Obligation Agrium Inc 3.15% ( US008916AK44 ) en USD

Agrium Inc

100 % ▲

Canada

US008916AK44 ( en USD )

3.15% par an ( paiement semestriel )

30/09/2022 - Obligation échue

Prospectus brochure de l'obligation Agrium Inc US008916AK44 en USD 3.15%, échue

2 000 USD

20 963 000 USD

008916AK4

BBB ( Qualité moyenne inférieure )

N/A

Agrium Inc. était une entreprise canadienne d'engrais et de produits agricoles, fusionnée avec PotashCorp en 2016 pour former Nutrien.

L'Obligation émise par Agrium Inc ( Canada ) , en USD, avec le code ISIN US008916AK44, paye un coupon de 3.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2022
L'Obligation émise par Agrium Inc ( Canada ) , en USD, avec le code ISIN US008916AK44, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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SUPPL 1 d409760dsuppl.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to General Instruction II.L. of Form F-10
File No. 333-180315
PROSPECTUS SUPPLEMENT

(To Prospectus dated April 2, 2012)
U.S.$500,000,000

Agrium Inc.
3.150% Debentures due October 1, 2022
The debentures due October 1, 2022 wil bear interest at the rate of 3.150% per year (the "debentures"). We wil pay interest on the debentures semi-annual y on April 1 and
October 1 of each year, beginning April 1, 2013. The debentures wil be our direct, senior unsecured obligations and wil rank equal y with al of our other senior unsecured
indebtedness from time to time outstanding. The debentures will be issued only in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. The effective
yield on the debentures if held to maturity will be 3.173%. The reporting currency of the debentures will be United States dollars.
We may redeem the debentures, in whole or in part, at any time and from time to time at our option at the redemption prices described in this Prospectus Supplement. We may also
redeem the debentures, in whole but not in part, in the event certain changes affecting Canadian withholding taxes occur. We wil be required to make an offer to purchase the
debentures at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering
Event (as defined herein). The debentures are not subject to any sinking fund provisions.
We wil not make application to list the debentures on any securities exchange or to include them in any automated quotation system. Accordingly, there are no established
trading markets through which the debentures may be sold and purchasers may not be able to resell the debentures purchased hereunder. This may affect the
pricing of the debentures in the secondary market, the transparency and availability of trading prices, the liquidity of the debentures, and the extent of issuer
regulation. See "Risk Factors" in this Prospectus Supplement.
Investing in the debentures involves certain risks. See "Risk Factors" in this Prospectus Supplement beginning on page S-10
and in the accompanying Prospectus beginning on page 6.

Per Debenture
Total
Public offering price(1)

99.804%

U.S.$499,020,000
Underwriting commission

0.650%

U.S.$ 3,250,000
Proceeds, before expenses, to Agrium Inc.(1)

99.154%

U.S.$495,770,000
Note:

(1)
Plus accrued interest, if any, from October 1, 2012, if settlement occurs after that date.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this Prospectus Supplement and the
accompanying Prospectus in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the
United States. We have prepared our financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board and they are subject to Canadian generally accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States). As a result, they may not be comparable to the financial statements of U.S. companies.
You should be aware that the purchase of the debentures may have tax consequences both in the United States and Canada. This Prospectus Supplement may not
describe these tax consequences fully. You should read the tax discussion in this Prospectus Supplement and consult with your tax advisor. See "Certain Income
Tax Considerations".
Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that we are incorporated under the laws of Canada,
most of our officers and directors and most of the experts named in this Prospectus Supplement and the accompanying Prospectus are residents of Canada, and a
substantial portion of our and their assets are located outside the United States.
Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission or similar authority has approved or disapproved
of these securities, or passed upon the adequacy or accuracy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary
is a criminal offence.
The debentures will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the account of its participants on or about
October 1, 2012.
Joint Book-Running Managers

BofA Merrill Lynch

RBC Capital Markets
Scotiabank
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Co-managers

