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,
