8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

June 23, 2017
Date of Report (Date of earliest event reported) 

Canadian Pacific Railway Limited

(Exact name of registrant as specified in its charter)

Canada	001-01342	98-0355078
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7550 Ogden Dale Road S.E., Calgary, Alberta,
Canada, T2C 4X9

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (403) 319-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.    Entry into a Material Definitive Agreement.

On June 23, 2017, Canadian Pacific Railway Company (“CPRC”), a wholly owned subsidiary of Canadian Pacific Railway Limited (the “Registrant”), and the Registrant, entered into a fourth amending agreement (the “Fourth Amending Agreement”) to the credit agreement dated as of September 26, 2014, as amended by a first amending agreement, dated as of June 15, 2015, and as further amended by a second amending agreement, dated as of September 17, 2015 and the third amending agreement dated as of June 28, 2016 (as so amended, the “Credit Agreement”), between CPRC, as borrower, the Registrant, as covenantor, Royal Bank of Canada, as administration agent, and the various lenders party thereto.

The amendments to the Credit Agreement in the Fourth Amending Agreement include, among other things, the extension of the 5 Year Maturity Date (as such term is defined in the Credit Agreement) from June 28, 2021 to June 28, 2022 and of the Term Out Date (as such term is defined in the Credit Agreement) from June 28, 2017 to June 27, 2018.

The foregoing description of the Fourth Amending Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amending Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
Exhibit 10.1	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.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 27, 2017
	CANADIAN PACIFIC RAILWAY LIMITED
	By:	/s/ Scott Cedergren
		Name:	Scott Cedergren
		Title:	Assistant Corporate Secretary

3

EXHIBIT INDEX

Exhibit No.	Exhibit Description
Exhibit 10.1	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.

EX-10.1

1

FOURTH AMENDING AGREEMENT

THIS AGREEMENT dated as of June 23, 2017.

AMONG:

CANADIAN PACIFIC RAILWAY COMPANY ("CPRC") as Borrower,

and

CANADIAN PACIFIC RAILWAY LIMITED (the "Covenantor"), as Covenantor

OF THE FIRST PART

and

ROYAL BANK OF CANADA, a Canadian chartered bank, as administration agent of the Lenders (hereinafter referred to as the "Agent"),

OF THE SECOND PART

and

EACH PERSON NAMED ON THE SIGNATURE PAGES HEREOF in their capacity as a Lender (hereinafter collectively referred to as the "Lenders" and individually, a "Lender"),

OF THE THIRD PART

WHEREAS the parties hereto entered into the Credit Agreement;

AND WHEREAS the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as set out herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

1.INTERPRETATION

1.1In this Agreement and the recitals hereto, unless something in the subject matter or context is inconsistent therewith:

"Agreement" means this fourth amending agreement, as amended, modified, supplemented or restated from time to time;

"Amended Credit Agreement" means the Credit Agreement as amended and supplemented by this Agreement, and as the same may be further amended, modified, supplemented or restated from time to time;

"Credit Agreement" means the credit agreement dated as of September 26, 2014, as amended by a first amending agreement dated as of June 15, 2015, a second amending agreement dated September 17, 2015 and a third amending agreement dated June 28, 2016, between the Borrowers, the Agent and the Lenders;

"Effective Date" means the date on which all of the conditions precedent in Section 5.1 of this Agreement have been satisfied or waived by the Lenders;

"New Lenders" means Fédération des caisses Desjardins du Québec and Export Development Canada; and

"Withdrawing Lender" means JPMorgan Chase Bank, N.A., Toronto Branch.

1.2Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Credit Agreement.

1.3The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto. Unless expressly indicated otherwise, all references to "Section" or "Sections" are intended to refer to a Section or Sections of the Credit Agreement.

2.AMENDMENTS TO CREDIT AGREEMENT

2.1Effective as of the Effective Date, each of the 5 Year Lenders agree the Credit Agreement is amended by:

(a) amending the definition "5 Year Maturity Date" by replacing the reference to " June 28, 2021" with "June 28, 2022"; and

(b) deleting the table on Schedule 7 under the heading "5 Year Facility" and replacing it with the following table:

Senior Unsecured Debt Rating as Assigned by S&P or Moody's respectively	Standby Fee	Canadian Prime Rate Advances/ Base Rate (Canada) Advances	Eurodollar Rate Advance/BA Instruments/Documentary Credits
A2/A or higher	8 bps	0 bps	87.5 bps
A-/A3	9 bps	0 bps	100 bps
BBB+/Baa1	11 bps	12.5 bps	112.5 bps
BBB/Baa2	15 bps	25 bps	125 bps
BBB-/Baa3	20 bps	50 bps	150 bps
BB+/Ba1 or lower	25 bps	75 bps	175 bps

2.2Effective as of the Effective Date, each of the 1+1 Lenders agree that the definition of "Term Out Date" in the Credit Agreement is amended by replacing the reference to "June 28, 2017" with "June 27, 2018".