ANZ Securities
BMO Capital Markets
BNP PARIBAS

RBS

UBS Investment Bank
The date of this Prospectus Supplement is September 24, 2012
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS
S-1

EXCHANGE RATE INFORMATION
S-2

SUMMARY
S-3

SUMMARY OF THE OFFERING
S-5

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
S-8

RISK FACTORS
S-10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-16
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND
INFERRED MINERAL RESOURCES
S-17
USE OF PROCEEDS
S-18
CONSOLIDATED CAPITALIZATION
S-19
DESCRIPTION OF THE DEBENTURES
S-20
TRADING PRICE AND VOLUME OF COMMON SHARES
S-31
INTEREST COVERAGE RATIOS
S-32
CERTAIN INCOME TAX CONSIDERATIONS
S-33
UNDERWRITING
S-37
LEGAL MATTERS
S-40
EXPERTS
S-40
DOCUMENTS INCORPORATED BY REFERENCE IN THE PROSPECTUS
S-41
WHERE YOU CAN FIND MORE INFORMATION
S-42
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
S-42
PROSPECTUS

DEFINITIONS AND OTHER MATTERS
1

EXCHANGE RATES
1

FORWARD-LOOKING STATEMENTS
2

DOCUMENTS INCORPORATED BY REFERENCE
3

WHERE YOU CAN FIND MORE INFORMATION
5

ENFORCEABILITY OF CIVIL LIABILITIES
5

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
6

RISK FACTORS
6

AGRIUM
8

DESCRIPTION OF SHARE CAPITAL
10
DESCRIPTION OF SUBSCRIPTION RECEIPTS
12
DESCRIPTION OF DEBT SECURITIES
13
DESCRIPTION OF UNITS
26
CONSOLIDATED CAPITALIZATION
26
PRICE RANGE AND TRADING VOLUME OF THE COMMON SHARES
26
PRIOR SALES
27
INTEREST COVERAGE RATIO
27
CERTAIN INCOME TAX CONSIDERATIONS
28
PLAN OF DISTRIBUTION
28
USE OF PROCEEDS
29
LEGAL MATTERS
30
EXPERTS
30
AUDITORS' CONSENT
30
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the debentures that
we are offering and also adds to and updates certain information contained in the accompanying Prospectus (as defined below) and
the documents incorporated by reference therein. The second part, the accompanying short form base shelf prospectus dated April 2,
2012, as may be amended or supplemented from time to time (the "Prospectus"), provides more general information, some of which
may not apply to the debentures offered hereunder. This Prospectus Supplement, the accompanying Prospectus and the documents
incorporated by reference therein include important information about us, the debentures and other information you should know
before investing in the debentures.
This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Prospectus solely for the purposes of
the offering of the debentures hereby. Other documents are also incorporated or deemed to be incorporated by reference into the
accompanying Prospectus. See "Documents Incorporated by Reference in the Prospectus" and "Where You Can Find More
Information" in this Prospectus Supplement.
To the extent that the description of the debentures varies between this Prospectus Supplement and the accompanying Prospectus, you
should rely only on the information in this Prospectus Supplement.
You should rely only on the information contained in this Prospectus Supplement and contained or incorporated by reference in
the accompanying Prospectus. We have not, and the underwriters have not, authorized any other person to provide you with
additional or different information. We take no responsibility for, and can provide no assurance as to the reliability of, any
other information. We are offering to sell, and seeking offers to buy, these securities only in jurisdictions where such offers
and sales are permitted. You should assume that the information appearing in this Prospectus Supplement and the
accompanying Prospectus, as well as information we have previously filed or may subsequently file with the SEC and with the
securities regulatory authority in each of the provinces of Canada that is incorporated by reference in the accompanying
Prospectus, is accurate as of their respective dates only. Our business, financial condition, results of operations and prospects
may have changed since those dates.
Other than under the headings "Summary of the Offering" and "Description of the Debentures", and unless the context otherwise
requires, all references in this Prospectus Supplement to "Agrium", "we", "us" or "our" means Agrium Inc. and its consolidated
subsidiaries, Agrium Inc.'s proportionate share of joint ventures, including through its 50% ownership interest in Profertil S.A.
("Profertil"), any partnership of which Agrium Inc. and its subsidiaries are the partners, including the Agrium Partnership (as defined
herein), and our significant equity investments.
We prepare our consolidated financial statements in accordance with IFRS, which differ from United States generally accepted
accounting principles ("U.S. GAAP"). Therefore, our consolidated financial statements incorporated by reference in the
accompanying Prospectus may not be comparable to financial statements of U.S. companies prepared in accordance with U.S. GAAP.
In this Prospectus Supplement we make reference to "EBITDA" (which we define as our net earnings (loss) from continuing
operations before finance costs, income taxes, depreciation and amortization). We consider EBITDA to be a useful measure of
performance because income tax jurisdictions and business segments are not synonymous and we believe that allocation of income tax
charges distorts the comparability of historical performance for the different business segments. Similarly, financing and related
interest charges cannot be allocated to all business units on a basis that is meaningful for comparison with other companies. The
components of this measure are calculated in accordance with IFRS, but EBITDA is not a recognized measure under IFRS or U.S.
GAAP, and our method of calculation for such measure may not be comparable with that of other companies. Accordingly, EBITDA
should not be used as an alternative to net earnings from continuing

