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Exhibit 4c
SECOND AMENDING AGREEMENT
(Syndicated Term Credit Facility)
THIS AGREEMENT is made as of September 21, 2004
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.
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"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 of September 23, 2003.
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. Extension of Conversion Date. The Conversion Date is hereby
extended to
September 20, 2005 pursuant to Section 1.13 of the Credit Agreement
with respect
to each Lender.
2.2. Extension Fee Payable in Respect Extension of Conversion Date.
The Borrower
hereby agrees to pay to the Agent, for each Lender, an extension
fee in United
States dollars in an amount equal to 0.05% of the Individual
Commitment of each
Lender.
2.3. 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
Utilization Rate
Unsecured Debt Rating of
Borrower
-------------------------------- --------------------
-----------------
<
1/2
> 1/2
-
-------------------------------- --------------------
-----------------
A- or
above
0.375% per annum 0.50% annum
-------------------------------- --------------------
-----------------
BBB+
0.475% per annum 0.60% per annum
-------------------------------- --------------------
-----------------
BBB
0.625% per annum 0.75% per annum
-------------------------------- --------------------
-----------------
BBB-
0.875% per annum 1.00% per annum
-------------------------------- --------------------
-----------------
BB+ or below or
unrated 1.25%
per annum 1.50% per annum
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2.4. Definition of Cash Equivalents. Section 1.01 of the Credit
Agreement is
hereby amended by adding the following new definition immediately
after the
definition of "Capital":
"Cash
Equivalents" means (a) securities issued, guaranteed or insured
by the
government of any country or any political subdivision thereof;
(b) deposits
or certificates of deposit issued or guaranteed by a bank
or trust
company; or (c) debt securities or commercial paper issued or
guaranteed
by a body corporate.
2.5. Definition of Defeased Loan Transaction. Section 1.01 of the
Credit
Agreement is hereby amended by adding the following new definition
immediately
after the definition of "Default":
"Defeased
Loan Transaction" means a transaction where loans are made
to a given
Company ("X") and X or another Company either:
(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.
2.6. Definition of Permitted Liens. The existing definition of
"Permitted Liens"
contained in Section 1.01 of the Credit Agreement is hereby amended
by deleting
the word "and" at the end of paragraph (t) thereof, deleting the
period at the
end of paragraph (u) thereof and replacing same with a semi-colon
followed by
the word "and" and by adding thereto the following as a new
paragraph (v):
"(v) 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).".
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
