ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit
Number Description of Document
3(a) Articles of Continuance of the registrant dated May 15, 2002,
incorporated by reference to Exhibit 3(a) to the registrant's report
on Form 10-Q for the quarterly period ended June 30, 2002 (the
"Second Quarter 2002 Form 10-Q").
3(b) Bylaws of the registrant effective May 15, 2002, incorporated by
reference to Exhibit 3(a) to the Second Quarter 2002 Form 10-Q.
4(a) Term Credit Agreement between The Bank of Nova Scotia and other
financial institutions and the registrant dated September 25, 2001,
incorporated by reference to Exhibit 4(a) to the registrant's report
on Form 10-Q for the quarterly period ended September 30, 2001.
4(b) Syndicated Term Credit Facility Amending Agreement between The Bank
of Nova Scotia and other financial institutions and the registrant
dated as of September 23, 2003, incorporated by reference to
Exhibit 4(b) to the registrant's report on Form 10-Q for the
quarterly period ended September 30, 2003 (the "Third Quarter 2003
Form 10-Q").
4(c) Indenture dated as of June 16, 1997, between the registrant and The
Bank of Nova Scotia Trust Company of New York, incorporated by
reference to Exhibit 4(a) to the registrant's report on Form 8-K
dated June 18, 1997 (the "1997 Form 8-K").
4(d) Indenture dated as of February 27, 2003, between the registrant and
The Bank of Nova Scotia Trust Company of New York, incorporated by
reference to Exhibit 4(c) to the registrant's report on Form 10-K
for the year ended December 31, 2002 (the "2002 Form 10-K").
4(e) Form of Notes relating to the registrant's offering of $400,000,000
principal amount of 7.125% Notes due June 15, 2007, incorporated by
reference to Exhibit 4(b) to the 1997 Form 8-K.
4(f) Form of Notes relating to the registrant's offering of $600,000,000
principal amount of 7 3/4% Notes due May 31, 2011, incorporated by
reference to Exhibit 4 to the registrant's report on Form 8-K dated
May 17, 2001.
4(g) Form of Note relating to the registrant's offering of $250,000,000
principal amount of 4.875% Notes due March 1, 2013, incorporated by
reference to Exhibit 4 to the registrant's report on Form 8-K dated
February 28, 2003.
The registrant hereby undertakes to file with the Securities and Exchange
Commission, upon request, copies of any constituent instruments defining the
rights of holders of long-term debt of the registrant or its subsidiaries that
have not been filed herewith because the amounts represented thereby are less
than 10% of the total assets of the registrant and its subsidiaries on a
consolidated basis.
Exhibit
Number Description of Document
10(a) Sixth Voting Agreement dated April 22, 1978, between Central Canada
Potash, Division of Noranda, Inc., Cominco Ltd., International
Minerals and Chemical Corporation (Canada) Limited, PCS Sales and
Texasgulf Inc., incorporated by reference to Exhibit 10(f) to the
registrant's registration statement on Form F-1 (File No. 33-31303)
(the "F-1 Registration Statement").
10(b) Canpotex Limited Shareholders Seventh Memorandum of Agreement
effective April 21, 1978, between Central Canada Potash, Division of
Noranda Inc., Cominco Ltd., International Minerals and Chemical
Corporation (Canada) Limited, PCS Sales, Texasgulf Inc. and Canpotex
Limited as amended by Canpotex S&P amending agreement dated
November 4, 1987, incorporated by reference to Exhibit 10(g) to the
F-1 Registration Statement.
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Exhibit
Number Description of Document
10(c) Producer Agreement dated April 21, 1978, between Canpotex Limited
and PCS Sales, incorporated by reference to Exhibit 10(h) to the F-1
Registration Statement.
10(d) Canpotex/PCS Amending Agreement, dated as of October 1, 1992,
incorporated by reference to Exhibit 10(f) to the registrant's
report on Form 10-K for the year ended December 31, 1995 (the "1995
Form 10-K").
10(e) Canpotex PCA Collateral Withdrawing/PCS Amending Agreement, dated as
of October 7, 1993, incorporated by reference to Exhibit 10(g) to
the 1995 Form 10-K.
10(f) Canpotex Producer Agreement amending agreement dated as of
January 1, 1999, incorporated by reference to Exhibit 10(f) to the
registrant's report on Form 10-K for the year ended December 31,
2000 (the "2000 Form 10-K").
