CANADIAN PACIFIC RAILWAY COMPANY US$500,000,000 4.000% Senior Notes due 2028 Underwriting AgreementCanadian Pacific Railway LTD/Cn • May 16th, 2018 • Railroads, line-haul operating • New York
Canadian Pacific Railway Company, a Canadian corporation (the “Company”) and wholly owned subsidiary of Canadian Pacific Railway Limited, a Canadian corporation (“Parent”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), US$500,000,000 principal amount of its 4.000% Senior Notes due 2028 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by Parent (the “Guarantee” and, together with the Notes, the “Securities”). The Securities will be issued pursuant to the Indenture dated as of September 11, 2015 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of May 16, 2018 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
