OF
	 	
    SASKATCHEWAN INC.





			
	 	By: 	
    /s/ WAYNE BROWNLEE
    



		
	 	
    

	 	
    Name:        Wayne
    Brownlee
    



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





			
	 	By: 	
    /s/ BETTY-ANN HEGGIE
    



		
	 	
    

	 	
    Name:        Betty-Ann
    Heggie
    



			
	 	Title:	
    Sr. V.P., Corporate Relations
    




5








 




		
	 	
    LENDERS:
	 
	 	
    THE BANK OF NOVA SCOTIA





			
	 	By: 	
    /s/ JEFF CEBRYK
    



		
	 	
    

	 	
    Name:        Jeff
    Cebryk
    



			
	 	Title:	
    Director
    





			
	 	By 	
    /s/ ROBERT WASYLYNIUK
    



		
	 	
    

	 	
    Name:        Robert
    Wasylyniuk
    



			
	 	Title:	
    Associate
    





		
	 	
    ROYAL BANK OF CANADA





			
	 	By: 	
    /s/ PASCAL MUZARD
    



		
	 	
    

	 	
    Name:        Pascal
    Muzard
    



			
	 	Title:	
    Attorney-in-fact
    





			
	 	By: 	




		
	 	
    

	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    CREDIT SUISSE FIRST BOSTON,
	 	
    TORONTO BRANCH





			
	 	By: 	
    /s/ ALAIN DAOUST
    



		
	 	
    

	 	
    Name:        Alain
    Daoust
    



			
	 	Title:	
    Director
    





			
	 	By: 	
    /s/ PETER CHAUVIN
    



		
	 	
    

	 	
    Name:        Peter
    Chauvin
    



			
	 	Title:	
    Vice President
    




6








 




		
	 	
    BANK OF AMERICA, N.A., CANADA BRANCH





			
	 	By: 	
    /s/ NELSON LAM
    



		
	 	
    

	 	
    Name:        Nelson
    Lam
    



			
	 	Title:	
    Vice President
    





			
	 	By: 	




		
	 	
    

	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    COMERICA BANK, CANADA BRANCH





			
	 	By: 	
    /s/ MARC J. DROUIN
    



		
	 	
    

	 	
    Name:        Marc
    J. Drouin
    



			
	 	Title:	
    Assistant Vice President
    





			
	 	By: 	




		
	 	
    

	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    EXPORT DEVELOPMENT CANADA





			
	 	By: 	
    /s/ DAN O’BLENIS
    



		
	 	
    

	 	
    Name:        Dan
    O’Blenis
    



			
	 	Title:	
    Loan Asset Manager
    





			
	 	By: 	
    /s/ VITO DI TURI
    



		
	 	
    

	 	
    Name:        Vito
    Di Turi
    



			
	 	Title:	
    Loan Portfolio Manager
    




7








 




		
	 	
    BANK OF MONTREAL





			
	 	By: 	
    /s/ R. WRIGHT
    



		
	 	
    

	 	
    Name:        R.
    Wright
    



			
	 	Title:	
    Vice President
    





			
	 	By: 	




		
	 	
    

	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    BANK OF TOKYO-MITSUBISHI (CANADA)





			
	 	By: 	
    /s/ DAVIS J. STEWART
    



		
	 	
    

	 	
    Name:        Davis
    J. Stewart
    



			
	 	Title:	
    Vice President
    





			
	 	By: 	




		
	 	
    

	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    BNP PARIBAS (CANADA)





			
	 	By: 	
    /s/ CHARLES RITCHIE
    



		
	 	
    

	 	
    Name:        Charles
    Ritchie
    



			
	 	Title:	
    Vice President 

     Energy & Project Finance
    





			
	 	By: 	
    /s/ ANDREW SCLATER
    



		
	 	
    

	 	
    Name:        Andrew
    Sclater
    



			
	 	Title:	
    Assistant Vice President, 

     Corporate Banking
    




8








 




		
	 	
    HSBC BANK CANADA





			
	 	By: 	
    /s/ NIGEL RICHARDSON
    



		
	 	
    

	 	
    Name:        Nigel
    Richardson
    



			
	 	Title:	
    Head of Corporate & Institutional 

     Banking Western Region
    





			
	 	By: 	
    /s/ DAVE EYOLFSON
    



		
	 	
    

