TERM CREDIT AGREEMENT

Exhibit 4(a) TERM CREDIT AGREEMENT BETWEEN THE BANK OF NOVA SCOTIA AS ADMINISTRATIVE AGENT AND ROYAL BANK OF CANADA AS SYNDICATION AGENT AND THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE A HERETO AND THEIR ASSIGNS AS LENDERS AND POTASH CORPORATION OF SASKATCHEWAN INC. AS BORROWER September 25, 2001 - i - TABLE OF CONTENTS

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Schedule A - Individual Commitments Schedule B - Compliance Certificate Schedule C - Form of Assignment Schedule D-1 - Opinion of Borrower's Ontario Counsel Schedule D-2 - Opinion of Borrower's General Counsel Schedule D-3 - Opinion of Guarantor's Delaware Counsel Schedule E - Subsidiaries Schedule F - Partnerships, Joint Ventures and Syndicates Schedule G - Specific Permitted Liens Schedule H - Additional Disclosure Schedule I - Form of Guarantee Schedule J - Material Litigation TERM CREDIT AGREEMENT THIS AGREEMENT made as of the 25th day of September, 2001. B E T W E E N: THE BANK OF NOVA SCOTIA, a Canadian chartered bank (herein, in its capacity as administrative agent of the Lenders, called the "Agent") - and - Those financial institutions listed in Schedule A hereto and those financial institutions to whom the foregoing or their respective assigns may from time to time assign an undivided interest in the Credit Facility (as defined herein) and who agree to be bound by the terms hereof as a Lender (herein, in their capacities as lenders to the Borrower under the Credit Facility, collectively called the "Lenders" and individually called a "Lender") - and - POTASH CORPORATION OF SASKATCHEWAN INC., a corporation incorporated under the laws of the Province of Saskatchewan (herein called the "Borrower"). WHEREAS the Borrower has requested that the Lenders establish a certain term credit facility for general corporate purposes to replace a certain term credit facility under the term credit agreement dated October 4, 1996 between the Borrower, The Bank of Nova Scotia, as Agent, the Lenders named therein and certain Co-Agents named therein (as amended, the "Original Credit Agreement"); AND WHEREAS the Lenders are prepared to provide such credit facility to the Borrower for such purposes on the terms and conditions contained herein and to concurrently cancel the Original Credit Agreement; NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows: - 2 - ARTICLE 1 INTERPRETATION 1.01 DEFINED TERMS. The following defined terms shall for all purposes of this agreement, or any amendment, substitute, supplement, replacement or addition hereto, have the following respective meanings unless the context otherwise specifies or requires or unless otherwise defined herein: "ACCOMMODATION" means accommodation made available to the Borrower by the Lenders under the Credit Facility, in each case in the manner provided in Section 3.01. "ACTING JOINTLY OR IN CONCERT" shall be interpreted in the manner described in subsection 91(1) of the Securities Act (Ontario). "AFFILIATE" shall have the meaning ascribed thereto in the Business Corporations Act (Ontario). "AGENCY FEE AGREEMENT" means the letter agreement dated September 25, 2001 between the Borrower and BNS, as the same may be amended, modified, supplemented or replaced from time to time. "ALTERNATE BASE RATE CANADA" means, for any particular day, the variable rate of interest per annum, calculated on the basis of a 360-day year, which is equal to the greater of (a) the Base Rate Canada for such day and (b) the aggregate of (i) the Federal Funds Rate for such day and (ii) 1/2 of 1% per annum. "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:

- 3 - "AVAILABLE ACCOMMODATION" means, at any particular time, the amount, if any, by which the amount of the Credit Facility (as such amount may be reduced from time to time pursuant to the terms hereof) at such time exceeds the aggregate amount of Accommodation outstanding at such time. "BANKING DAY" means any day other than a Saturday or a Sunday on which banks generally are open for normal banking business in Toronto and New York and, with respect to transactions involving LIBOR Loans, on which transactions may be undertaken in the London interbank market. "BASE RATE CANADA" means, for any particular day, the variable rate of interest per annum, calculated on the basis of a 360-day year, determined by the Agent for such day as its base rate for U.S. dollar loans made by the Agent in Canada, such base rate being a variable per annum reference rate of interest adjusted automatically upon change by the Agent. "BASE RATE CANADA LOAN" means an Accommodation under the Credit Facility which is denominated in United States dollars and upon which interest accrues at a rate referrable to the Alternate Base Rate Canada. "BNS" means The Bank of Nova Scotia in its individual capacity and not in its capacity as the Agent or as a Lender. "BORROWING" means the outstanding Accommodation made available to the Borrower under the Credit Facility from time to time, subject to rollovers from time to time pursuant to Article 5 and conversions from time to time pursuant to Article 6. "BRANCH OF ACCOUNT" means the Investment Banking Division, Loan Administration and Agency Services, 44 King Street West, Toronto, Ontario, or such other branch of the Agent located in Canada as the Borrower and the Agent may agree upon. "CAPITAL" means, at any particular time, the aggregate of: (a) Debt at such time; and (b) Equity at such time. "CODE" means the Internal Revenue Code of the United States, as amended from time to time, and any successor statute. "COMMITMENT SHARE" means, with respect to a particular Lender at a particular time, the ratio of the Undrawn Commitment of such Lender at such time to the aggregate of the Undrawn Commitments of all of the Lenders at such time. "COMPANIES" means the Borrower and the Subsidiaries. - 4 - "CONVERSION DATE" means September 24, 2002, as such date may be extended pursuant to Section 1.13. "CONVERSION NOTICE" shall have the meaning ascribed thereto in Section 6.02. "CREDIT FACILITY" means the term credit facility established by the Lenders pursuant to Section 2.01. "DEBT" means, at any particular time, the aggregate of (without duplication): (a) the aggregate of the amounts which would, in accordance with generally accepted accounting principles, 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. "DEFAULT" means any event which is or which, with the passage of time, the giving of notice or both, would be an Event of Default. "DESIGNATED ACCOUNT" means an account of the Borrower maintained by the Agent at the Branch of Account for the purposes of transactions under this agreement. "DRAWDOWN NOTICE" shall have the meaning ascribed thereto in Section 4.01. "EBITDA" means, for any particular period, Net Income of the Borrower for such period plus, to the extent deducted in the determination of Net Income of the Borrower for such period, the aggregate of (a) Interest Expense of the Borrower for such period; (b) consolidated income tax expenses (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; and (c) consolidated depreciation, amortization and other non-cash expenses of the Borrower for such period. "ENVIRONMENTAL LAWS" means all applicable federal, state, provincial or local statutes, laws, ordinances, codes, rules, regulations, consent decrees and administrative orders having the force of law and relating to public health or the protection of the environment. - 5 - "EQUITY" means, at any particular time, the aggregate of (i) the amount which would, in accordance with generally accepted accounting principles, be classified upon the consolidated balance sheet of the Borrower at such time as shareholder's equity and (ii) the amount of Subordinated Debt at such time. "EQUITY SECURITY" shall have the meaning ascribed thereto in subsection 89(1) of the Securities Act (Ontario). "ERISA" means the Employee Retirement Income Security Act of 1974 of the United States, as amended from time to time, and any successor statute. "ERISA AFFILIATE" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). "ERISA EVENT" means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. "EVENT OF DEFAULT" means any one of the events set forth in Section 13.01. "EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United States, as amended from time to time, and any successor statute, and the regulations promulgated thereunder. "FEDERAL FUNDS RATE" means, for any day, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, "H.15(519)") on the preceding Banking Day opposite the caption "Federal Funds (Effective)"; or, if for any relevant day such rate is not so published on any such preceding Banking Day, the rate for such day will be the arithmetic mean as determined by the Agent of the rates for the last transaction in overnight federal funds arranged prior to 9:00 a.m. (New York time) on that day by each of three leading brokers of federal funds transactions in New York City selected by the Agent. - 6 - "FEDERAL RESERVE BANK" means the Federal Reserve Bank of New York. "FINANCIAL STATEMENTS" means the audited consolidated financial statements of the Borrower for the fiscal year ended on December 31, 2000. "FISCAL QUARTER" means any of the three-month periods ending on the last day of March, June, September and December in each year. "FISCAL YEAR" means any of the twelve-month periods ending on the last day of December in each year. "FRB" means the Board of Governors of the Federal Reserve System, and any Governmental Authority succeeding to any of its principal functions. "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means generally accepted accounting principles in effect in Canada from time to time consistently applied. "GOVERNMENTAL AUTHORITY" means any nation or government, any state, province or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and with respect to any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing when such corporation or entity is acting pursuant to or performing the functions of such nation, government, state, province, political subdivision or central bank. "GUARANTEE" means a guarantee of the Obligations in the form set forth in Schedule I, executed and delivered by the Guarantor. "GUARANTOR" means PCS Nitrogen, Inc. "HAZARDOUS MATERIALS" means any pollutant or contaminant or hazardous or toxic chemical, material or substance within the meaning of any applicable federal, state, provincial or local law, regulation, ordinance or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous or toxic waste, substance or material or concerning the environment or public health, all as in effect on the applicable date. "INDIVIDUAL COMMITMENT" means, with respect to a particular Lender, the amount set forth in Schedule A attached hereto, as reduced or amended from time to time pursuant to Sections 1.13(b), 1.13(d), 2.03, 2.04, 8.03 and 15.06, as the individual commitment of such Lender under the Credit Facility. - 7 - "INTEREST EXPENSES" of any particular Person means, for any particular period, the amount which would, in accordance with generally accepted accounting principles, be classified on the consolidated income statement of such Person for such period as gross interest expenses. "INTEREST PERIOD" means, in the case of any LIBOR Loan, the applicable period for which interest on such Loan shall be calculated pursuant to Article 7. "LIBOR" means, for a particular Interest Period, the interest rate per annum, calculated on the basis of a 360-day year, determined by the Agent to be (i) the arithmetic average (rounded upwards to the nearest 1/16 of 1%) of the interest rates per annum of the LIBOR Reference Lenders that appear for such Interest Period on the Telerate Screen Page 3750 for the LIBOR Reference Lenders at approximately 11:00 a.m. (London time) on the second Banking Day prior to the commencement of such Interest Period or (ii) if such rate does not appear on such Page at such time or such Page or a substitute therefor is not available at such time, the arithmetic average (rounded upwards to the nearest 1/16 of 1%) of the rates of interest per annum at which the LIBOR Reference Lenders offer deposits in United States dollars to leading banks in the London interbank market at approximately 11:00 a.m. (London time) on the second Banking Day prior to the commencement of such Interest Period, in each case for a deposit period comparable to such Interest Period and in an amount approximately equal to the amount of the LIBOR Loan to be outstanding during such Interest Period. "LIBOR LOAN" means an Accommodation under the Credit Facility which is denominated in United States dollars and upon which interest accrues at a rate referrable to LIBOR. "LIBOR REFERENCE LENDERS" means The Bank of Nova Scotia, Royal Bank of Canada and such other Lender as is mutually agreed to by the Agent and the Borrower. "LIEN" means any deed of trust, mortgage, charge, hypothec, assignment, pledge, lien, vendor's privilege or other security interest or encumbrance of whatever kind or nature, regardless of form and whether consensual or arising by law (statutory or otherwise), that secures the payment of any indebtedness or liability or the observance or performance of any obligation. "LOAN DOCUMENTS" means this agreement and the Guarantee. "LOANS" means LIBOR Loans and Base Rate Canada Loans. "LONG TERM DEBT" means, at any particular time, that portion of Debt at such time which would not, in accordance with generally accepted accounting principles, be considered to be current liabilities at such time. "MAJORITY LENDERS" means (i) at any particular time that there is Accommodation outstanding hereunder, such group of Lenders which, in the aggregate, have Outstanding Accommodations which are equal to at least two-thirds of the total amount of the Outstanding Accommodations of all of the Lenders at such time or (ii) at any particular time that there is no Accommodation - 8 - outstanding hereunder, such group of Lenders which, in the aggregate, have Individual Commitments which are equal to at least two-thirds of the total amount of the Individual Commitments of all of the Lenders at such time. "MATERIAL ADVERSE CHANGE" means any change of circumstances or any event which would have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means an adverse effect on the financial condition, business, assets, properties or prospects of the Borrower on a consolidated basis which, individually or as part of a series of adverse effects, would have a material adverse effect on the ability of the Borrower to perform any of its payment obligations hereunder. "MATERIAL SUBSIDIARIES" means PCS Sales (USA) Inc., Phosphate Holding Company, Inc., PCS Finance LLC, PCS Phosphate Company, Inc., White Springs Agricultural Chemicals, Inc., White Springs Phosphate, Inc., the Guarantor and any other subsidiary of the Borrower whose book value of assets is greater than 20% of the book value of the assets of the Borrower on a consolidated basis or whose gross sales are greater than 20% of the gross sales of the Borrower on a consolidated basis. "MATURITY DATE" means the day which is one year following the Conversion Date. "MULTIEMPLOYER PLAN" means a multiemployer plan, within the meaning of Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions. "NET INCOME" of a particular Person means, for any particular period, the amount which would, in accordance with generally accepted accounting principles, be classified on the consolidated income statement of such Person for such period as the net income after all unusual and extraordinary items other than any gains or losses on the disposition of property, plant and equipment and any non-cash writedowns of assets. "OBLIGATIONS" means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document, owing by the Borrower to the Agent and the Lenders, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising. "OFFER TO ACQUIRE", "OFFEREE ISSUER" and "OFFEROR'S SECURITIES" shall each have the respective meaning ascribed thereto in subsection 89(1) of the Securities Act (Ontario). "OFFICIAL BODY" means any national government or government of any political subdivision thereof, or any agency, authority, board, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal, grand jury, mediator or arbitrator, - 9 - whether foreign or domestic, or any non-governmental regulating authority to the extent that the rules, regulations and orders of such body have the force of law. "OUTSTANDING ACCOMMODATION" means, with respect to a particular Lender at a particular time, the aggregate amount of Accommodation outstanding at such time which has been made available by such Lender. "PAYMENT NOTICE" shall have the meaning ascribed thereto in Section 9.03. "PAYMENT SHARE" means, with respect to a particular Lender at a particular time, the ratio of Outstanding Accommodation of such Lender at such time to the aggregate of Outstanding Accommodations of all of the Lenders at such time. "PBGC" means Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to any of its principal functions under ERISA. "PENSION PLAN" means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which the Borrower sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years. "PERMITTED LIENS" means any one or more of the following with respect to the assets of the Companies: (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 generally accepted accounting principles) 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 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 generally accepted accounting principles) in an amount which is adequate with respect thereto and provided further that such Liens do not in the aggregate materially detract from - 10 - 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 - 11 - 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; (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, where "Purchase Money Obligations" means any Lien created, issued or assumed by the Companies to secure indebtedness assumed as part of, or issued or incurred to pay or provide funds to pay, all or a part of the purchase price of any property (other than the securities of any Subsidiary or of any company which becomes a Subsidiary upon such purchase), 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 Official Body 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) the Liens set forth in Schedule G; (p) 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; (q) the interests of lessors pursuant to all leases, including the capital leases, under which a Company is the lessee; (r) 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 $75,000,000 in the aggregate; - 12 - (s) any deemed security interest in accounts arising as a result of the securitization thereof by the transfer thereof to a securitized asset pool; (t) 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; and (u) Liens granted to the Agent and the Lenders to secure the indebtedness hereunder. "PERSON" means any natural person, corporation, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity. "PLAN" means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Borrower or any of its subsidiaries sponsors or maintains or to which the Borrower or any of its subsidiaries makes, is making, or is obligated to make contributions and includes any Pension Plan. "PROPERTY" means all of the property owned, operated or used by the Companies. "PRO RATA SHARE" means, with respect to a particular Lender at a particular time, the ratio of the Individual Commitment of such Lender at such time to the aggregate of the Individual Commitments of all of the Lenders at such time. "QUALIFYING BID" means a Take-Over Bid which, based on such evidence as a particular Lender, acting reasonably and in good faith, considers to be satisfactory, is or will be supported by the management and/or directors of the offeree issuer, which support continues from the date upon which the Borrower gives notice of such Take-Over Bid to the Agent pursuant to Section 4.03 to the date upon which the offeror (as defined in the definition of Take-Over Bid) takes up and pays for the voting securities or equity securities forming the subject matter of the Take-Over Bid. "REPAYMENT AMOUNT" means the aggregate amount of Accommodation outstanding under the Credit Facility at 5:00 p.m. (Toronto time) on the Conversion Date. "REPORTABLE EVENT" means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the thirty (30) day notice requirement under ERISA has been waived in regulations issued by the PBGC. "ROLLOVER NOTICE" shall have the meaning ascribed thereto in Section 5.02. "S & P" means Standard & Poor's Rating Services and any successor thereto. "STANDBY FEE RATE" means, at any time, the applicable rate per annum set forth in the table below opposite the applicable S & P rating: - 13 -

"SUBORDINATED DEBT" means, at any particular time, unsecured indebtedness of the Borrower (for greater certainty, excluding the Subsidiaries) which would otherwise be Debt but which is subordinated in writing, on terms satisfactory to the Majority Lenders acting reasonably (including, without limitation, subordination and postponement of principal repayments and restrictions on rights to accelerate and commence proceedings), to the indebtedness of the Borrower to the Agent and the Lenders hereunder. "SUBSIDIARIES" shall have the meaning ascribed thereto in the Business Corporations Act (Ontario). "SUBSIDIARIES" means the subsidiaries of the Borrower including, without limitation, those identified as such in Schedule E (as such Schedule is updated pursuant to Section 11.01(a)(iii)). "TAKE-OVER BID" means an offer to acquire voting securities or equity securities of a class made by the Borrower or any subsidiary or affiliate of the Borrower alone or acting jointly in concert with any other Person (collectively, the "offeror") to any security holder of the offeree issuer, where the securities subject to the offer to acquire, together with the offeror's securities, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire, but excluding any such offer which, under the securities laws of the jurisdiction in which such offer is made, would be exempt from the formal requirements of a take-over bid. "TANGIBLE NET WORTH" means, at any particular time, Equity at such time less the aggregate of the amounts which would, in accordance with generally accepted accounting principles, be classified on the consolidated balance sheet of the Borrower at such time as intangible assets, including, without limitation, goodwill and deferred expenses. "TOTAL ASSETS" means, at any particular time, the amount which would, in accordance with generally accepted accounting principles, be classified on the consolidated balance sheet of the Borrower at such time as total assets. - 14 - "UNDRAWN COMMITMENT" means, with respect to a particular Lender at a particular time, the Individual Commitment of such Lender at such time less the Outstanding Accommodation of such Lender at such time. "UNFUNDED PENSION LIABILITY" means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. "U.S. DOLLAR EQUIVALENT" means as of any particular date, with reference to any amount expressed in Canadian dollars (the "Canadian Dollar Amount"), the amount expressed in United States dollars which would be required to buy the Canadian Dollar Amount using the noon spot rate of exchange for Canadian interbank transactions applied in converting United States dollars into Canadian dollars published by the Bank of Canada for such date. "UTILIZATION RATE" means, at any particular time, the fraction obtained by dividing the amount of Accommodation outstanding under the Credit Facility at such time by the amount of the Credit Facility at such time. "VOTING SECURITIES" shall have the meaning ascribed thereto in subsection 1(1) of the Securities Act (Ontario). 1.02 OTHER USAGES. References to "this agreement", "the agreement", "hereof", "herein", "hereto" and like references refer to this Term Credit Agreement and not to any particular Article, Section or other subdivision of this agreement. Any references herein to any agreements (including, without limitation, this agreement) or documents shall mean such agreements or documents as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. 1.03 PLURAL AND SINGULAR. Where the context so requires, words importing the singular number shall include the plural and vice versa. 1.04 HEADINGS. The division of this agreement into Articles and Sections and the insertion of headings in this agreement are for convenience of reference only and shall not affect the construction or interpretation of this agreement. 1.05 CURRENCY. Unless otherwise specified herein, all statements of or references to dollar amounts in this agreement shall mean lawful money of the United States of America. 1.06 APPLICABLE LAW. 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. Any legal action or proceeding with respect to this agreement may be brought in the courts of the Province of Ontario and, by execution and delivery of this agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the non-exclusive - 15 - jurisdiction of the aforesaid courts. Each party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party to the address prescribed by Section 15.02, such service to become effective when received. Nothing herein shall limit the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction. 1.07 TIME OF THE ESSENCE. Time shall in all respects be of the essence of this agreement. 1.08 NON-BANKING DAYS. Subject to Section 7.04(c), whenever any payment to be made hereunder shall be stated to be due or any action to be taken hereunder shall be stated to be required to be taken on a day other than a Banking Day, such payment shall be made or such action shall be taken on the next succeeding Banking Day and, in the case of the payment of any amount, the extension of time shall be included for the purposes of computation of interest, if any, thereon. 1.09 CONSENTS AND APPROVALS. Whenever the consent or approval of a party hereto is required in a particular circumstance, unless otherwise expressly provided for herein, such consent or approval shall not be unreasonably withheld or delayed by such party. 1.10 AMOUNT OF OUTSTANDING ACCOMMODATION. Any reference herein to the amount of Accommodation outstanding shall mean, at any particular time, in the case of a Base Rate Canada Loan or a LIBOR Loan, the principal amount thereof. 1.11 SCHEDULES. Each and every one of the schedules which is referred to in this agreement and attached to this agreement shall form a part of this agreement. 1.12 RELIANCE ON DISCLOSURE. Where in connection with any representation or warranty or event of default, the Borrower has made a disclosure of certain facts herein, it is acknowledged by all of the parties hereto that such disclosure has been made in good faith by the Borrower and for purposes of greater certainty and that: (a) such disclosure is not an admission by the Borrower that such facts constitute a Material Adverse Change or Material Adverse Effect; and (b) the nature of such disclosure shall not be relied upon by any of the parties hereto as evidence of what constitutes a Material Adverse Change or Material Adverse Effect. 1.13 EXTENSION OF CONVERSION DATE. (a) The Borrower may, by written notice given to the Agent at least 60 days but not more than 90 days prior to the then current Conversion Date, request that the Conversion Date be extended to a date which is 364 days following the then current Conversion Date. Such - 16 - extension shall become effective on the then current Conversion Date if, but only if, all of the Lenders notify the Agent in writing that they consent to such extension (whether such notification is provided either initially or after the completion of the procedures set forth in clauses (b), (c) and (d) below) at least 10 days prior to the then current Conversion Date, which consent may be withheld by the Lenders in their sole and absolute discretion. Any such notice to the Agent of consent to such extension which is given to the Agent more than 30 days prior to the then current Conversion Date shall be revocable by the Lender until the 30th day prior to the then current Conversion Date. (b) If the Borrower makes a request for an extension of the then current Conversion Date pursuant to Section 1.13(a), the Agent shall forthwith notify the Lenders of such request and each Lender shall, at least 30 days prior to the then current Conversion Date, notify the Agent as to whether or not it consents to such extension. If a group of Lenders (collectively, the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in the aggregate at the time of such request at least 80% of the total Individual Commitments at such time have so notified the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion Date, and the remaining Lenders (collectively, the "Non-Extending Lenders" and individually, a "Non-Extending Lender") have either failed to so notify the Agent or have so notified the Agent that they do not consent to such extension at least 30 days prior to the then current Conversion Date, then the Borrower may indicate to the Agent in writing that it desires to replace the Non-Extending Lenders with one or more of the Extending Lenders, and the Agent shall then forthwith give notice to the Extending Lenders that any Extending Lender or Extending Lenders may, in the aggregate, assume all (but not part) of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the "Assenting Lenders" and individually, an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitments and the rights and obligations of each such Assenting Lender hereunder shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lender shall pay to each Non-Extending Lender the advances of such Non-Extending Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Non-Extending Lender hereunder, and, upon such payment by the Assenting Lenders, such Non-Extending Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Lender to nil. - 17 - (c) If all of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder are not acquired and assumed by the Extending Lenders pursuant to Section 1.13(b), each Non-Extending Lender shall use its best efforts to sell on a timely basis (i.e., on or before a date no later than 10 days prior to the then current Conversion Date) its remaining Individual Commitment and rights and obligations hereunder to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c), which Purchasing Lender is prepared to consent to the requested extension of the Conversion Date. If the Borrower identifies to a Non-Extending Lender such a specific Purchasing Lender, such Non-Extending Lender shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lender. (d) If no sale has been made pursuant to Section 1.13(c) by the date which is 10 days prior to the then Conversion Date, the Borrower may prepay on such date all Accommodations made available to it by each Non-Extending Lender together with all accrued and unpaid fees and interest with respect thereto (provided that, with respect to any such Accommodations which are LIBOR Loans, they may be so prepaid as they mature), whereupon the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease to be a Lender hereunder. ARTICLE 2 CREDIT FACILITY 2.01 ESTABLISHMENT OF CREDIT FACILITY. Subject to the terms and conditions hereof, the Lenders hereby establish in favour of the Borrower a term credit facility (the "Credit Facility") in the amount of U.S. $650,000,000. 2.02 LENDERS' COMMITMENTS. Subject to the terms and conditions hereof, the Lenders severally agree to make Accommodation available to the Borrower under the Credit Facility from time to time provided that the aggregate amount of Accommodation to be made available by each Lender under the Credit Facility shall not at any time exceed the Individual Commitment of such Lender and further provided that the aggregate amount of Accommodation outstanding under the Credit Facility shall not at any time exceed the amount of the Credit Facility. All Accommodation requested under the Credit Facility shall be made available to the Borrower contemporaneously by all of the Lenders. Each Lender shall provide to the Borrower its Commitment Share of each Accommodation, whether such Accommodation is made available or continued, as the case may be, by way of drawdown, rollover or conversion. The number of different types of Accommodations outstanding at any time shall not exceed ten and, for such purposes, LIBOR Loans having different Interest Periods shall constitute different types of Accommodations. No Lender shall be responsible for any default by any other Lender in its obligation to provide its Commitment Share of any Accommodation nor shall the Individual Commitment of any Lender be increased as a result of any such default of another Lender. The failure of any Lender to make available to the Borrower its Commitment Share of any Accommodation shall not relieve any other Lender of its obligation hereunder to make available - 18 - to the Borrower its Commitment Share of such Accommodation. Notwithstanding any other provision hereof, the Agent is authorized by the Borrower and the Lenders to allocate amongst the Lenders the LIBOR Loans to be advanced in such manner and amounts as the Agent may, in its sole and unfettered discretion acting reasonably, consider necessary, rounding up or down, so as to ensure that no Lender is required to advance a LIBOR Loan for a fraction of U.S. $100,000. 2.03 CHANGE OF AMOUNT OF CREDIT FACILITY. At 5:00 p.m. (Toronto time) on the Conversion Date, the amount of the Credit Facility shall be permanently reduced to the aggregate amount of Accommodation outstanding under the Credit Facility at such time. The amount of the Credit Facility will be permanently reduced at the time of and by the amount of each prepayment pursuant to Section 1.13(d) and each prepayment or repayment after the Conversion Date pursuant to Article 9. The Borrower may, from time to time on or prior to the Conversion Date and upon two Banking Days' notice to the Agent, reduce the amount of the Credit Facility to the extent the Credit Facility is not utilized. Upon any change in the amount of the Credit Facility (other than a reduction thereof by reason of a prepayment pursuant to Section 1.13(d)), the Individual Commitment of each Lender shall thereupon be correspondingly changed by an amount equal to such Lender's Pro Rata Share of the amount of such change in the amount of the Credit Facility. 2.04 TERMINATION OF CREDIT FACILITY. The Credit Facility shall terminate upon the earliest to occur of: (a) the Maturity Date; (b) the termination of the Credit Facility in accordance with Section 13.01; and (c) the date on which the Credit Facility has been permanently reduced to zero pursuant to Section 2.03. Upon the termination of the Credit Facility, (i) the right of the Borrower to obtain or maintain Accommodation under the Credit Facility and all of the obligations of the Lenders to make Accommodation available under the Credit Facility shall automatically terminate and (ii) the Individual Commitment of each Lender shall be reduced to nil. - 19 - ARTICLE 3 GENERAL PROVISIONS RELATING TO ACCOMMODATIONS 3.01 TYPES OF ACCOMMODATIONS. Subject to the terms and conditions hereof, the Borrower may obtain and maintain Accommodation under the Credit Facility by way of one or more Base Rate Canada Loans and, subject to availability of LIBOR funding in the financial markets, LIBOR Loans. 3.02 FUNDING OF LOANS. Each Lender shall make available to the Agent its Commitment Share of the principal amount of each Loan under the Credit Facility prior to 11:30 a.m. (Toronto time) on the date of the Accommodation. The Agent shall, upon fulfilment by the Borrower or waiver by the Majority Lenders of the terms and conditions set forth in Article 12, make such funds available to the Borrower on the date of the Accommodation by crediting the Designated Account unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Agent has been notified by a Lender prior to 11:30 a.m. (Toronto time) on the date of the Accommodation that such Lender will not make available to the Agent its Commitment Share of such Loan, the Agent may assume that such Lender has made such portion of the Loan available to the Agent on the date of the Accommodation in accordance with the provisions hereof and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Agent has made such assumption, to the extent such Lender shall not have so made its Commitment Share of the Loan available to the Agent, such corresponding amount made available by the Agent shall not constitute a Loan hereunder, and the Agent shall be entitled to recover from such Lender, by way of reimbursement, such corresponding amount together with all reasonable costs incurred by the Agent in connection therewith and interest thereon (calculated at the then prevailing interbank rate for each day from the date such amount is made available to the Borrower until such amount is reimbursed to the Agent), for each day from the date such amount was made available to the Borrower until such amounts are reimbursed; provided that if the Lender fails to pay then the Borrower shall reimburse such amounts to the Agent. The amount payable by such Lender to the Agent pursuant hereto shall be set forth in a certificate delivered by the Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such Lender's Commitment Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrower in respect of such Loan. The failure of any Lender to make available to the Agent its Commitment Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Commitment Share of the Loan on the date of the Accommodation. 3.03 FAILURE OF LENDER TO FUND LOAN. If any Lender fails to make available to the Agent its Commitment Share of any Loan under the Credit Facility as required (such Lender being herein called the "Defaulting Lender") and the Agent has not funded pursuant to Section 3.02, the Agent shall forthwith give notice of such failure by the Defaulting Lender to the Borrower - 20 - and the other Lenders and such notice shall state that any Lender may make available to the Agent all or any portion of the Defaulting Lender's Commitment Share of such Loan (but in no way shall any other Lender or the Agent be obliged to do so) in the place and stead of the Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place and stead of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the "Contributing Lenders" and individually called the "Contributing Lender") are prepared to make available exceeds the amount of the advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its pro rata share of such advance based on the Contributing Lenders' relative commitments to advance in such circumstances. If any Contributing Lender makes funds available in the place and stead of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place and stead, forthwith on demand, any amount advanced on its behalf together with interest thereon at the then prevailing interbank rate for each day from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Loan from the Borrower. In addition to interest as aforesaid, the Borrower shall pay all amounts owing by the Borrower to the Defaulting Lender hereunder (with respect to the amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender) to the Contributing Lenders in accordance with Section 3.04 until such time as the Defaulting Lender pays to the Agent for the Contributing Lenders all amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender. 3.04 INABILITY TO FUND U.S. DOLLAR ADVANCES IN CANADA. If any Lender (the "Affected Lender") determines in good faith, which determination shall be final, conclusive and binding on the Borrower, and the Affected Lender notifies the Borrower that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of United States dollars are unavailable to the Affected Lender in Canada, (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of LIBOR, (iii) the making or continuation of United States dollar advances in Canada has been made impracticable by the occurrence of a contingency (other than a mere increase in rates payable by the Affected Lender to fund the advance) which materially and adversely affects the funding of the advances at any interest rate computed on the basis of LIBOR, or by reason of a change in any applicable law or government regulation, guideline or order (whether or not having the force of law but, if not having the force of law, one with which a responsible bank would comply) or in the interpretation thereof by any Official Body affecting the Affected Lender or any relevant financial market, which results in LIBOR no longer representing the effective cost to the Affected Lender of deposits in such market for a relevant Interest Period, or (iv) any change to present law or any future law, regulation, order, treaty or official directive (whether or not having the force of law but, if not having the force of law, one with which a responsible bank would comply) or any change therein or any interpretation or application thereof by any Official Body has made it unlawful for the Affected Lender to make or maintain or give effect to its obligations in respect of United States dollar advances in Canada as contemplated herein, then - 21 - (a) the right of the Borrower to obtain any affected type of Accommodation from the Affected Lender shall be suspended until the Affected Lender determines that the circumstances causing such suspension no longer exist and the Affected Lender so notifies the Borrower; (b) if any affected type of Accommodation is not yet outstanding, any applicable Drawdown Notice, Rollover Notice or Conversion Notice shall be cancelled and the advance requested therein shall not be made; and (c) if any LIBOR Loan is already outstanding at any time when the right of the Borrower to obtain Accommodation by way of a LIBOR Loan is suspended, it shall be converted on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable law) to a Base Rate Canada Loan in the principal amount equal to the principal amount of the LIBOR Loan. 3.05 TIME AND PLACE OF PAYMENTS. The Borrower shall make all payments pursuant to this agreement or pursuant to any document, instrument or agreement delivered pursuant hereto by deposit to the applicable Designated Account before 12:00 noon (Toronto time) on the day specified for payment and the Agent shall be entitled to withdraw the amount of any payment due to the Agent or the Lenders from such account on the day specified for payment. 3.06 REMITTANCE OF PAYMENTS DUE TO LENDERS. Forthwith after the withdrawal from the applicable Designated Account by the Agent of any payment of principal, interest, fees, or other amounts for the benefit of the Lenders pursuant to Section 3.05, the Agent shall, subject to Section 8.03, remit to each Lender entitled thereto, in immediately available funds, such Lender's Payment Share of such payment (or such Lender's Commitment Share of such payment in the case of standby fees, calculated on a daily average basis); provided that if the Agent, on the assumption that it will receive, on any particular date, a payment of principal (including, without limitation, a prepayment), interest, fees or other amount hereunder, remits to each Lender entitled thereto its Payment Share or Commitment Share, as the case may be, of such payment and the Borrower fails to make such payment, each of the Lenders agrees to repay to the Agent, forthwith on demand, to the extent that such amount is not recovered from the Borrower on demand and after reasonable efforts by the Agent to collect such amount (without in any way obligating the Agent to take any legal action with respect to such collection), such Lender's Payment Share or Commitment Share, as the case may be, of the payment made to it pursuant hereto together with interest thereon at the then prevailing interbank rate for each day from the date such amount is remitted to the Lenders until the date such amount is paid or repaid to the Agent, the exact amount of the repayment required to be made by the Lenders pursuant hereto to be as set forth in a certificate delivered by the Agent to each Lender, which certificate shall constitute prima facie evidence of such amount of repayment. - 22 - 3.07 EVIDENCE OF INDEBTEDNESS. The Agent shall open and maintain accounts wherein the Agent shall record the amount and type of Accommodation outstanding, each advance and each payment of principal and interest on account of each Loan and all other amounts becoming due to and being paid to the Lenders or the Agent hereunder. The Agent's accounts constitute, in the absence of manifest error, prima facie evidence of the indebtedness of the Borrower to the Lenders and the Agent hereunder. 3.08 NOTICE PERIODS. Each Drawdown Notice, Rollover Notice, Conversion Notice and Payment Notice shall be given to the Agent: (a) prior to 11:30 a.m. (Toronto time) on the third Banking Day prior to the date of a drawdown of, rollover of, conversion into, conversion of, conversion into, repayment of or prepayment of a LIBOR Loan; and (b) prior to 11:30 a.m. (Toronto time) on the second Banking Day prior to the date of any other drawdown, rollover, conversion, repayment or prepayment. ARTICLE 4 DRAWDOWN 4.01 DRAWDOWN NOTICE. Provided that all of the applicable conditions precedent set forth in Article 12 have been fulfilled by the Borrower or waived by the Majority Lenders and subject to Section 4.03, the Borrower may have Accommodation made available to it under the Credit Facility from time to time prior to the Conversion Date by giving to the Agent an irrevocable notice ("Drawdown Notice") in accordance with Section 3.08 and specifying (a) the date such Accommodation is to be made available; (b) whether such Accommodation is to be made available by way of LIBOR Loan or Base Rate Canada Loan; (c) the principal amount of the Loan, and, in the case of any LIBOR Loan, the Interest Period with respect thereto; (d) the details of any irrevocable authorization and direction with respect to the disbursement of the proceeds of such drawdowns; and (e) confirmation that the conditions precedent set out in Section 12.01 have been fulfilled. 4.02 ONE BORROWING. For greater certainty, there shall only be one Borrowing under the Credit Facility after the Conversion Date. Rollovers of Accommodations pursuant to Article 5 - 23 - and conversions from one type of Accommodation to another pursuant to Article 6 represent variations only in the terms of the outstanding Borrowing that is a continuous obligation. 4.03 FINANCING OF HOSTILE BID. If the Borrower wishes to have an Accommodation made available to it under the Credit Facility for the purpose of financing a Take-Over Bid, the Borrower shall deliver to the Agent a written notice ("Take-Over Bid Notice") thereof at least 10 days prior to the date on which it gives to the Agent a Drawdown Notice requesting such Accommodation. Such Take-Over Bid Notice shall include the details of such Take-Over Bid and any evidence that such Take-Over Bid is a Qualifying Bid. As soon as possible but in any event within 3 days of the giving of the Take-Over Bid Notice, each Lender shall, acting reasonably and in good faith, determine whether or not it considers the Take-Over Bid to be a Qualifying Bid and shall so notify the Agent and the Borrower and, if the Lender so determines that the Take-Over Bid is not a Qualifying Bid, the Lender shall, in such notice, elect whether or not it wishes to fund its Commitment Share of such drawdown. Notwithstanding any other provisions hereof, if any Lender so determines that the Take-Over Bid is not a Qualifying Bid and elects not to fund its Commitment Share of the drawdown, such Lender shall not be required to fund its Commitment Share of such drawdown and the drawdown shall be reduced accordingly. ARTICLE 5 ROLLOVERS 5.01 LIBOR LOANS. Provided that the Borrower has, by giving notice to the Agent in accordance with Section 5.02, requested the Lenders to continue to make Accommodation available by way of LIBOR Loan at the end of the then outstanding Interest Period, each Lender shall, at the end of such Interest Period, continue to make Accommodation available to the Borrower by way of LIBOR Loan (without a further advance of funds to the Borrower) for the Interest Period specified in the Rollover Notice and in the principal amount equal to the principal amount of the outstanding LIBOR Loan to the extent it was made available by such Lender. 5.02 ROLLOVER NOTICE. The notice to be given to the Agent pursuant to Section 5.01 ("Rollover Notice") shall be irrevocable, shall be given in accordance with Section 3.08 and shall specify: (a) the expiry date of the Interest Period of the outstanding LIBOR Loan; (b) the principal amount of the LIBOR Loan; (c) the new Interest Period of the LIBOR Loan; and (d) confirmation that the conditions precedent set out in Section 12.01 have been fulfilled. - 24 - ARTICLE 6 CONVERSIONS 6.01 CONVERTING LOAN TO OTHER TYPE OF LOAN. Provided that the Borrower has, by giving notice to the Agent in accordance with Section 6.02, requested that all or a portion of an outstanding Loan of a particular type be converted into another type of Loan, each Lender shall, on the date of conversion (which, in the case of the conversion of all or a portion of an outstanding LIBOR Loan, shall be the last day of the Interest Period of such Loan), continue to make Accommodation available to the Borrower by way of the type of Loan into which the outstanding Loan or a portion thereof is converted (without a further advance of funds to the Borrower) in the aggregate principal amount equal to the principal amount of the outstanding Loan or the portion thereof which is being converted to the extent it was made available by such Lender. 6.02 CONVERSION NOTICE. The notice to be given to the Agent pursuant to Section 6.01 ("Conversion Notice") shall be irrevocable, shall be given in accordance with Section 3.08 and shall specify: (a) the type of Loan to be converted; (b) the date on which the conversion is to take place; (c) the principal amount of the Loan or the portion thereof which is to be converted; (d) the type and amount of the Loan into which the outstanding Loan is to be converted; (e) if outstanding Accommodation is to be converted into a LIBOR Loan, the applicable Interest Period; and (f) confirmation that the conditions precedent set out in Section 12.01 have been fulfilled. 6.03 ABSENCE OF NOTICE. In the absence of a Rollover Notice or Conversion Notice within the appropriate time periods referred to herein, a LIBOR Loan at the end of its Interest Period shall be automatically converted to a Base Rate Canada Loan as though a notice to such effect had been given in accordance with Section 6.02. 6.04 CONVERSION AFTER DEFAULT. If an Event of Default has occurred and is continuing at 10:00 a.m. (Toronto time) on the third Banking Day prior to the last day of the Interest Period of a LIBOR Loan, the Agent may, with the approval of the Majority Lenders and upon notice to the Borrower, convert such LIBOR Loan to a Base Rate Canada Loan as though a notice to such effect had been given in accordance with Section 6.02. - 25 - ARTICLE 7 INTEREST AND FEES 7.01 INTEREST RATES. The Borrower shall pay to the Lenders, in accordance with Section 3.08, interest on the outstanding principal amount from time to time of each such Loan at the rate per annum equal to: (a) the Alternate Base Rate Canada in the case of each Base Rate Canada Loan; and (b) LIBOR plus the Applicable Margin in the case of each LIBOR Loan. After the Conversion Date, the Applicable Margin shall increase by 0.15% per annum. 7.02 CALCULATION AND PAYMENT OF INTEREST. (a) Interest on the outstanding principal amount from time to time of each LIBOR Loan and Base Rate Canada Loan shall accrue from day to day from and including the date on which Accommodation is made available by way of such Loan to but excluding the date on which such Loan is repaid in full (both before and after maturity and before and after judgment) and shall be calculated on the basis of the actual number of days elapsed divided by 360. (b) Accrued interest shall be paid, (i) in the case of interest on Base Rate Canada Loans, monthly in arrears on the last Banking Day of each calendar month; and (ii) in the case of interest on LIBOR Loans, on the last day of the applicable Interest Period and, where the Interest Period is longer than three months, every three months after the beginning of such Interest Period. 7.03 GENERAL INTEREST RULES. (a) For the purposes hereof, whenever interest is calculated on the basis of a year of 360 days, each rate of interest determined pursuant to such calculation expressed as an annual rate for the purposes of the Interest Act (Canada) is equivalent to such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. (b) Interest on each Loan shall be payable in United States dollars. (c) If the Borrower fails to pay any principal, interest, fee or other amount of any nature payable by it hereunder on the due date therefor, the Borrower shall pay to the Lenders to whom such amount is due interest on such overdue amount in the same currency as such overdue amount is payable from and including such due date to but excluding the date of actual payment - 26 - (as well after as before judgment) at the rate per annum, calculated and compounded monthly, which is equal to the Alternate Base Rate Canada plus 1%. 7.04 SELECTION OF INTEREST PERIODS. With respect to each LIBOR Loan, the Borrower shall specify in the Drawdown Notice, Rollover Notice or Conversion Notice, the duration of the Interest Period provided that: (a) Interest Periods for LIBOR Loans shall have a duration of one, two, three, six, nine or twelve months and shall end on or before the Maturity Date; (b) the first Interest Period for a LIBOR Loan shall commence on and include the day on which Accommodation is made available by way of such Loan and each subsequent Interest Period applicable thereto shall commence on and include the date of the expiry of the immediately preceding Interest Period applicable thereto; and (c) if any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. 7.05 STANDBY FEES. Upon the first Banking Day immediately following the completion of each Fiscal Quarter and upon the termination of the Credit Facility pursuant to Section 2.04, the Borrower shall pay to the Lenders, in arrears, a standby fee, calculated and accruing daily from the date of the execution and delivery of this agreement at the rate per annum, calculated on the basis of a year of 365 days or 366 days in the case of a leap year, equal to the Standby Fee Rate on the Available Accommodation during such Fiscal Quarter. Such standby fee shall be non-refundable and shall be fully earned when due. 7.06 ADJUSTMENT OF APPLICABLE MARGIN AND STANDBY FEE RATE. The Applicable Margin and the Standby Fee Rate shall be adjusted on, and any such adjustment shall be effective as of, the Banking Day immediately following any announcement, change, or withdrawal of S & P's corporate credit or debt rating of the Borrower which results in a different Applicable Margin or Standby Fee Rate being applicable. ARTICLE 8 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS 8.01 CONDITIONS OF CREDIT. The obtaining or maintaining of Accommodation hereunder shall be subject to the terms and conditions contained in this Article 8. 8.02 CHANGE OF CIRCUMSTANCES. - 27 - (a) If, after the date hereof, the introduction of or any change in or in the interpretation of, or any change in its application to any Lender of, any law or any regulation or guideline issued by any Official Body, including, without limitation, any reserve or special deposit requirement or any tax (other than tax on a Lender's general income) or any capital requirement, has, due to a Lender's compliance, the effect, directly or indirectly, of (i) increasing the cost to such Lender of performing its obligations hereunder; (ii) reducing any amount received or receivable by such Lender hereunder or its effective return hereunder or on its capital; or (iii) causing such Lender to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder, then the Lender shall deliver to the Borrower a certificate setting out the reason for and the calculation of the relevant amount and, upon demand from time to time, the Borrower shall pay such amount as shall compensate such Lender for any such cost, reduction, payment or foregone return (but no earlier than the amount to which it pertains would have been required to be paid hereunder) provided that the Borrower shall be obligated under this Section 8.02(a) to compensate such Lender for capital adequacy requirements measured against its outstanding obligations hereunder only to the extent such capital adequacy requirements are in excess of the capital adequacy requirements as of the date hereof. Any certificate of a Lender in respect of the foregoing will be conclusive and binding upon the Borrower, except for manifest error, provided that such Lender shall determine the amounts owing to it in good faith using any reasonable averaging and attribution methods. (b) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to seek additional amounts from the Borrower pursuant to Section 8.02(a), it will use reasonable efforts to make, fund or maintain the affected Accommodation through another lending office or take such other actions as it deems appropriate if as a result thereof the additional moneys which would otherwise be required to be paid in respect of such Accommodation pursuant to Section 8.02(a) would be reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such Accommodation through such other lending office or the taking of such other actions would not otherwise adversely affect such Accommodation or such Lender and would not, in such Lender's sole discretion, be commercially unreasonable. (c) Notwithstanding Section 8.02(a), the Borrower shall not be liable to compensate a Lender for any such cost, reduction, payment or foregone return: (i) resulting from any law, regulation or guideline now in effect or of which such Lender has received actual notice as of the date hereof and which will take effect during the term of this agreement; (ii) occurring more than 60 days before receipt by the Borrower of the certificate described in Section 8.02(a); or - 28 - (iii) if such compensation is not being claimed as a general practice from customers of such Lender who by agreement are liable to pay such or similar compensation. In determining the amount of compensation payable by the Borrower under Section 8.02(a), such Lender shall use all reasonable efforts to minimize the compensation payable by the Borrower including, without limitation, using all reasonable efforts to obtain refunds or credits in the ordinary course of its business, and any compensation paid by the Borrower which is later determined not to have been properly payable or in respect of which a refund, credit or compensation has been received shall forthwith be reimbursed by such Lender to the Borrower. 8.03 ASSIGNMENT AS A RESULT OF CHANGE OF CIRCUMSTANCES. If any Lender but not all of the Lenders seeks additional compensation pursuant to Section 8.02(a) (the "Affected Lender"), then the Borrower may indicate to the Agent in writing that it desires the Affected Lender to be replaced with one or more of the other Lenders, and the Agent shall then forthwith give notice to the other Lenders that any Lender or Lenders may, in the aggregate, assume all (but not part) of the Affected Lender's Individual Commitment and obligations hereunder and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other agreements and instruments delivered pursuant hereto (but in no event shall any other Lender or the Agent be obliged to do so). If one or more Lenders shall so agree in writing (herein collectively called the "Assenting Lenders" and individually called an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitment and the obligations of such Assenting Lender under this agreement and the rights and obligations of such Assenting Lender under each of the other agreements and instruments delivered pursuant hereto shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender's Outstanding Accommodation and Individual Commitment and obligations under this agreement and rights and obligations under each of the other agreements and instruments delivered pursuant hereto on a date mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lenders shall pay to the Affected Lender the amount of the outstanding Accommodations which it has made available to the Borrower and the Affected Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of the Affected Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption. If there are no Assenting Lenders, the Borrower may designate to the Agent by written notice a Canadian chartered bank which is not a Lender and, for all purposes of this Section 8.03, such bank shall be the sole Assenting Lender. 8.04 INDEMNITY RELATING TO CREDITS. Upon notice from the Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Agent or the Lenders such amount or amounts as will compensate the Agent or the Lenders for any loss, cost or expense incurred by them in the liquidation or - 29 - redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (a) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Agent; or (b) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Agent. 8.05 INDEMNITY FOR TRANSACTIONAL AND ENVIRONMENTAL LIABILITY. (a) The Borrower hereby agrees to indemnify, exonerate and hold the Agent and each Lender and each of their respective officers, directors and agents (collectively, the "Indemnified Parties") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements (collectively, in this Section 8.05(a), the "Indemnified Liabilities"), paid, incurred or suffered by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Accommodation obtained hereunder, or (ii) the execution, delivery, performance or enforcement of this agreement and any instrument, document or agreement executed pursuant hereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determined arose on account of the relevant Indemnified Party's gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in Section 8.05(a), the Borrower hereby further agrees to indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements, of any and every kind whatsoever (collectively, in this Section 8.05(b), the "Indemnified Liabilities"), paid, incurred or suffered by the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any Property of any Hazardous Material or (ii) the breach or violation of any Environmental Law by any of the Companies, except for any such Indemnified Liabilities that a court of competent jurisdiction determined arose on account of the relevant Indemnified Party's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.05 shall survive any termination of the Credit Facilities or this agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Agent or any of the Lenders. - 30 - (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.05, the Agent and each of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of its officers, directors and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.05 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or willful misconduct of any Indemnified Party. 8.06 PAYMENTS FREE AND CLEAR OF TAXES. The Borrower hereby agrees, in favour of the Agent and each Lender that: (a) Any and all payments made by the Borrower under or pursuant to this agreement or any agreement or instrument delivered pursuant hereto shall be made free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholding or other charges of any nature imposed by any taxing authority, whether domestic or foreign, and all liabilities with respect thereto, imposed as a consequence of the making of any payment under or pursuant to this agreement or any agreement or instrument delivered pursuant hereto excluding, in the case of the Agent or any Lender, taxes imposed on its net income or capital taxes or receipts and franchise taxes (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent or any Lender under or pursuant to this agreement or any agreement or instrument delivered pursuant hereto, the sum so payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.06) the Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made. (b) The Borrower hereby indemnifies and holds harmless the Agent and each Lender for the full amount of Taxes, and for any incremental Taxes due to the Borrower's failure to remit to the Agent and the Lenders the required receipts or other required documentary evidence or due to the Borrower's failure to pay any Taxes when due to the appropriate taxing authority (including, without limitation, any taxes imposed by any jurisdiction on amounts payable under this Section 8.06) which are paid by the Agent or any Lender, as the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or taxes were correctly or legally assessed. The Agent or any Lender who pays any Taxes or taxes shall promptly - 31 - notify the Borrower of such payment and, if such payment was made pursuant to an incorrect or illegal assessment, shall reasonably cooperate with the Borrower, at the expense of the Borrower, in any dispute of such assessment. Payment pursuant to this indemnification shall be made within 30 days from the date the Agent or such Lender, as the case may be, makes written demand therefor. (c) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 8.06 shall survive the repayment of the outstanding Accommodation hereunder and the termination of the Credit Facility or this agreement. (d) Notwithstanding any other provision hereof, any Lender which is not a resident of Canada for the purpose of the Income Tax Act (Canada) shall not be entitled to the benefits of Section 8.05(a), (b) and (c) to the extent they relate to withholding tax on payments to be made by the Borrower to such Lender. ARTICLE 9 REPAYMENT AND PREPAYMENTS 9.01 REPAYMENT. The Borrower shall repay to the Lenders the balance of the outstanding Accommodation under the Credit Facility on the Maturity Date. Amounts which are repaid as aforesaid may not be reborrowed. 9.02 VOLUNTARY PREPAYMENTS. (a) Subject to Section 9.03, the Borrower shall be entitled, at its option, to prepay all or any portion of the Accommodation under the Credit Facility which is outstanding by way of Loan at any time provided that Section 8.04 shall be complied with in connection with any such prepayment. (b) Amount which are prepaid pursuant to this Section 9.02 prior to the Conversion Date may be reborrowed. Amounts which are prepaid pursuant to this Section 9.02 on or after the Conversion Date may not be reborrowed. 9.03 PAYMENT NOTICE. The Borrower shall give written notice ("Payment Notice") to the Agent of each repayment pursuant to Section 9.01 and each voluntary prepayment pursuant to Section 9.02. Such notice shall be irrevocable, shall be given in accordance with Section 3.08 and shall specify: (a) the date on which the repayment or prepayment is to take place; and (b) the manner in which the repayment or prepayment is to be effected. - 32 - ARTICLE 10 REPRESENTATIONS AND WARRANTIES 10.01 REPRESENTATIONS AND WARRANTIES. To induce the Lenders and the Agent to enter into this agreement and to make Accommodation available to the Borrower hereunder from time to time, the Borrower hereby represents and warrants to the Lenders and the Agent, as at the date hereof and, with respect to Sections 10.01(e) to (h), as at the date of each drawdown pursuant to Article 4, each rollover pursuant to Article 5 and each conversion pursuant to Article 6 and as at the last day of each Fiscal Quarter, as follows and acknowledges and confirms that the Lenders and the Agent are relying upon such representations and warranties in executing this agreement and in making Accommodation available hereunder: (a) STATUS AND POWER. The Borrower is a corporation duly incorporated and organized and validly subsisting in good standing under the laws of the Province of Saskatchewan. Each of the Material Subsidiaries (other than PCS Finance LLC) is a corporation duly incorporated and organized and validly subsisting in good standing under the laws of its jurisdiction of incorporation as set forth in Schedule E. PCS Finance LLC is a limited liability company validly subsisting under the laws of the State of Delaware. 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. The Borrower and each of the Material Subsidiaries has all requisite corporate capacity, power and authority to own, hold under licence or lease its properties and to carry on its business as now 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 12.02(d)(vii). (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 - 33 - 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 Official Body or any other party. (d) FINANCIAL STATEMENTS. The Financial Statements were prepared in accordance with generally accepted accounting principles and no Material Adverse Change has occurred since December 31, 2000. The balance sheets contained in 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 Official Body which could reasonably be expected to have a Material Adverse Effect other than as disclosed in Schedule J. (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, where such default could reasonably be expected to have a Material Adverse Effect, other than as disclosed in Schedule H. (g) ERISA COMPLIANCE. Except as specifically disclosed in Schedule H: (i) Each Plan is in compliance in all material respects with the applicable