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operations as determined in accordance with IFRS. For a reconciliation of EBITDA to net earnings, as calculated in accordance with
IFRS, see "Selected Historical Consolidated Financial Information" in this Prospectus Supplement.
In the discussion under the heading "Summary Recent Developments", a reference is made to the Viterra Material Change Report
(as defined below), incorporated by reference into this Prospectus Supplement, which includes a statement in respect of EBITDA as
used by Viterra (as defined below). Viterra has disclosed that for purposes of its financial disclosures it defines EBITDA as earnings
before financing expenses, taxes, amortization, goodwill impairment, (gain) loss on disposal of assets, integration expenses, and net
foreign exchange (gain) loss on acquisition.
EXCHANGE RATE INFORMATION
In this Prospectus Supplement and the accompanying Prospectus, references to "dollars", "$" and "U.S.$" are to United States dollars
and references to "Cdn.$" are to Canadian dollars. We use the United States dollar as our reporting currency and, accordingly, our
financial statements and management's discussion and analysis incorporated by reference in the accompanying Prospectus and our
historical financial information set forth under "Selected Historical Consolidated Financial Information" in this Prospectus
Supplement report all amounts in United States dollars unless otherwise noted. The exchange rates between the Canadian dollar and
the United States dollar used in this Prospectus Supplement and the accompanying Prospectus vary depending on the date of the
information contained herein.
The following table sets forth: (i) the rates of exchange for the Canadian dollar, expressed in United States dollars in effect at the end
of each of the periods indicated; (ii) the average of the exchange rates in effect on the last day of each month during such periods; and
(iii) the high and low exchange rates during each period, in each case as identified or calculated from the Bank of Canada noon rate in
effect on each trading day during the relevant period.

Six Months Ended

Year Ended December 31,

June 30,

2009
2010
2011
2011
2012
Rate at end of period

0.9555

1.0054

0.9833

1.0370

0.9813

Average rate for period

0.8797

0.9713

1.0117

1.0295

0.9948

High for period

0.9716

1.0054

1.0583

1.0542

1.0197

Low for period

0.7692

0.9278

0.9430

0.9978

0.9599

On September 24, 2012, the Bank of Canada noon rate was Cdn.$1.00 = U.S.$1.0203.

