Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
June 8, 2018
Date of Report (Date of earliest event reported) 
Canadian Pacific Railway Limited
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
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:
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o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

ITEM 1.01.    Entry into a Material Definitive Agreement.
On June 8, 2018, Canadian Pacific Railway Company (“CPRC”), a wholly owned subsidiary of Canadian Pacific Railway Limited (the “Registrant”), and the Registrant, entered into a fifth amending agreement (the “Fifth 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, the third amending agreement dated as of June 28, 2016 and the fourth amending agreement dated as of June 23, 2017 (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 Fifth 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, 2022 to June 28, 2023. The Term Out Date (as such term is defined in the Credit Agreement) of June 27, 2018 was not extended.

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

ITEM 9.01    Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
Exhibit Description
Exhibit 10.1
Fifth Amending Agreement, dated as of June 8, 2018, 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.

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 8, 2018
/s/ Scott Cedergren
Scott Cedergren
Assistant Corporate Secretary


Exhibit No.
Exhibit Description