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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Fourth Amending Agreement, dated as of June 23, 2017, 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 27, 2017
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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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Fourth Amending Agreement, dated as of June 23, 2017, 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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amending the definition "
5 Year Maturity Date
" by replacing the reference to " June 28, 2021" with "June 28, 2022"; and
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(b)
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deleting the table on Schedule 7 under the heading "
5 Year Facility
" and replacing it with the following table:
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Senior Unsecured Debt Rating as Assigned by S&P or Moody's respectively
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Standby Fee
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Canadian Prime Rate Advances/ Base Rate (Canada) Advances
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Eurodollar Rate Advance/BA Instruments/Documentary Credits
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A2/A or higher
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8 bps
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0 bps
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87.5 bps
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A-/A3
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9 bps
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0 bps
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100 bps
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BBB+/Baa1
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11 bps
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12.5 bps
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112.5 bps
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BBB/Baa2
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15 bps
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25 bps
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125 bps
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BBB-/Baa3
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20 bps
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50 bps
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150 bps
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BB+/Ba1 or lower
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25 bps
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75 bps
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175 bps
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(a)
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replacing the definition of "
Equivalent U.S. $ Amount
" in its entirety with the following:
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(b)
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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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Co-Lead Arrangers are RBC Capital Markets, BMO Capital Markets, Morgan Stanley MUFG Loan Partners, LLC and Citibank, N.A., Canadian Branch;
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(b)
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Joint Bookrunners are RBC Capital Markets and BMO Capital Markets;
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(c)
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Syndication Agent is Bank of Montreal; and
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(d)
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Co-Documentation Agents are Morgan Stanley MUFG Loan Partners, LLC and Citibank, N.A., Canadian Branch.
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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. Such 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 that it has requested for the purposes of its investigation and analysis of all matters related to this Agreement, the Credit Agreement, the other Credit Documents and the transactions contemplated hereby and thereby. Such New Lender acknowledges to the Agent that it is satisfied with the form and substance of the Credit Agreement (as amended and supplemented hereby) and the other Credit Documents.
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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/ Pramod Bhatia
Name: Pramod Bhatia
Title: Treasurer
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CANADIAN PACIFIC RAILWAY LIMITED
, as Covenantor
Per:
/s/ Pramod Bhatia
Name: Pramod Bhatia
Title: Treasurer
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THE ADMINISTRATIVE AGENT
ROYAL BANK OF CANADA
Per:
/s/ 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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BARCLAYS BANK PLC
Per:
/s/ Craig Malloy
Craig Malloy
Director
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MORGAN STANLEY BANK, N.A.
Per:
/s/ Michael King
Michael King
Authorized Signatory
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH
Per:
/s/ Catherine Siu
Catherine Siu
Director
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CITIBANK, N.A., Canadian Branch
Per:
/s/ Jonathan Cain
Jonathan Cain
Authorized Signatory
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BANK OF AMERICA, N.A., CANADA BRANCH
Per:
/s/ Marc Ahlers
Marc Ahlers
Vice President
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BANK OF MONTREAL
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/ Stephen Redding
Stephen Redding
Managing Director
Per:
/s/ Kevin Charko
Kevin Charko
Executive Director
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WELLS FARGO BANK, N.A., CANADIAN BRANCH
Per:
/s/ Marc-Philippe Piché
Marc-Philippe Piché
Regional Vice President
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HSBC BANK CANADA
Per:
/s/ Jason Lang
Jason Lang
Director, Resources & Energy Group
Per:
/s/ Duncan Levy
Duncan Levy
Director, Global Banking
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ALBERTA TREASURY BRANCHES
Per:
/s/ Maximiliano Herrera
Maximiliano Herrera
Director, ATB Corporate Financial
Services
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, CANADA BRANCH
Per:
/s/ Ming Chang
Ming Chang
Managing Director
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FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC
Per:
/s/ Oliver Sumugod
Oliver Sumugod
Director
Per:
/s/ Matt van Remmen
Matt van Remmen
Managing Director
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EXPORT DEVELOPMENT CANADA
Per:
/s/ Sean Borutskie
Sean Borutskie
Senior Associate
Per:
/s/ Marie Poulin
Marie Poulin
Financing Manager
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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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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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Fédération des caisses Desjardins du Québec
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$41,250,000
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Export Development Canada
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$41,250,000
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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, Canada Branch
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$25,000,000
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U.S. $1,000,000,000
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