AMENDING AGREEMENT

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.

“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:

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

(a)  

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

(b)  

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

(c)  

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

(d)  

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

(e)  

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

(i)

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

(ii)

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

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

“(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.”

(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.

(a)

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

(b)

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

(c)

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

(d)

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