AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 12, 2011 BETWEEN CANADIAN PACIFIC RAILWAY LIMITED AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENTShareholder Rights Plan Agreement • May 13th, 2011 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
MEMORANDUM OF AGREEMENT dated as of May 12, 2011 between Canadian Pacific Railway Limited (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Rights Agent”) which agreement amends and restates in its entirety the shareholder rights plan agreement dated as of July 30, 2001 which was previously amended and restated as of February 19, 2002, May 5, 2005 and May 9, 2008, respectively, between the Corporation and the Rights Agent (the “Original Agreement”);
AGREEMENT AND PLAN OF MERGER by and among CANADIAN PACIFIC RAILWAY LIMITED, CYGNUS MERGER SUB 1 CORPORATION, CYGNUS MERGER SUB 2 CORPORATION and KANSAS CITY SOUTHERN Dated as of September 15, 2021Agreement and Plan of Merger • September 16th, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2021 (this “Agreement”), by and among Canadian Pacific Railway Limited, a Canadian corporation (“Parent”), Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Surviving Merger Sub”), Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Surviving Merger Sub (“First Merger Sub” and, together with Surviving Merger Sub, “Merger Subs”) and Kansas City Southern, a Delaware corporation (the “Company”).
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JULY 30, 2001 AND AMENDED AND RESTATED AS OF FEBRUARY 19, 2002 AND MAY 5, 2005 BETWEEN CANADIAN PACIFIC RAILWAY LIMITED AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENTShareholder Rights Plan Agreement • May 12th, 2005 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
MEMORANDUM OF AGREEMENT dated as of July 30, 2001 and amended and restated as of February 19, 2002 and May 5, 2005 between Canadian Pacific Railway Limited (the ‘Corporation’), a corporation incorporated under the Canada Business Corporations Act and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the ‘Rights Agent’);
STAND-ALONE OPTION AGREEMENTStand-Alone Option Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
WHEREAS the Options (as defined below) were granted by the Corporation to the Optionholder on February 4, 2013, conditional upon the Optionholder entering into an employment agreement and commencing employment with the Corporation, and conditional upon approval of the Toronto Stock Exchange;
REGULAR STOCK OPTION AGREEMENTRegular Stock Option Agreement • February 23rd, 2022 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Minnesota
This Regular Stock Option Agreement is entered into between Canadian Pacific Railway Limited (the “Corporation”) and the Participant named above (the “Optionholder”) pursuant to the Canadian Pacific Railway Limited Management Stock Option Incentive Plan as amended from time to time (the “Plan”), a sub-plan under the Canadian Pacific Railway Limited Section 162(m) Incentive Plan (the “162(m) Plan”), and confirms that:
STOCK OPTION AGREEMENTStock Option Agreement • April 28th, 2022 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
This Stock Option Agreement is entered into between Canadian Pacific Railway Limited (the “Corporation”) and the Participant named below (the “Optionholder”) pursuant to the Canadian Pacific Railway Limited Management Stock Option Incentive Plan as amended from time to time (the “Plan”) and confirms that:
CANADIAN PACIFIC RAILWAY COMPANY US$500,000,000 2.050% Notes due 2030 Underwriting AgreementCanadian Pacific Railway LTD/Cn • March 6th, 2020 • Railroads, line-haul operating • New York
CHANGE IN CONTROL AGREEMENT THIS AGREEMENT made as of the 18th day of May 2015.Change in Control Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
WHEREAS the Board of Directors of the Corporation (the "Board") recognizes that the establishment and maintenance of a sound and vital management team is essential to the protection and enhancement of the best interests of the Corporation and its shareholders;
Release: September 15, 2020 CP and Maersk reach agreement that will benefit North American customers and the environmentCanadian Pacific Railway LTD/Cn • September 17th, 2020 • Railroads, line-haul operating
Calgary - Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) and Maersk have reached an agreement to build and operate a world-class transload and distribution facility in Vancouver to expand CP’s and Maersk Canada’s supply chain options for customers. The CP transload facility will be an expansion of CP’s existing Vancouver Intermodal Facility and thus will benefit from turnkey rail infrastructure.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 13, 2011, by and between Canadian Pacific Railway Company, a corporation duly organized and existing under the laws of Canada (the "Corporation"), having its principal office at Suite 500, 401 9th Avenue, S.W., Calgary, Alberta T2P 4Z4, and The Bank of New York Mellon, formerly known as The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee").
CANADIAN PACIFIC RAILWAY COMPANY US$1,500,000,000 1.350% Notes due 2024 US$1,000,000,000 1.750% Notes due 2026 US$1,400,000,000 2.450% Notes due 2031 US$1,000,000,000 3.000% Notes due 2041 US$1,800,000,000 3.100% Notes due 2051 Underwriting AgreementUnderwriting Agreement • November 19th, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made between Canadian Pacific Railway Company and the Sao Line Railroad Company (collectively, the "Company'') and Keith Creel (the "Executive"), effective as of February 5 2013 (the "Effective Date").
This VOTING TRUST AGREEMENT (“Trust Agreement”), dated as of December 14, 2021, by and among Canadian Pacific Railway Limited, a Canadian corporation (“Parent”), Cygnus Holding Corp., a Delaware corporation and an indirect wholly owned subsidiary of...Voting Trust Agreement • December 14th, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2021 (this “Agreement”), by and among Canadian Pacific Railway Limited, a Canadian corporation (“Parent”), Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Surviving Merger Sub”), Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Surviving Merger Sub (“First Merger Sub” and, together with Surviving Merger Sub, “Merger Subs”) and Kansas City Southern, a Delaware corporation (the “Company”).
FIFTH AMENDING AGREEMENTFifth Amending Agreement • June 11th, 2018 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
FIRST SUPPLEMENT AL INDENTUREFirst Supplement Al Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of April 23, 2004, by and between Canadian Pacific Railway Company, a corporation duly organized and existing under the laws of Canada (the "Corporation"), having its principal office at Suite 500, 401 9th Avenue, S.W., Calgary, Alberta T2P 4Z4, and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 26th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made between Canadian Pacific Railway Company (the "Company") and Keith Creel (the "Executive") on the date hereof set forth on the signature page hereto, effective as of July 1, 2017 (the "Effective Date").
FIRST AMENDING AGREEMENTFirst Amending Agreement • April 22nd, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
the Majority Lenders under the Credit Agreement, that it intends to consummate the Acquisition as more fully set out herein;
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York
STOCK OPTION AGREEMENT AND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTStock Option Agreement • March 22nd, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating
This Stock Option Agreement and amendment to the Executive Employment Agreement dated July 23, 2016, as subsequently amended (the “Employment Agreement”), is entered into between Canadian Pacific Railway Limited (the “Corporation”) and the named Participant (the “Optionholder”) pursuant to the Canadian Pacific Railway Limited Management Stock Option Incentive Plan (the “Plan”), a sub-plan under the Canadian Pacific Railway Limited Section 162(m) Incentive Plan (the “162(m) Plan”), and confirms that:
SECOND AMENDING AGREEMENTSecond Amending Agreement • October 1st, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
ROYAL BANK OF CANADA, a Canadian chartered bank, as administrative agent of the Lenders (hereinafter referred to as the “Agent”),
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York
ContractCanadian Pacific Railway LTD/Cn • July 26th, 2016 • Railroads, line-haul operating • Alberta
Underwriting AgreementUnderwriting Agreement • February 4th, 2009 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
Scotia Capital Inc., RBC Dominion Securities Inc. and Morgan Stanley & Co. Incorporated, as co-lead underwriters (the “Co-Lead Underwriters”), and CIBC World Markets Inc., TD Securities Inc., BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc. and National Bank Financial Inc. (together with the Co-Lead Underwriters, the “Underwriters”) understand that Canadian Pacific Railway Limited (the "Corporation”) proposes to issue and sell 12,600,000 Common Shares (as hereinafter defined) (the "Firm Shares”). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Corporation, in the respective percentages provided for in Article 14 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shares at a price of $36.75 per Firm Share (the “Offering Price”), being an aggregate purchase price of $463,050,
CANADIAN PACIFIC RAILWAY LIMITED 9,840,890 Common Shares Underwriting AgreementCanadian Pacific Railway LTD/Cn • August 9th, 2016 • Railroads, line-haul operating • New York
Certain shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of Canadian Pacific Railway Limited, a Canadian corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of 9,840,890 Common Shares, no par value, of the Company (the “Shares”). The Shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SECOND AMENDING AGREEMENTSecond Amending Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
ROYAL BANK OF CANADA, a Canadian chartered bank, as administration agent of the Lenders (hereinafter referred to as the "Agent"),
THIRD AMENDING AGREEMENTThird Amending Agreement • June 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
ROYAL BANK OF CANADA, a Canadian chartered bank, as administration agent of the Lenders (hereinafter referred to as the "Agent"),
U.S. $2,200,000,000 REVOLVING CREDIT FACILITIES CANADIAN PACIFIC RAILWAY COMPANY as Borrower - and - CANADIAN PACIFIC KANSAS CITY LIMITED as Covenantor - and - THE FINANCIAL INSTITUTIONS IDENTIFIED ON THE SIGNATURE PAGES HERETO OR WHICH HEREAFTER...Credit Agreement • May 17th, 2023 • Canadian Pacific Kansas City LTD/Cn • Railroads, line-haul operating • Alberta
CANADIAN PACIFIC KANSAS CITY LIMITED (the “Covenantor”), a corporation formed and existing under the laws of Canada, as Covenantor,
John Orr Kansas City Dear John:Kansas City • March 21st, 2024 • Canadian Pacific Kansas City LTD/Cn • Railroads, line-haul operating • Minnesota
This letter agreement (this “Agreement”) memorializes the terms we have agreed regarding your resignation of employment with Soo Line Railroad Company, a subsidiary of Canadian Pacific Kansas City Limited (together with its subsidiaries, the “Company”), effective March 19, 2024 (the “Separation Date”).
FOURTH AMENDING AGREEMENTFourth Amending Agreement • June 27th, 2017 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
FIRST SUPPLEMENTAL INDENTURETrust Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture") dated as of November 24, 2015 between CANADIAN PACIFIC RAILWAY LIMITED, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Guarantor"), CANADIAN PACIFIC RAILWAY COMPANY, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Corporation") and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and having an office in Calgary, Alberta (the "Trustee").
THIRD AMENDING AGREEMENTThird Amending Agreement • October 1st, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
ROYAL BANK OF CANADA, a Canadian chartered bank, as administrative agent of the Lenders (hereinafter referred to as the “Agent”),
GUARANTEE OF CANADIAN PACIFIC RAILWAY COMPANY'S PERPETUAL 4% CONSOLIDATED DEBENTURE STOCKCanadian Pacific Railway LTD/Cn • February 29th, 2016 • Railroads, line-haul operating • New York
PERPETUAL 4% CONSOLIDATED DEBENTURE STOCK (the "Guarantee") dated as of December 18, 2015 between CANADIAN PACIFIC RAILWAY LIMITED, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Guarantor") and CANADIAN PACIFIC RAILWAY COMPANY, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Issuer").
STOCK OPTION AGREEMENT [Canadian Form of Agreement]Stock Option Agreement • July 28th, 2023 • Canadian Pacific Kansas City LTD/Cn • Railroads, line-haul operating • Alberta
This Stock Option Agreement (“Option Agreement”) is entered into between Canadian Pacific Kansas City Limited (formerly known as Canadian Pacific Railway Limited) (the “Corporation”) and the Participant[1] named below (the “Optionholder”) pursuant to the Canadian Pacific Railway Limited Management Stock Option Incentive Plan as amended from time to time (the “Plan”) and confirms that:
THIS SEPARATION AGREEMENT is made as of January 18, 2017 (the “Agreement”) BETWEEN: CANADIAN PACIFIC RAILWAY LIMITED (the “Company”) - and - RECITALS:Separation Agreement • January 23rd, 2017 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
U.S. $500,000,000 TERM CREDIT FACILITY CANADIAN PACIFIC RAILWAY COMPANY as Borrower - and - CANADIAN PACIFIC RAILWAY LIMITED as Covenantor - and - THE FINANCIAL INSTITUTIONS IDENTIFIED ON THE SIGNATURE PAGES HERETO OR WHICH HEREAFTER BECOME LENDERS as...Credit Agreement • October 1st, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta
CANADIAN PACIFIC RAILWAY LIMITED (the “Covenantor”), a corporation formed and existing under the laws of Canada, as Covenantor,
