Canada
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001-01342
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98-0355078
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
Exhibit No.
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Exhibit Description
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Exhibit 10.1
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Third Amending Agreement, dated as of June 28, 2016, amending the Credit Agreement, dated September 26, 2014, between Canadian Pacific Railway Company, as Borrower, Canadian Pacific Railway Limited, as Covenantor, Royal Bank of Canada, as Administrative Agent, and the various Lenders party thereto.
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Dated: June 29, 2016
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CANADIAN PACIFIC RAILWAY LIMITED
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By:
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/s/ Scott Cedergren
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Name:
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Scott Cedergren
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Title:
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Assistant Corporate Secretary
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Exhibit No.
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Exhibit Description
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Exhibit 10.1
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Third Amending Agreement, dated as of June 28, 2016, amending the Credit Agreement, dated September 26, 2014, between Canadian Pacific Railway Company, as Borrower, Canadian Pacific Railway Limited, as Covenantor, Royal Bank of Canada, as Administrative Agent, and the various Lenders party thereto.
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(a)
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inserting the following new definitions in their alphabetical order in Section 1.1 of the Credit Agreement:
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(b)
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inserting "; provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement" after the reference to "Borrower may agree upon" at the end of the definition of "CDOR Rate";
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(c)
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moving the "or" at the end of paragraph (e) of the definition of "Defaulting Lender" to the end of paragraph (f) thereof and inserting the following as paragraph (g) in such definition:
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(d)
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replacing the reference to "(as quoted or published from time to time by the Bank of Canada)." in the definition of "Equivalent U.S. $ Amount" with ", as quoted or published from time to time by the Bank of Canada, provided that if such rate is no longer quoted at noon, it shall mean the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the immediately preceding Business Day, and, in either case, if no such rate is quoted, the spot rate of exchange quoted by the Administrative Agent in Toronto, Ontario in accordance with its normal practice.";
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(e)
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inserting "; provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement" after the reference to "amount of such Advance" at the end of the definition of "Eurodollar Rate";
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(f)
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Article 12 is amended by adding the following as Section 12.21:
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(a)
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the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
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(b)
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the effects of any Bail-In Action on any such liability, including, if applicable:
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(ii)
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a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its Lender Parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or
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(iii)
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the variation of the terms of such liability in connection with the exercise of the Write-down and Conversion Powers of any EEA Resolution Authority."; and
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(g)
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Schedule 1 to the Credit Agreement is replaced in its entirety with Exhibit "A" attached hereto.
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(a)
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it will be bound by the Credit Agreement and the other Credit Documents as a Lender to the extent of its Commitment as fully as if it had been an original party to the Credit Agreement;
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(b)
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it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and its Subsidiaries, all of the matters and transactions contemplated herein and in the Credit Agreement and other Credit Documents and all other matters incidental to the Credit Agreement and the other Credit Documents. The New Lender confirms with the Agent that it does not rely, and it will not hereafter rely, on the Agent:
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(i)
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to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower, its Subsidiaries or any other Person under or in connection with the Credit Agreement and other Credit Documents or the transactions therein contemplated (whether or not such information has been or is hereafter distributed to it by the Agent); or
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(ii)
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to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower and its Subsidiaries.
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(c)
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a copy of the Credit Agreement has been made available to it for review and further acknowledges and agrees that it has received copies of such other Credit Documents and such other information
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(a)
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there exists no Default or Event of Default; and
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(b)
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the representations and warranties contained in Section 7.1 of the Credit Agreement (other than any representations and warranties which expressly speak of an earlier date, and with this Agreement being a Credit Document and references to the Credit Agreement being deemed to be references to the Amended Credit Agreement) are true and correct.
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(a)
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the Borrower shall deliver or cause to be delivered to the Agent an executed copy of this Agreement for each Lender;
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(b)
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the Agent has received a withdrawal letter from the Withdrawing Lender in a form satisfactory to the Agent and the Borrower (each acting reasonably); and
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(c)
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each Lender shall have been paid all fees as have been agreed to with the Borrower in respect of this Agreement.
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CANADIAN PACIFIC RAILWAY COMPANY
, as Borrower
Per:
/s/ Darren Yaworsky
Name: Darren Yaworsky
Title: Vice President, Finance & Treasurer
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CANADIAN PACIFIC RAILWAY LIMITED
, as Covenantor
Per:
/s/ Darren Yaworsky
Name: Darren Yaworsky
Title: Vice President, Finance & Treasurer
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THE ADMINISTRATIVE AGENT
ROYAL BANK OF CANADA
Per:
/s/
Susan Khokher
Susan Khokher
Authorized Signatory
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THE LENDERS
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ROYAL BANK OF CANADA
Per:
/s/ Tim VandeGriend
Tim VandeGriend
Authorized Signatory
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JPMORGAN CHASE BANK, N.A., Toronto Branch
Per:
/s/ Robert P. Kellas
Robert P. Kellas
Executive Director
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BARCLAYS BANK PLC
Per:
/s/ Vanessa A. Kurbatskiy
Vanessa A. Kurbatskiy
Vice President
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MORGAN STANLEY BANK, N.A.
