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