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SUMMARY
The following is a summary of certain information contained in this Prospectus Supplement, the accompanying Prospectus
and the documents incorporated by reference therein, and is qualified in its entirety by, and should be read in conjunction
with, the more detailed information contained elsewhere in this Prospectus Supplement, the accompanying Prospectus and the
documents incorporated by reference therein.
Agrium
We are a retailer of agricultural products and services in Canada, the United States, South America, Europe and Australia and a
global producer and wholesale marketer of nutrients for agricultural and industrial markets. For the fiscal year ended
December 31, 2011, we reported our business through three business units and a fourth non-operating business unit for corporate
and inter-company eliminations. Our three operating business units are Retail, Wholesale and Advanced Technologies.
For a description of our business and operating business units see "Agrium" in the accompanying Prospectus.
Recent Developments
Substantial Issuer Bid
On September 12, 2012, we commenced an offer to purchase for not more than Cdn.$900 million in cash up to 9,473,684 of our
common shares at a purchase price of not less than Cdn.$95.00 and not more than Cdn.$107.00 per common share (the "Issuer
Bid"). The Issuer Bid will expire at 5:00 p.m. (Eastern time) on October 19, 2012, unless otherwise withdrawn, extended or
varied by us. All common shares purchased under the Issuer Bid will be cancelled. The Issuer Bid is not conditional upon any
minimum number of common shares being tendered or subject to any financing conditions; however, it is subject to certain other
conditions. Full particulars of the terms and conditions of the Issuer Bid are set out in our offer to purchase and issuer bid circular
dated September 12, 2012 (the "Issuer Bid Circular") and related documents. The Issuer Bid is being made pursuant to the Issuer
Bid Circular and this Prospectus Supplement is not an offer to purchase any common shares. The Issuer Bid has not yet expired
and, therefore, the final results of the Issuer Bid are not yet available.
Viterra Acquisition
On March 20, 2012, we announced that we had entered into a support and purchase agreement, as amended (the "Support and
Purchase Agreement") with Glencore International plc ("Glencore") to acquire (the "Viterra Acquisition") the majority of
Viterra Inc.'s ("Viterra") Agri-products business upon completion of the supported acquisition of Viterra by an affiliate of
Glencore pursuant to a plan of arrangement under the Canada Business Corporations Act (the "Glencore Acquisition"). The
Viterra Acquisition is subject to completion of the Glencore Acquisition, receipt of any required consents to transfer and
applicable regulatory clearances in respect of the Purchased Assets (as defined below) and the satisfaction of certain conditions
set forth in the Support and Purchase Agreement. See "Risk Factors Risk Factors Relating to the Proposed Viterra
Acquisition".
Agrium has agreed to advance a loan of Cdn.$1.775 billion to Glencore at the time Glencore is first required to pay for Viterra
shares pursuant to the Glencore Acquisition. The loan advance is repayable by the transfer of the Purchased Assets to, or to the
direction of, Agrium, subject to certain other closing purchase adjustments. The loan advance will be secured by a proportionate
number of shares of Viterra based on the amount advanced by Agrium to Glencore divided by the cost per Viterra share pursuant
to the Glencore Acquisition. In support of its loan advance obligation, Agrium has provided Glencore a letter of credit for
Cdn.$85 million.