2.3Effective as of the Effective Date, each of the Lenders agree that the Credit Agreement is amended by:

(a) replacing the definition of "Equivalent U.S. $ Amount" in its entirety with the following:

""Equivalent U.S. $ Amount" means, at any relevant time, on any day and with respect to any amount of Canadian Dollars or Pounds Sterling, the amount of U.S. Dollars which would be required to buy such amount of Canadian Dollars or Pounds Sterling at the rate as quoted by the Bank of Canada at approximately the close of business on the Business Day that such purchase is to be made (or, if such purchase is to be made before close of business on such Business Day, then at approximately close of business on the immediately preceding Business Day), and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Administrative Agent on the Business Day such purchase is to be made in accordance with its normal practice."; and

(b) Schedule 1 to the Credit Agreement is replaced in its entirety with Exhibit "A" attached hereto.

2.4Effective as of the Effective Date:

(a) Co-Lead Arrangers are RBC Capital Markets, BMO Capital Markets, Morgan Stanley MUFG Loan Partners, LLC and Citibank, N.A., Canadian Branch;

(b) Joint Bookrunners are RBC Capital Markets and BMO Capital Markets;

(c) Syndication Agent is Bank of Montreal; and

(d) Co-Documentation Agents are Morgan Stanley MUFG Loan Partners, LLC and Citibank, N.A., Canadian Branch.

3.NEW LENDERS

3.1The parties hereto confirm and agree that each New Lender shall be a Lender for all purposes of the Amended Credit Agreement and the other Credit Documents having the Commitment set forth opposite its name on Exhibit "A" hereto and all references herein or therein to "Lenders" or a "Lender" shall be deemed to include each New Lender.

3.2Each New Lender hereby acknowledges and agrees that:

(a) 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;

(b) 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:

(i) 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

(ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower and its Subsidiaries.

(c) 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.

3.3Without in any way limiting the other provisions hereof, each New Lender irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the provisions of the Credit Agreement.

3.4Each New Lender specifies that its address for the purpose of notices under Section 12.4 of the Credit Agreement is:

For funding notices:

Fédération des caisses Desjardins du Québec1170 Peel Street, Suite #300

Montreal, QC H3B 0B1

Attention:    Director, Corporate Banking

Facsimile:    (514) 281-2385

Export Development Canada150 Slater Street

Ottawa, ON K1A 1K3

Attention:    Loans Services - Syndications

Email:        Loans.services@edc.ca

For all other notices:

Fédération des caisses Desjardins du Québec

1170 Peel Street, Suite #300

Montreal, QC H3B 0B1

Attention:     Director, Corporate Banking

Facsimile:    (514) 281-2385

Export Development Canada150 Slater Street

Ottawa, ON K1A 1K3

Attention:    Financing Manager

Email:        rleong@edc.ca

4.REPRESENTATIONS AND WARRANTIES

4.1The Borrower hereby represents and warrants to and in favour of the Agent and the Lenders that as of the Effective Date:

(a) there exists no Default or Event of Default; and

(b) 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.

5.CONDITIONS PRECEDENT

5.1This Agreement shall be effective on the date each of the following conditions precedent are satisfied (or waived by the Lenders hereunder):

(a) the Borrower shall deliver or cause to be delivered to the Agent an executed copy of this Agreement for each Lender;

(b) 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

(c) each Lender shall have been paid all fees as have been agreed to with the Borrower in respect of this Agreement.

6.CONFIRMATION OF CREDIT AGREEMENT AND OTHER DOCUMENTS

The Credit Agreement and the other Credit Documents to which each of the Borrower and the Covenantor is a party and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Agreement, shall be and continue to be in full force and effect. The Credit Agreement as amended hereby is hereby ratified and confirmed and shall from and after the date hereof continue in full force and effect. This Agreement shall, for all purposes, be considered to be a Credit Document. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents.

7.FURTHER ASSURANCES

The parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are required in order to effect the full intent of and fully perform and carry out the terms of this Agreement.

8.COUNTERPARTS

This Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

9.GOVERNING LAW

The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without prejudice to or limitation of any other rights or remedies available under the laws of any jurisdiction where property or assets of the Borrowers may be found.

[signature pages follow]

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

CANADIAN PACIFIC RAILWAY COMPANY, as Borrower

Per: /s/ Pramod Bhatia

Name: Pramod Bhatia

Title: Treasurer

CANADIAN PACIFIC RAILWAY LIMITED, as Covenantor

Per: /s/ Pramod Bhatia

Name: Pramod Bhatia

Title: Treasurer

THE ADMINISTRATIVE AGENT

ROYAL BANK OF CANADA

Per: /s/ Susan Khokher

   Authorized Signatory

THE LENDERS

ROYAL BANK OF CANADA

Per: /s/ Tim VandeGriend

   Tim VandeGriend

   Authorized Signatory

BARCLAYS BANK PLC

Per: /s/ Craig Malloy

     Craig Malloy

Director

MORGAN STANLEY BANK, N.A.