	 	
    Name:        Dave
    Eyolfson
    



			
	 	Title:	
    Manager Commercial Banking
    





		
	 	
    RABOBANK NEDERLAND,
	 	
    CANADIAN BRANCH





			
	 	By: 	
    /s/ GOVERT VERSTRALEN
    



		
	 	
    

	 	
    Name:        Govert
    Verstralen
    



			
	 	Title:	
    General Manager Principal Officer
    





			
	 	By: 	
    /s/ ANDREW CHEWPA
    



		
	 	
    

	 	
    Name:        Andrew
    Chewpa
    



			
	 	Title:	
    VP — Relationship Manager
    





		
	 	
    SOCIÉTÉ GÉNÉRALE
    (CANADA)





			
	 	By: 	
    /s/ M. SCHACTER
    



		
	 	
    

	 	
    Name:        M.
    Schacter
    



			
	 	Title:	
    Managing Director
    





			
	 	By: 	
    /s/ G. BENAY
    



		
	 	
    

	 	
    Name:        G.
    Benay
    



			
	 	Title:	
    Director
    




9







 




		
	 	
    AGENT:
	 
	 	
    THE BANK OF NOVA
    SCOTIA, 

     in its capacity as Agent
    





			
	 	By: 	
    /s/ JEFF CEBRYK
    



		
	 	
    

	 	
    Name:        Jeff
    Cebryk
    



			
	 	Title:	
    Director
    




10








 




Schedule A



Individual Commitments



	 	 	 	 	 
			
	Name and Address of Lender		Individual Commitment
	
		

	
    The Bank of Nova Scotia
    	 	
    U.S.$130,000,000
    
	
    Corporate Banking

    Suite 2000, 700 – 2nd Street S.W.

    Calgary, Alberta

    T2P 2N7
    	 	 
	 
	
    
    Attention:
    

    	 	
    Director
    	 	 
	
    
    Facsimile:
    

    	 	
    (403) 221-6497
    	 	 
	 
	
    Royal Bank of Canada
    	 	
    U.S.$125,000,000
    
	
    5th Floor, South Tower

    Royal Bank Plaza

    Toronto, Ontario

    M5J 2W7
    	 	 
	 
	
    
    Attention:
    

    	 	
    Allan Fordyce
    	 	 
	
    
    Facsimile:
    

    	 	
    (416) 842-5320
    	 	 
	 
	
    Credit Suisse First Boston, Toronto Branch
    	 	
    U.S.$100,000,000
    
	
    1 First Canadian Place, Suite 3000

    P.O. Box 301

    Toronto, Ontario

    M5X 1C9
    	 	 
	 
	
    
    Attention:
    

    	 	
    Alain Daoust
    	 	 
	
    
    Facsimile:
    

    	 	
    (416) 352-4576
    	 	 
	 
	
    Bank of America, N.A., Canada Branch
    	 	
    U.S.$60,000,000
    
	
    Consumer Products Group — Portfolio
    Management

    231 S. La Salle Street

    IL 231-10-06

    Chicago, Illinois

    60697
    	 	 
	 
	
    
    Attention:
    

    	 	
    Monique Ruiz
    	 	 
	
    
    Facsimile:
    

    	 	
    (312) 987-5614
    	 	 
	 
	
    Comerica Bank, Canada Branch
    	 	
    U.S.$35,000,000
    
	
    Suite 2210, Royal Bank Plaza, South Tower

    200 Bay Street

    P.O. Box 61

    Toronto, Ontario

    M5J 2J2
    	 	 
	 
	
    
    Attention:
    

    	 	
    Marc J. Drouin
    	 	 
	
    
    Facsimile:
    

    	 	
    (416) 367-2460
    	 	 
	 




i








 




	 	 	 	 	 
			
	Name and Address of Lender		Individual Commitment
	
		

	
    Export Development Canada
    	 	
    U.S.$50,000,000
    
	
    151 O’Connor Street

    Ottawa, Ontario

    K1A 1K3
    	 	 
	 
	
    
    Attention:
    

    	 	
    Paul Hemsing
    	 	 
	
    
    Facsimile:
    

    	 	
    (613) 598-3167
    	 	 
	 
	
    Bank of Montreal
    	 	
    U.S.$50,000,000
    
	
    4th Floor

    1 First Canadian Place

    P.O. Box 150

    Toronto, Ontario

    M5X 1H3
    	 	 
	 
	
    
    Attention:
    