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The Viterra Acquisition entails Agrium acquiring the majority of Viterra's Agri-products business, including approximately 90%
of Viterra's 258 Canadian farm centres, 17 Australian agri-products locations, a 34% interest in Canadian Fertilizers Limited,
which owns a nitrogen facility located in Medicine Hat, Alberta (the "Nitrogen Facility Interest"), storage and distribution
assets, an option to acquire Viterra's wool business in Australia and certain other assets (collectively, the "Purchased Assets").
As described below under "- Nitrogen Facility Interest Disposition", we subsequently reached an agreement for Glencore to
sell the Nitrogen Facility Interest to a third party. Agrium will also assume certain liabilities and obligations relating to the
Purchased Assets and the business, operations and activities relating thereto, including certain environmental, financial,
regulatory, employee and employment and pension plan-related obligations.
Glencore is responsible for completing the Glencore Acquisition, including obtaining all necessary regulatory clearances
thereunder, and for obtaining all necessary consents to transfer in order for the Purchased Assets to become capable of being
transferred to, or to the direction of, Agrium. The Glencore Acquisition is subject to satisfaction or waiver of all applicable
conditions.
The Viterra Acquisition is subject to various terms and conditions including completion of the Glencore Acquisition, receipt of
any required consents to transfer and applicable regulatory clearances in respect of the Purchased Assets, the satisfaction of
certain conditions set forth in the Support and Purchase Agreement and adjustments for approximately 10% of Viterra's farm
centres being excluded from the Purchased Assets, working capital, and the accrual to Agrium of Viterra's aftertax operating
cash flow on the Purchased Assets from March 31, 2012 to closing of Agrium's acquisition of the Purchased Assets. Following
adjustment for the excluded farm centres, the purchase price is expected to be approximately Cdn.$1.65 billion, including
estimated working capital of approximately Cdn.$0.4 billion.
For further details on the proposed Viterra Acquisition, see our material change report filed on March 20, 2012 (the "Viterra
Material Change Report"), which is incorporated by reference in the accompanying Prospectus. On September 7, 2012, we
entered into an agreement amending certain termination provisions of the Support and Purchase Agreement.
Nitrogen Facility Interest Disposition
On August 2, 2012, Agrium announced that it had reached an agreement for Glencore to sell the Nitrogen Facility Interest to CF
Industries Holdings, Inc. ("CF") upon closing of the Glencore Acquisition for the purchase price of approximately Cdn.$915
million pursuant to the terms of the purchase and sale agreement between Glencore and CF dated August 2, 2012. In accordance
with the Support and Purchase Agreement, the proceeds of such sale by Glencore to CF are payable to Agrium for its account and
benefit, and the final net purchase price will include adjustments for working capital and the after-tax operating cash flow
generated by the Nitrogen Facility Interest from March 31, 2012 to closing of the sale of the Nitrogen Facility Interest by
Glencore to CF.

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SUMMARY OF THE OFFERING
The following is a brief summary of certain of the terms of this offering. As used under the heading "Description of the
Debentures" in this Prospectus Supplement, all references to "we", "us", "our" and "Agrium" shall mean Agrium Inc.
excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries, its proportionate share of
joint ventures, including through its 50% ownership interest in Profertil, and any partnership of which it is a partner,
including the Agrium Partnership and its significant equity investments. For a more complete description of the terms of the
debentures, see "Description of the Debentures" in this Prospectus Supplement" and "Description of Debt Securities" in the
accompanying Prospectus.

Issuer
Agrium Inc.

Debentures Offered
U.S.$500,000,000 aggregate principal amount of 3.150% debentures due October 1,
2022.

Interest Payment Dates
Interest on the debentures will accrue from and including October 1, 2012 and will be
payable on April 1 and October 1 of each year, beginning April 1, 2013. Interest will be
payable to holders of record as of the immediately preceding March 15 and September
15, respectively.

Maturity Date
October 1, 2022.

Ranking
The debentures will be our direct, senior unsecured obligations, will rank equally with
all of our existing and future senior unsecured debt, and will rank senior to all of our
existing and future subordinated debt. See "Description of the Debentures Ranking" in
this Prospectus Supplement.

As of June 30, 2012, we had approximately U.S.$2.1 billion of indebtedness outstanding
that ranks equally with the debentures. As of June 30, 2012, on an adjusted basis after
giving effect to the issuance and sale of the debentures offered hereby and the application

of the net proceeds therefrom as described under "Use of Proceeds", we would have had
approximately U.S.$2.6 billion of indebtedness outstanding that ranks equally with the
debentures.

The debentures will also be effectively subordinated to all indebtedness and other
liabilities, including guarantees, of any of our subsidiaries and of "Agrium", our
wholly-owned Alberta general partnership (the "Agrium Partnership"), and our

proportionate share of our joint venture liabilities. See "Risk Factors Risks relating to
the Securities The Debt Securities will be effectively subordinated to certain
indebtedness of our subsidiaries and the Agrium Partnership" in the accompanying
Prospectus.

