AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of May 4, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of April 9, 2013) BETWEEN AGRIUM INC. and CST TRUST COMPANY as Rights AgentShareholder Rights Plan Agreement • May 4th, 2016 • Agrium Inc • Agricultural chemicals • Alberta
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 4, 2016 between AGRIUM INC., a corporation organized under the laws of Canada (the “Corporation”), and CST TRUST COMPANY, a corporation incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of April 9, 2013, between the Corporation and the Rights Agent.
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT (AMENDING AND RESTATING THE SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 9, 2001) DATED AS OF APRIL 28, 2004Shareholder Rights Plan Agreement • May 3rd, 2004 • Agrium Inc • Agricultural chemicals • Alberta
AGREEMENT AND PLAN OF MERGER Dated as of December 2, 2007 by and among AGRIUM INC., UTAH ACQUISITION CO. and UAP HOLDING CORP.Merger Agreement • December 3rd, 2007 • Agrium Inc • Agricultural chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 2, 2007, is by and among AGRIUM INC., a corporation governed by the Canada Business Corporations Act (“Parent”), UTAH ACQUISITION CO., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and UAP HOLDING CORP., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement have the respective meanings specified in Section 9.03.
PURCHASE AGREEMENTPurchase Agreement • February 26th, 2015 • Agrium Inc • Agricultural chemicals • New York
Agrium Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and CIBC World Markets Corp. (collectively, the “Representatives”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of the Company’s US$550,000,000 aggregate principal amount of 3.375% Debentures due 2025 (the “2025 Debentures”) and US$450,000,000 aggregate principal amount of 4.125% Debentures due 2035 (the “2035 Debentures” and, together with the 2025 Debentures, the “Securities”). The Securities are to be issued pursuant to an indenture dated as of
ARRANGEMENT AGREEMENT BETWEENArrangement Agreement • September 12th, 2016 • Agrium Inc • Agricultural chemicals • Ontario
WHEREAS the board of directors of each of PCS and Agrium has determined that it would be in the best interests of its corporation to combine the businesses conducted by PCS and Agrium;
AGRIUM INC., as Issuer AND THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 18, 2014 To Indenture dated as of May 16, 2006, as amended by the First Supplemental Indenture, dated as of October 1, 2012, between...Second Supplemental Indenture • November 18th, 2014 • Agrium Inc • Agricultural chemicals • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is made as of the 18th day of November, 2014, between Agrium Inc. (the “Company”) and The Bank of New York Mellon, as trustee (the “Trustee”).
CONSENT AND ACKNOWLEDGEMENTConsent and Acknowledgement • March 4th, 2013 • Agrium Inc • Agricultural chemicals • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities contained in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties covenant and agree as follows:
AGRIUM INC., as Issuer AND Indenture Dated as of [ ], 2006Indenture • May 10th, 2006 • Agrium Inc • Agricultural chemicals • New York
INDENTURE, dated as of [ ], 2006 between AGRIUM INC., a corporation duly organized and existing under the laws of Canada (hereinafter referred to as the “Corporation”), having its principal office at 13131 Lake Fraser Dr. SE, Calgary, Alberta, T2J 7E8, and J. P. MORGAN TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
A corporation incorporated under the laws of Canada) 21,551,700 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2007 • Agrium Inc • Agricultural chemicals • New York
Agrium Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), confirms its agreement with RBC Dominion Securities Inc. and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom RBC Dominion Securities Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 21,551,700 common shares, no par value, of the Company (“Common Shares”) in the respective amounts set forth in Schedule A hereto. The Company also proposes to grant to the Underwriters an option to purchase up to an additional 2,155,100 Common Shares to cover over-allotments. The aforesaid 21,551,700 Common Shares (the “Initial Shares”) to be purchased by the Underwriters and all or any part of the 2,155
AGRIUM INC., as Issuer AND THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 1, 2012 To Indenture dated as of May 16, 2006, between Agrium Inc., as Issuer, and The Bank of New York Mellon, as successor to The...First Supplemental Indenture • October 1st, 2012 • Agrium Inc • Agricultural chemicals • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is made as of the 1st day of October, 2012, between Agrium Inc. (the “Company”) and The Bank of New York Mellon, as trustee (the “Trustee”).
AMENDMENT TO SUPPORT AND PURCHASE AGREEMENTSupport and Purchase Agreement • March 4th, 2013 • Agrium Inc • Agricultural chemicals • Alberta
This amendment is made as of February 5, 2013 (this “Amendment”) by and between Glencore International plc (“Glencore”), Viterra Inc. (“Viterra”), 8001979 Canada Inc. (“Bidco Parent”) and Agrium Inc. (“Agrium”).
SUPPORT AND PURCHASE AGREEMENT Between GLENCORE INTERNATIONAL PLC - and - 8001979 CANADA INC. - and - 8115222 CANADA INC. - and - AGRIUM INC. March 19, 2012Support and Purchase Agreement • March 21st, 2012 • Agrium Inc • Agricultural chemicals • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities contained in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties covenant and agree as follows:
