Common use of Proposed Amendments Clause in Contracts

Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety: Section 5.01 of the Second Supplemental Indenture (Limitation on Secured Debt) Section 5.02 of the Second Supplemental Indenture (Sale and Leaseback Transactions) Section 5.03 of the Second Supplemental Indenture (Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries) Article IV of the Second Supplemental Indenture (Change of Control Offer) Section 12.01 of the Base Indenture (Company May Consolidate, etc., on Certain Terms) Paragraph 6 of the Reverse of the Notes (Change of Control Triggering Event) Any and all references to any Sections of the Indenture or Global Debt Securities which are deleted by any Section of this Supplemental Indenture and any and all obligations thereunder related solely to such deleted Sections throughout the Indenture or Global Debt Securities are of no further force or effect. Any and all terms defined in the Indenture or Global Debt Securities which are used in any Sections of the Indenture or Global Debt Securities which are deleted by any Section of this Supplemental Indenture and which are not otherwise used in any other Section of the Indenture or Global Debt Securities not affected by this Supplemental Indenture are hereby deleted. By consenting to the Proposed Amendments, each Holder of the Notes will be deemed to have waived any default, event of default or other consequence under the Indenture for failure to comply with the terms of the provisions identified in this Section 2 (whether before or after the date hereof).

Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety: : Clauses (4), (5), (6) and (7) of Section 5.01 501 of the Second Supplemental Indenture (relating to covenant or warranty breaches, defaults related to certain bankruptcy events and judgments, payment default and cross-default of other indebtedness—Events of Default) Article EIGHT of the Indenture (Consolidation, Merger, Sale, Lease or Conveyance) Section 1004 of the Indenture (Statement as to Compliance) Section 1005 of the Indenture (Payment of Taxes and Other Claims) Section 1006 of the Indenture (Maintenance of Properties) Section 1008 of the Indenture (Limitation on Secured DebtDebt of Agrium Partnership) Section 5.02 1009 of the Second Supplemental Indenture (Sale and Limitation on Liens) Section 1010 of the Indenture (Limitation on Sale/Leaseback Transactions) Section 5.03 1011 of the Second Supplemental Indenture (Restrictions on Transfer Provision of Principal Property to Unrestricted SubsidiariesFinancial Information) Article IV Clauses (2), (3), (4), (8) and (10) of Section 1404 of the Second Supplemental Indenture (Change of Control Offer) Section 12.01 of the Base Indenture (Company May Consolidate, etc., on Certain Terms) Paragraph 6 of the Reverse of the Notes (Change of Control Triggering Eventspecifying certain conditions to legal defeasance—Conditions to Defeasance or Covenant Defeasance) Any and all references to any Sections or Articles of the Indenture or Global Debt Securities Notes which are deleted by any Section or of this Supplemental Indenture and any and all obligations thereunder related solely to such deleted Sections or Articles throughout the Indenture or Global Debt Securities Notes are of no further force or effect. Any and all terms defined in the Indenture or Global Debt Securities Notes which are used in any Sections or Articles of the Indenture or Global Debt Securities Notes which are deleted by any Section of this Supplemental Indenture and which are not otherwise used in any other Section or Article of the Indenture or Global Debt Securities Notes not affected by this Supplemental Indenture are hereby deleted. By consenting to the Proposed Amendments, each Holder of the Notes will be deemed to have waived any default, event of default or other consequence under the Indenture for failure to comply with the terms of the provisions identified in this Section 2 (whether before or after the date hereof).

Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety: : Clauses (4), (5), (6) and (7) of Section 5.01 501 of the Second Supplemental Indenture (relating to covenant or warranty breaches, defaults related to certain bankruptcy events and judgments, payment default and cross-default of other indebtedness—Events of Default) Article EIGHT of the Indenture (Consolidation, Merger, Sale, Lease or Conveyance) Section 1004 of the Indenture (Statement as to Compliance) Section 1005 of the Indenture (Payment of Taxes and Other Claims) Section 1006 of the Indenture (Maintenance of Properties) Section 1008 of the Indenture (Limitation on Secured DebtLiens) Section 5.02 1009 of the Second Supplemental Indenture (Sale and Limitation on Sale/Leaseback Transactions) Section 5.03 1010 of the Second Supplemental Indenture (Restrictions on Transfer Provision of Principal Property to Unrestricted SubsidiariesFinancial Information) Article IV Clauses (2), (3), (4), (8) and (10) of Section 1404 of the Second Supplemental Indenture (Change of Control Offer) Section 12.01 specifying certain conditions to legal defeasance—Conditions to Defeasance or Covenant Defeasance) Further, the provisions of the Base Indenture (Company May Consolidate, etc., on Certain Terms) Paragraph 6 of the Reverse series of the Notes (that provide for an offer to repurchase such notes upon a Change of Control Triggering EventEvent (as such term is defined in such Notes) are hereby amended by deleting such provisions in their entirety. Any and all references to any Sections or Articles of the Indenture or Global Debt Securities Notes which are deleted by any Section of this Third Supplemental Indenture and any and all obligations thereunder related solely to such deleted Sections or Articles throughout the Indenture or Global Debt Securities Notes are of no further force or effect. Any and all terms defined in the Indenture or Global Debt Securities Notes which are used in any Sections or Articles of the Indenture or Global Debt Securities Notes which are deleted by any Section of this Third Supplemental Indenture and which are not otherwise used in any other Section or Article of the Indenture or Global Debt Securities Notes not affected by this Third Supplemental Indenture are hereby deleted. By consenting to the Proposed Amendments, each Holder of the Notes will be deemed to have waived any default, event of default or other consequence under the Indenture for failure to comply with the terms of the provisions identified in this Section 2 (whether before or after the date hereof).