As of June 30, 2012, our subsidiaries and the Agrium Partnership had, taken together

with our proportionate share of our joint venture liabilities, approximately U.S.$4.7
billion of total liabilities (excluding intercompany liabilities).

Further Issues
We may from time to time, without notice to, or the consent of, the holders of debentures,
create and issue further debentures having the same terms and conditions in all respects
as the debentures, except for the issue date, the issue price and the first payment of
interest thereon. Additional debentures issued in this manner will be consolidated with
and will form a single series with the debentures being offered hereby.

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Optional Redemption
We may redeem the debentures, in whole or in part, at our option, at any time and from
time to time, at the applicable redemption prices set forth under the heading "Description
of the Debentures Optional Redemption" in this Prospectus Supplement.

We may also redeem the debentures at our option, in whole but not in part, at any time on
not less than 30 nor more than 60 days' prior written notice, at 100% of their principal

amount, together with accrued interest thereon to the redemption date, in the event certain
changes affecting Canadian withholding taxes occur. See "Description of the Debentures
 Tax Redemption" in this Prospectus Supplement.

Sinking Fund
None.

Certain Covenants
The Indenture (as defined herein) governing the debentures contains certain covenants
that, among other limitations, restrict our ability to amalgamate or consolidate with or
merge into a third party or convey, transfer or lease all or substantially all of our assets
and the assets of our subsidiaries on a consolidated basis and limit our ability to create
certain liens.

These covenants are subject to important exceptions and qualifications, which are
described under the heading "Description of the Debentures" in this Prospectus

Supplement and under "Description of Debt Securities Covenants" in the
accompanying Prospectus.

Change of Control
We will be required to make an offer to purchase the debentures at a price equal to 101%
of their principal amount plus accrued and unpaid interest to the date of repurchase upon
the occurrence of a Change of Control Triggering Event, as described under "Description
of the Debentures Change of Control" in this Prospectus Supplement.

Additional Amounts
Any payments made by us with respect to the debentures will be made without
withholding or deduction for Canadian taxes unless required to be withheld or deducted
by law or by the interpretation or administration thereof. If we are so required to
withhold or deduct for Canadian taxes with respect to a payment to the holders of
debentures, we will pay the additional amount necessary so that the net amount received
by the holders of the debentures after such withholding or deduction is not less than the
amount that such holders would have received in the absence of the withholding or
deduction. In this situation, we may be entitled to redeem the debentures at our option at
100% of their principal amount, together with accrued interest thereon to the redemption
date. See "Optional Redemption" above in this summary and "Description of Debt
Securities Additional Amounts" in the accompanying Prospectus.

Use of Proceeds
The net proceeds to us from this offering of debentures will be approximately
U.S.$494.8 million. We intend to use the net proceeds from this offering to fund
anticipated capital expenditures and for general corporate purposes. We intend to invest
the net proceeds that are not immediately applied to such purposes in short term
marketable securities.

Form and Denomination
The debentures will be represented by one or more fully registered global securities (the
"Global Securities") registered in the name of a nominee of DTC. Beneficial interests in
the Global Securities will be in denominations of

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U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. See "Description of
the Debentures The Depositary, Book-Entry and Settlement" in this Prospectus

Supplement. Except as described under "Description of the Debentures" in this
Prospectus Supplement and "Description of Debt Securities" in the accompanying
Prospectus, debentures in definitive form will not be issued.

Governing Law
The debentures and the Supplemental Indenture (as defined herein) will be, and the
Original Indenture (as defined herein) is, governed by the laws of the State of New York.

Trustee
The Bank of New York Mellon.

Risk Factors
Investment in the debentures involves risks. Before investing in the debentures, you
should carefully consider the information in the "Risk Factors" sections of this
Prospectus Supplement and the accompanying Prospectus and all other information
included in this Prospectus Supplement and included or incorporated by reference in the
accompanying Prospectus before investing in the debentures.

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