AGRIUM INC. (A corporation incorporated under the laws of Canada) US$500,000,000 5.250% Debentures due 2045 PURCHASE AGREEMENTPurchase Agreement • November 14th, 2014 • 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 Scotia Capital (USA) Inc. (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$500,000,000 aggregate principal amount of 5.250% Debentures due 2045 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of May 16, 2006 (the “Original Indenture”) between the Company and The Bank of New York Mellon, as successor to The Bank of New York Mellon Trust Company, National