10(g) Canpotex Producer Agreement amending agreement dated as of July 1,
2002.
10(h) Form of Agreement of Limited Partnership of Arcadian Fertilizer,
L.P. dated as of March 3, 1992, and the related Certificate of
Limited Partnership of Arcadian Fertilizer, L.P., filed with the
Secretary of State of the State of Delaware on March 3, 1992,
incorporated by reference to Exhibits 3.1 and 3.2 to Arcadian
Partners L.P.'s Registration Statement on Form S-1 (File
No. 33-45828).
10(i) Amendment to Agreement of Limited Partnership of Arcadian
Fertilizer, L.P. and related Certificates of Limited Partnership of
Arcadian Fertilizer, L.P. filed with the Secretary of State of the
State of Delaware on March 6, 1997 and November 26, 1997,
incorporated by reference to Exhibit 10(f) to the registrant's
report on Form 10-K for the year ended December 31, 1998 (the "1998
Form 10-K").
10(j) Second amendment to Agreement of Limited Partnership of PCS Nitrogen
Fertilizer, L.P. dated December 15, 2002, incorporated by reference
to Exhibit 10(i) to the 2002 Form 10-K.
10(k) Third amendment to Agreement of Limited Partnership of PCS Nitrogen
Fertilizer, L.P. dated December 15, 2003.
10(l) Geismar Complex Services Agreement dated June 4, 1984, between
Honeywell International, Inc. and Arcadian Corporation, incorporated
by reference to Exhibit 10.4 to Arcadian Corporation's Registration
Statement on Form S-1 (File No. 33-34357).
10(m) Esterhazy Restated Mining and Processing Agreement dated January 31,
1978, between International Minerals & Chemical Corporation (Canada)
Limited and the registrant's predecessor, incorporated by reference
to Exhibit 10(e) to the F-1 Registration Statement.
10(n) Agreement dated December 21, 1990, between International Minerals &
Chemical Corporation (Canada) Limited and the registrant, amending
the Esterhazy Restated Mining and Processing Agreement dated
January 31, 1978, incorporated by reference to Exhibit 10(p) to the
registrant's report on Form 10-K for the year ended December 31,
1990.
10(o) Agreement effective August 27, 1998, between International Minerals
& Chemical (Canada) Global Limited and the registrant, amending the
Esterhazy Restated Mining and Processing Agreement dated January 31,
1978 (as amended), incorporated by reference to Exhibit 10(l) to the
1998 Form 10-K.
10(p) Agreement effective August 31, 1998, among International Minerals &
Chemical (Canada) Global Limited, International Minerals & Chemical
(Canada) Limited Partnership and the registrant assigning the
interest in the Esterhazy Restated Mining and Processing Agreement
dated January 31, 1978 (as amended) held by International Minerals &
Chemical (Canada) Global Limited to International Minerals &
Chemical (Canada) Limited Partnership, incorporated by reference to
Exhibit 10(m) to the 1998 Form 10-K.
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Exhibit
Number Description of Document
10(q) Operating Agreement dated May 11, 1993, between BP Chemicals Inc.
and Arcadian Ohio, L.P., as amended by the First Amendment to the
Operating Agreement dated as of November 20, 1995, between
BP Chemicals Inc. and Arcadian Ohio, L.P. (the "First Amendment"),
incorporated by reference to Exhibit 10.2 to Arcadian Partners
L.P.'s current report on Form 8-K for the report event dated May 11,
1993, except for the First Amendment which is incorporated by
reference to Arcadian Corporation's report on Form 10-K for the year
ended December 31, 1995.
10(r) Second Amendment to Operating Agreement between BP Chemicals, Inc.
and Arcadian Ohio, L.P., dated as of November 25, 1996, incorporated
by reference to Exhibit 10(k) of the registrant's report on
Form 10-K for the year ended December 31, 1997 (the "1997
Form 10-K").
10(s) Manufacturing Support Agreement dated May 11, 1993, between
BP Chemicals Inc. and Arcadian Ohio, L.P., incorporated by reference
to Exhibit 10.3 to Arcadian Partners L.P.'s current report on
Form 8-K for the report event dated May 11, 1993.
10(t) First Amendment to Manufacturing Support Agreement dated as of
November 25, 1996, between BP Chemicals, Inc. and Arcadian Ohio,
L.P., incorporated by reference to Exhibit 10(l) to the 1997
Form 10-K.
10(u) Letter of amendment to the Manufacturing Support Agreement and
Operating Agreement dated September 8, 2003, between BP Chemicals
Inc. and PCS Nitrogen Ohio, L.P., incorporated by reference to
Exhibit 10(s) to the Third Quarter 2003 Form 10-Q.
10(v) Potash Corporation of Saskatchewan Inc. Stock Option Plan -
Directors, as amended January 23, 2001, incorporated by reference to
Exhibit 10(bb) to the Second Quarter 2001 Form 10-Q.
10(w) Potash Corporation of Saskatchewan Inc. Stock Option Plan - Officers
and Employees, as amended January 23, 2001, incorporated by
reference to Exhibit 10(aa) to the 2000 Form 10-K.
10(x) Short-Term Incentive Plan of the registrant effective January 2000,
incorporated by reference to Exhibit 10(z) to the registrant's
report on Form 10-Q for the quarterly period ended March 31, 2000
(the "First Quarter 2000 Form 10-Q").
10(y) Long-Term Incentive Plan of the registrant effective January 2000,
incorporated by reference to Exhibit 10(aa) to the registrant's
report on Form 10-Q for the quarterly period ended June 30, 2000
(the "Second Quarter 2000 Form 10-Q").
10(z) Long-Term Incentive Plan of the registrant effective January 2003,
incorporated by reference to Exhibit 10(y) to the 2002 Form 10-K.
10(aa) Resolution and Forms of Agreement for Supplemental Retirement Income
Plan, for officers and key employees of the registrant, incorporated
by reference to Exhibit 10(o) to the 1995 Form 10-K.
10(bb) Amending Resolution and revised forms of agreement regarding
Supplemental Retirement Income Plan of the registrant, incorporated
by reference to Exhibit 10(x) to the registrant's report on
Form 10-Q for the quarterly period ended June 30, 1996.
10(cc) Amended and restated Supplemental Retirement Income Plan of the
registrant and text of amendment to existing supplemental income
plan agreements, incorporated by reference to Exhibit 10(mm) to the
registrant's report on Form 10-Q for the quarterly period ended
September 30, 2000 (the "Third Quarter 2000 Form 10-Q").
10(dd) Form of Letter of amendment to existing supplemental income plan
agreements of the registrant dated November 4, 2002, incorporated by
reference to Exhibit 10(cc) to the 2002 Form 10-K.
10(ee) Supplemental Retirement Benefits Plan for U.S. Executives dated
effective January 1, 1999, incorporated by reference to
Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.
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Exhibit
Number Description of Document
10(ff) Forms of Agreement dated December 30, 1994, between the registrant
and certain officers of the registrant, concerning a change in
control of the registrant, incorporated by reference to
Exhibit 10(p) to the 1995 Form 10-K.
10(gg) Form of Agreement of Indemnification dated August 8, 1995, between
the registrant and certain officers and directors of the registrant,
incorporated by reference to Exhibit 10(q) to the 1995 Form 10-K.
10(hh) Resolution and Form of Agreement of Indemnification dated
January 24, 2001, incorporated by reference to Exhibit 10(ii) to the
2000 Form 10-K.
10(ii) Resolution and Form of Agreement of Indemnification - July 21, 2004.
10(jj) Chief Executive Officer Medical and Dental Plan, incorporated by
reference to Exhibit 10(jj) to the 2000 Form 10-K.
10(kk) Second Amended and Restated Membership Agreement dated January 1,
1995, among Phosphate Chemicals Export Association, Inc. and members
of such association, including Texasgulf Inc., incorporated by
reference to Exhibit 10(t) to the 1995 Form 10-K.
10(ll) International Agency Agreement dated January 1, 1995, between
Phosphate Chemicals Export Association, Inc. and Texasgulf Inc.
establishing Texasgulf Inc. as exclusive marketing agent for such
association's wet phosphatic materials, incorporated by reference to
Exhibit 10(u) to the 1995 Form 10-K.
10(mm) Deferred Share Unit Plan for Non-Employee Directors, incorporated by
reference to Exhibit 4.1 to the registrant's Form S-8 (File
No. 333-75742) filed December 21, 2001.
11 Statement re Computation of Per Share Earnings.
31(a) Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31(b) Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) REPORTS ON FORM 8-K
None filed.
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