Per: /s/ Michael King

     Michael King

Authorized Signatory

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH

Per: /s/ Catherine Siu

     Catherine Siu

Director

CITIBANK, N.A., Canadian Branch

Per: /s/ Jonathan Cain

     Jonathan Cain

Authorized Signatory

BANK OF AMERICA, N.A., CANADA BRANCH

Per: /s/ Marc Ahlers

     Marc Ahlers

     Vice President

BANK OF MONTREAL

Per: /s/ Carol McDonald

     Carol McDonald

Director

THE BANK OF NOVA SCOTIA

Per: /s/ Jamie Davis

     Jamie Davis

Director

Per: /s/ Andrew Morales

   Andrew Morales

   Associate Director

CANADIAN IMPERIAL BANK OF COMMERCE

Per: /s/ Stephen Redding

     Stephen Redding

Managing Director

Per: /s/ Kevin Charko

     Kevin Charko

Executive Director

WELLS FARGO BANK, N.A., CANADIAN BRANCH

Per: /s/ Marc-Philippe Piché

     Marc-Philippe Piché

Regional Vice President

HSBC BANK CANADA

Per: /s/ Jason Lang

     Jason Lang

Director, Resources & Energy Group

Per: /s/ Duncan Levy

     Duncan Levy

Director, Global Banking

ALBERTA TREASURY BRANCHES

Per: /s/ Maximiliano Herrera

     Maximiliano Herrera

Director, ATB Corporate Financial

Services

Per: /s/ Christopher Hamel

     Christopher Hamel

Associate Director

NATIONAL BANK OF CANADA

Per: /s/ Michelle Fiebig

     Michelle Fiebig

Director

Per: /s/ David Torrey

     David Torrey

Managing Director

SUMITOMO MITSUI BANKING CORPORATION, CANADA BRANCH

Per: /s/ Ming Chang

     Ming Chang

Managing Director

FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC

Per: /s/ Oliver Sumugod

     Oliver Sumugod

Director

Per: /s/ Matt van Remmen

      Matt van Remmen

Managing Director

EXPORT DEVELOPMENT CANADA

Per: /s/ Sean Borutskie

       Sean Borutskie

Senior Associate

Per: /s/ Marie Poulin

     Marie Poulin

Financing Manager

Exhibit "A"

Schedule 1

COMMITMENTS

5 Year Facility

(all amounts in U.S. $)

Lender	5 Year Commitment	5 Year Fronting Documentary Commitment	5 Year Swingline Commitment
Royal Bank of Canada	$82,500,000	$110,000,000	$50,000,000
Barclays Bank plc	$82,500,000
Morgan Stanley Bank, N.A.	$32,500,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch	$50,000,000
Citibank, N.A., Canadian Branch	$82,500,000
Bank of America, N.A., Canada Branch	$82,500,000
Bank of Montreal	$82,500,000	$40,000,000
The Bank of Nova Scotia	$82,500,000	$40,000,000
Canadian Imperial Bank of Commerce	$82,500,000	$40,000,000
Wells Fargo Bank N.A., Canadian Branch	$82,500,000
HSBC Bank Canada	$82,500,000
Fédération des caisses Desjardins du Québec	$41,250,000
Export Development Canada	$41,250,000
Alberta Treasury Branches	$35,000,000	$30,000,000
National Bank of Canada	$32,500,000	$40,000,000
Sumitomo Mitsui Banking Corporation, Canada Branch	$25,000,000
	_________________	________________	_______________
	U.S. $1,000,000,000	U.S. $300,000,000	U.S. $50,000,000

1+1 Facility

(all amounts in U.S. $)

Lender	1+1 Commitment
Royal Bank of Canada	$82,500,000
Barclays Bank plc	$82,500,000
Morgan Stanley Bank, N.A.	$32,500,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch	$50,000,000
Citibank, N.A., Canadian Branch	$82,500,000
Bank of America, N.A., Canada Branch	$82,500,000
Bank of Montreal	$82,500,000
The Bank of Nova Scotia	$82,500,000
Canadian Imperial Bank of Commerce	$82,500,000
Wells Fargo Bank N.A., Canadian Branch	$82,500,000
HSBC Bank Canada	$82,500,000
Fédération des caisses Desjardins du Québec	$41,250,000
Export Development Canada	$41,250,000
Alberta Treasury Branches	$35,000,000
National Bank of Canada	$32,500,000
Sumitomo Mitsui Banking Corporation, Canada Branch	$25,000,000
	_______________
	U.S. $1,000,000,000

8341605.3