    	 	
    Robert Wright
    	 	 
	
    
    Facsimile:
    

    	 	
    (416) 359-7796
    	 	 
	 
	
    Bank of Tokyo-Mitsubishi (Canada)
    	 	
    U.S.$25,000,000
    
	
    Vancouver Office

    950 – 666 Burrard Street

    Vancouver, British Columbia

    V6C 3L1
    	 	 
	 
	
    
    Attention:
    

    	 	
    Davis J. Stewart, Vice President

    Corporate Banking Group
    	 	 
	
    
    Facsimile:
    

    	 	
    (604) 691-7311
    	 	 
	 
	
    BNP Paribas (Canada)
    	 	
    U.S.$25,000,000
    
	
    77 King Street West

    Suite 4100, Royal Trust Tower

    Toronto, Ontario

    M5K 1N8
    	 	 
	 
	
    
    Attention:
    

    	 	
    Charles Ritchie, Vice President
    	 	 
	
    
    Facsimile:
    

    	 	
    (416) 947-3538
    	 	 
	 
	
    HSBC Bank Canada
    	 	
    U.S.$50,000,000
    
	
    2210, 777 – 8th Avenue S.W.

    Calgary, Alberta

    T2P 3R5
    	 	 
	 
	
    
    Attention:
    

    	 	
    Nigel Richardson

    Head of Corporate & Institutional

    Banking, Western Region
    	 	 
	
    
    Facsimile:
    

    	 	
    (403) 215-4433
    	 	 




ii








 




	 	 	 	 	 
			
	Name and Address of Lender		Individual Commitment
	
		

	
    Rabobank Nederland, Canadian Branch
    	 	
    U.S.$50,000,000
    
	
    77 King Street West, Suite 4520

    Royal Trust Tower, TD Centre

    P.O. Box 57

    Toronto, Ontario

    M5K 1E7
    	 	 
	 
	
    
    Attention:
    

    	 	
    Andrew Chewpa, Vice President and

    Relationship Manager
    	 	 
	
    
    Facsimile:
    

    	 	
    (416) 941-9750
    	 	 
	 
	
    Société Générale (Canada)
    	 	
    U.S.$50,000,000
    
	
    100 Yonge Street

    Scotia Plaza, Suite 1002

    Toronto, Ontario

    M5C 2W1
    	 	 
	 
	
    
    Attention:
    

    	 	
    Marla Schacter, Managing Director
    	 	 
	
    
    Facsimile:
    

    	 	
    (416) 364-1879
    	 	 




iii







 





CONFIRMATION OF GUARANTEE





			
	TO:	 	The Lenders






			
	AND TO:	 	The Bank of Nova Scotia, as agent of the Lenders (the “Agent”)





     WHEREAS Potash Corporation of Saskatchewan Inc. (“PCS”) entered into the term credit agreement
(the “Credit Agreement”) made as of September 25, 2001 between PCS, the financial institutions
party thereto, as Lenders, and the Agent;



     AND WHEREAS the undersigned guaranteed all of the Obligations of PCS to the Agent and the
Lenders pursuant to the guarantee agreement made as of September 25, 2001 by the undersigned in
favour of the Agent and the Lenders (the “Guarantee”);



     AND WHEREAS, pursuant to an Amending Agreement (the “Amending Agreement”) made as of even date
herewith, PCS, the Lenders and the Agent have agreed to amend and supplement the Credit Agreement
as set out therein;



     AND WHEREAS the undersigned has been provided with a true, correct and complete copy of the
Amending Agreement;



     AND WHEREAS the undersigned wishes to confirm to the Agent and the Lenders that the Guarantee
continues to apply to the Obligations of PCS.



     IN CONSIDERATION of the sum of U.S. $10.00 now paid by the Agent and the Lenders to the
undersigned and other good and valuable consideration (the receipt and sufficiency of which are
hereby conclusively acknowledged), the undersigned hereby confirms and agrees that the Guarantee is
and shall remain in full force and effect in all respects notwithstanding the Amending Agreement
and the amendments and supplements therein contained and shall continue to exist and apply to all
of the Obligations. This Confirmation is in addition to and shall not limit, derogate from or
otherwise affect the provisions of the Guarantee including, without limitation, Article 2 of the
Guarantee.



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



     DATED as of September 23, 2003.



	 	 	 	 	 
	 	
PCS NITROGEN, INC.


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: