Underwriting AgreementUnderwriting Agreement • October 29th, 2013 • Canadian Pacific Railway Co/New • Railroads, line-haul operating • New York
The undersigned, an executive officer or director of Canadian Pacific Railway Limited, a corporation organized under the laws of Canada, and any successor (by merger or otherwise) thereto (the “Company”), understands that Credit Suisse Securities (USA) LLC, as lead underwriter (“Credit Suisse”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC (together with Credit Suisse, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and certain selling shareholders named therein (the “Selling Shareholders”), providing for the public offering (the “Public Offering”) of common shares (the “Securities”) of the Company.
