exv4we



 





Exhibit 4(e)




FOURTH AMENDING AGREEMENT

(Syndicated Term Credit Facility)




THIS AGREEMENT is made as of September 27, 2006




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 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 the
Borrower, the Lenders listed in Schedule A thereto and such other financial institutions as become
party thereto, as lenders, and the Agent, as amended by an amending agreement made as










 



- 2 -



of September 23, 2003, a Second Amending Agreement made as of September 21, 2004 and a Third
Amending Agreement made as of September 20, 2005.



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.     Amendment to Definition of “Maturity Date”. Section 1.01 of the Credit Agreement is hereby
amended by deleting the existing definition of “Maturity Date” in its entirety and substituting the
following therefor:




“Maturity Date” means, in respect of the Outstanding Accommodation and other Obligations
outstanding to a given Lender, September 30, 2011 or such later date to which the same may
be extended from time to time with respect to a given Lender in accordance with Section
1.13.


2.2.     Reporting Requirements of Material Subsidiaries. Section 11.01(a) of the Credit Agreement is
hereby amended by deleting subparagraph (ii) thereof in its entirety and re-numbering subparagraphs
(iii), (iv), (v) and (vi) thereof to (ii), (iii), (iv) and (v), respectively.



2.3.     Increase in Control of Borrower Threshold. Section 13.01(o) of the Credit Agreement is hereby
amended by deleting “one-third” on the second line thereof and substituting therefor “one-half”.




3.     Amendment Fee




     The Borrower agrees to pay to the Agent, for each Lender, a fee in United States dollars in an
amount equal to 0.03% of the Individual Commitment of such Lender.



4.     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:









 



- 3 -



	 	(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.



5.     Condition Precedent




     The amendments and supplements to the Credit Agreement contained in Section 2 hereof shall be
effective upon, and shall be subject to, the payment by the Borrower to the Agent, for each Lender,
of the fees required to be paid pursuant to Section 3 hereof.









 



- 4 -


     The foregoing condition precedent is 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).



6.     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 in
Section 2 hereof being effective from and as of the date hereof upon satisfaction of the condition
precedent set forth in Section 5 hereof.



7.     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.



8.     Enurement




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



[the remainder of this page has intentionally been left blank]










 



- 5 -




9.     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 R. Brownlee 	 
	 	 	Title:  	Executive Vice President, Treasurer and Chief
Financial Officer 	 
	 
	 	 	 
	 	By:  	/s/ Denis Sirois
 	 
	 	 	Name:  	Denis A. Sirois 	 
	 	 	Title:  	Vice President & Corporate Controller 	 
	 



	 	 	 	 	 
	 	LENDERS:



THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Jeff T. Cebryk
 	 
	 	 	Name:  	Jeff T. Cebryk 	 
	 	 	Title:  	Director 	 









 



- 6 -

	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Michael Manion
 	 
	 	 	Name:  	Michael Manion 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CREDIT SUISSE, TORONTO BRANCH

 	 
	 	By:  	/s/ Alain Daoust
 	 
	 	 	Name:  	Alain Daoust 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Bruce Wetherly
 	 
	 	 	Name:  	Bruce F. Wetherly 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

CANADA BRANCH

 	 
	 	By:  	/s/ Medina Sales de Andrade
 	 
	 	 	Name:  	Medina Sales de Andrade 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Nick Christopoulos
 	 
	 	 	Name:  	Nick Christopoulos 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 










 



- 7 -

	 	 	 	 	 
	 	BANK OF MONTREAL

 	 
	 	By:  	/s/ R. Wright
 	 
	 	 	Name:  	R. Wright 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BANK OF TOKYO-MITSUBISHI UFJ (CANADA)

 	 
	 	By:  	/s/  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BNP PARIBAS (CANADA)

 	 
	 	By:  	/s/ Allan Fordyce
 	 
	 	 	Name:  	Allan Fordyce 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	HSBC BANK CANADA

 	 
	 	By:  	/s/ Sarah Yee
 	 
	 	 	Name:  	Sarah Yee 	 
	 	 	Title:  	Relationship Manager 	 
	 
	 	 	 
	 	By:  	/s/ Quyen Quach
 	 
	 	 	Name:  	Quyen Quach 	 
	 	 	Title:  	Analyst 	 










 



- 8 -

	 	 	 	 	 



	 	 	 	 	 
	 	RABOBANK NEDERLAND,

CANADIAN BRANCH

 	 
	 	By:  	/s/ Rommel J. Domingo
 	 
	 	 	Name:  	Rommel J. Domingo 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Anthony H. Liang
 	 
	 	 	Name:  	Anthony H. Liang 	 
	 	 	Title:  	Executive Director 	 
	 



	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE (CANADA BRANCH)

 	 
	 	By:  	/s/ Roxana F. Pateanu
 	 
	 	 	Name:  	Roxana F. Pateanu 	 
	 	 	Title:  	Vice-President Corporate Credit Group 	 
	 
	 	 	 
	 	By:  	/s/ Yvon J. Jeghers, CA
 	 
	 	 	Name:  	Yvon J. Jeghers, CA 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	AGENT:



THE BANK OF NOVA SCOTIA, in its capacity as Agent

 	 
	 	By:  	/s/ Jeff T. Cebryk
 	 
	 	 	Name:  	Jeff T. Cebryk 	 
	 	 	Title:  	Director