SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: November, 2014
Commission File Number: 001-14460
AGRIUM INC.
(Name of registrant)
13131 Lake
Fraser Drive S.E.,
Calgary, Alberta,
Canada T2J 7E8
(Address
of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ¨ Form 40-F þ
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
The exhibit to this report on Form 6-K shall be incorporated by reference into and as an exhibit to the
registrants Registration Statement on Form F-10 (File No. 333-195266) under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
AGRIUM INC. |
|
|
|
|
Date: November 18, 2014 |
|
|
|
By: |
|
/s/ Gary J. Daniel |
|
|
|
|
|
|
Name: Gary J. Daniel |
|
|
|
|
|
|
Title: Corporate Secretary &
Senior Legal Counsel |
EXHIBIT INDEX
|
|
|
Exhibit |
|
Description of Exhibit |
|
|
1. |
|
Supplemental Indenture, dated as of November 18, 2014 |
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 Agrium Inc., as Issuer, and
The Bank of New York Mellon, as
successor to The Bank of New York Mellon Trust Company, National Association (formerly
known as The Bank of New York Trust Company, N.A.), successor to J.P. Morgan
Trust Company, N.A., as Trustee, providing for the issue of Securities
SECOND SUPPLEMENTAL INDENTURE
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).
W I T N E S S E T H
WHEREAS, by
an indenture made as of May 16, 2006, as amended by the First Supplemental Indenture dated as of October 1, 2012, between the Company and a predecessor to the Trustee, provision was made for the issue of securities of the Company in one or
more series (such indenture, including as so amended, the Indenture);
WHEREAS under and in accordance with the terms of the
Indenture, there have heretofore been issued six series of securities;
WHEREAS Section 301 of the Indenture provides that the
aggregate principal amount of securities which may be issued thereunder is unlimited but securities may be issued only upon and subject to the conditions and limitations set forth therein;
WHEREAS the Company desires and may from time to time desire to issue Securities (as defined herein) having the attributes and characteristics
hereinafter set forth;
WHEREAS the Company is not in default under the Indenture;
WHEREAS all necessary acts and proceedings have been done and taken and all necessary resolutions passed to authorize the execution and
delivery of this Second Supplemental Indenture and to make the same legal, valid and binding upon the Company;
WHEREAS the foregoing
recitals are made as representations and statements of fact by the Company and not the Trustee; and
WHEREAS the Company is permitted to
enter into this Second Supplemental Indenture pursuant to Section 901 of the Indenture with the intent that the provisions of this Second Supplemental Indenture will apply only to the Securities;
NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this Second Supplemental
Indenture, might operate to limit such action, the Company and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Securities:
ARTICLE 1 DEFINITIONS
Capitalized terms used but not defined in this Second Supplemental
Indenture shall have the specified meanings set forth in the Indenture. For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the subject matter or context otherwise requires:
Securities has the meaning set forth in the Indenture, except that it shall not
include the 7.125% Debentures due May 23, 2036, the 6.750% Debentures due January 15, 2019, the 6.125% Debentures due January 15, 2041, the 3.150% Debentures due October 1, 2022, the 3.500% Debentures due June 1, 2023 and
the 4.900% Debentures due June 1, 2043.
1.02 |
Application to Securities Only. |
The provisions of this Second Supplemental
Indenture shall only be applicable to the Securities.
ARTICLE 2 AMENDMENT
Section 501(5) of the Indenture is deleted in its
entirety.
ARTICLE 3 MISCELLANEOUS
This Second Supplemental Indenture shall become effective upon
its execution and delivery by the Company and the Trustee. Upon the execution and delivery of this Second Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Second Supplemental
Indenture shall form a part of the Indenture for all purposes, and the rights of every Holder of Securities shall hereafter be determined, exercised and enforced subject in all respects to the terms of this Second Supplemental Indenture, and all the
terms and conditions of the Indenture as amended or supplemented by this Second Supplemental Indenture for any and all purposes.
3.02 |
Indenture Remains in Full Force and Effect. |
Except as supplemented hereby, all
provisions in the Indenture shall remain in full force and effect.
3.03 |
Indenture and Second Supplemental Indenture Construed Together. |
This Second
Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Second Supplemental Indenture shall henceforth be read and construed together.
2
3.04 |
Confirmation and Preservation of Indenture. |
The Indenture as supplemented by
this Second Supplemental Indenture is in all respects confirmed and preserved.
3.05 |
Trust Indenture Legislation Controls. |
Each of the Company and the Trustee
agrees to comply with the provisions of the Trust Indenture Legislation, to the extent applicable, in connection with this Second Supplemental Indenture and any action to be taken hereunder. If and to the extent that any provision of this Second
Supplemental Indenture limits, qualifies or conflicts with any mandatory requirement of the Trust Indenture Legislation, such mandatory requirement shall prevail.
In case any provision in this Second Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The Article and Section headings of this Second Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
3.08 |
Benefits of Supplemental Indenture, etc. |
Nothing in this Second Supplemental
Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any Securities Registrar and their respective successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.
3.09 |
Successors and Assigns. |
All covenants and agreements in this Second
Supplemental Indenture by the Company shall bind its successors and assigns.
3.10 |
Trustee Not Responsible for Recitals. |
The statements and recitals contained
herein shall be taken as the statements of the Company, and the Trustee shall not be liable for or assume any responsibility for their correctness. The Trustee shall not be liable or responsible for the validity or sufficiency of this Second
Supplemental Indenture or the due authorization of this Second Supplemental Indenture by the Company.
3
3.11 |
Certain Duties and Responsibilities of the Trustee. |
In entering into this
Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of, affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so
provided.
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SECOND
SUPPLEMENTAL INDENTURE.
3.13 |
Counterpart Originals. |
The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or electronic format
(i.e., pdf or tif) transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for
all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., pdf or tif) shall be deemed to be their original signatures for all purposes.
[Signature Page Follows]
4
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as
of the date and year first above written.
|
|
|
AGRIUM INC., as Issuer |
|
|
By: |
|
/s/ Angela Lekatsas |
|
|
Name: Angela Lekatsas Title: Vice President
and Treasurer |
|
|
|
|
|
By: |
|
/s/ Gary J. Daniel |
|
|
Name: Gary J. Daniel Title: Corporate
Secretary & Senior Legal Counsel |
|
|
|
THE BANK OF NEW YORK MELLON, as Trustee |
|
|
By: |
|
/s/ Latoya S. Elvin |
|
|
Name: Latoya S. Elvin Title: Vice
President |
5
Agrium (NYSE:AGU)
Historical Stock Chart
From Mar 2024 to Apr 2024
Agrium (NYSE:AGU)
Historical Stock Chart
From Apr 2023 to Apr 2024