AGREEMENT AND PLAN OF MERGER dated as of September 4, 2007 among SOO LINE HOLDING COMPANY, SOO LINE PROPERTIES COMPANY, CANADIAN PACIFIC RAILWAY COMPANY, (solely for the purposes set forth herein) and DAKOTA, MINNESOTA & EASTERN RAILROAD CORPORATIONAgreement and Plan of Merger • September 7th, 2007 • Foster L B Co • Wholesale-metals service centers & offices • New York
AGREEMENT AND PLAN OF MERGER, dated as of September 4, 2007, among Soo Line Holding Company, a Delaware corporation and an indirect wholly owned subsidiary of the Guarantor (“Parent”), Soo Line Properties Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), Dakota, Minnesota & Eastern Railroad Corporation, a Delaware corporation (the “Company”), solely for the purposes of Article V and Sections 6.03 and 6.12, Canadian Pacific Railway Company, a company organized under the laws of Canada (the “Guarantor”), and, at such time as it is appointed pursuant to Section 6.08(a), the Stockholders’ Representative.