Per:
/s/ Michael King
Michael King
Authorized Signatory
Per:
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH
Per:
/s/ Daniel Nanson
Daniel Nanson
Managing Director
Per:
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CITIBANK, N.A., Canadian Branch
Per:
/s/ Samin Atique
Samin Atique
Authorized Signatory
Per:
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BANK OF AMERICA, N.A., CANADA BRANCH
Per:
/s/ Medina Sales de Andrade
Medina Sales de Andrade
Vice President
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BANK OF MONTREAL
Per:
/s/ Jennifer Guo
Jennifer Guo
Associate
Per:
/s/ Carol McDonald
Carol McDonald
Director
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THE BANK OF NOVA SCOTIA
Per:
/s/ Jamie Davis
Jamie Davis
Director
Per:
/s/ Andrew Morales
Andrew Morales
Associate Director
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CANADIAN IMPERIAL BANK OF COMMERCE
Per:
/s/ Jordan Stewart
Jordan Stewart
Director
Per:
/s/ William J. Chrumka
William J. Chrumka
Executive Director
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WELLS FARGO BANK, N.A., CANADIAN BRANCH
Per:
/s/ Sean Buchan
Sean Buchan
SVP & Loan Team Manager
Per:
/s/ Jeff McInenly
Jeff McInenly
Vice President
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HSBC BANK CANADA
Per:
/s/ Dieter Stefely
Dieter Stefely
Director, Banking, HSBC Bank Canada
Signature #048455 (A)
Per:
/s/ Jason Lang
Jason Lang
Director, Resources & Energy Group
039729
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ALBERTA TREASURY BRANCHES
Per:
/s/ Shawn Bunnin
Shawn Bunnin
Managing Director
Per:
/s/ Christopher Hamel
Christopher Hamel
Associate Director
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NATIONAL BANK OF CANADA
Per:
/s/ Michelle Fiebig
Michelle Fiebig, Director
Per:
/s/ David Torrey
David Torrey, Managing Director
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SUMITOMO MITSUI BANKING CORPORATION OF CANADA
Per:
/s/ Elwood R. Langley
Elwood R. Langley
Managing Director
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Lender
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5 Year Commitment
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5 Year Fronting Documentary
Commitment
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5 Year Swingline
Commitment
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Royal Bank of Canada
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$82,500,000
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$110,000,000
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$50,000,000
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JPMorgan Chase Bank, N.A., Toronto Branch
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$82,500,000
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Barclays Bank plc
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$82,500,000
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Morgan Stanley Bank, N.A.
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$32,500,000
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The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch
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$50,000,000
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Citibank, N.A., Canadian Branch
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$82,500,000
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Bank of America, N.A., Canada Branch
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$82,500,000
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Bank of Montreal
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$82,500,000
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$40,000,000
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The Bank of Nova Scotia
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$82,500,000
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$40,000,000
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Canadian Imperial Bank of Commerce
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$82,500,000
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$40,000,000
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Wells Fargo Bank N.A., Canadian Branch
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$82,500,000
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HSBC Bank Canada
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$82,500,000
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Alberta Treasury Branches
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$35,000,000
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$30,000,000
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National Bank of Canada
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$32,500,000
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$40,000,000
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Sumitomo Mitsui Banking Corporation of Canada
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$25,000,000
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_________________
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________________
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U.S. $1,000,000,000
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U.S. $300,000,000
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U.S. $50,000,000
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Lender
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1+1 Commitment
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Royal Bank of Canada
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$82,500,000
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JPMorgan Chase Bank, N.A., Toronto Branch
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$82,500,000
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Barclays Bank plc
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$82,500,000
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Morgan Stanley Bank, N.A.
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$32,500,000
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The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch
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$50,000,000
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Citibank, N.A., Canadian Branch
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$82,500,000
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Bank of America, N.A., Canada Branch
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$82,500,000
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Bank of Montreal
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$82,500,000
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The Bank of Nova Scotia
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$82,500,000
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Canadian Imperial Bank of Commerce
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$82,500,000
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Wells Fargo Bank N.A., Canadian Branch
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$82,500,000
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HSBC Bank Canada
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$82,500,000
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Alberta Treasury Branches
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$35,000,000
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National Bank of Canada
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$32,500,000
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Sumitomo Mitsui Banking Corporation of Canada
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$25,000,000
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U.S. $1,000,000,000
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