Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Issuerhas only one security holder - issuer deemed to have ceased tobe a reporting issuer.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am. s. 83.

INTHE MATTER OF

THESECURITIES LEGISLATION OF

ALBERTA,NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA,

ONTARIO,QUEBEC AND SASKATCHEWAN

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

CANADIANPACIFIC ENTERPRISES LIMITED

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker")in each of Alberta, Newfoundland and Labrador, Nova Scotia, Ontario,Quebec and Saskatchewan (the "Jurisdictions") has received anapplication from Canadian Pacific Enterprises Limited (the "Filer")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Filer be deemed to have ceased tobe a reporting issuer or the equivalent under the Legislation;

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"), the OntarioSecurities Commission is the principal regulator for this application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.The Filer is subject to the Canada Business Corporations Act andits head office is located in Toronto, Ontario.

2.The Filer is a reporting issuer or the equivalent in each of theJurisdictions.

3.To the best of its knowledge, the Filer is not in default of anyof the requirements of the Legislation, other than with respectto the obligation to file its interim financial statements forthe nine months ended September 30, 2001.

4.The Filer's authorized capital consists of an unlimited numberof voting common shares (the "Common Shares") and an unlimitednumber of Class A Floating Rate Cumulative Redeemable PreferredShares (the "Preferred Shares").

5.The Filer currently has 64,079,206 Common Shares issued and outstanding.The Filer currently has no Preferred Shares outstanding.

6.The Filer's initial public offering of Preferred Shares occurredon November 1, 1967 and until December 6, 1985, the Filer issuedCommon Shares and additional Preferred Shares through a numberof different offerings to the public. Furthermore, the Filer actedas the guarantor of certain debt securities issued by an affiliate,Canadian Pacific Securities Limited ("CPSL").

7.Effective December 6, 1985, the approximately 30.1% of CommonShares that were held by members of the public were exchangedfor common shares in Canadian Pacific Limited ("CPL"). Thereafter,the sole beneficial owner of all the Common Shares became CPLand the Common Shares were delisted from The Toronto Stock Exchange.No securities, including debt securities, of the Filer are presentlylisted or quoted on any exchange or market. Immediately priorto this transaction, the 5,000,000 outstanding Preferred Sharesthat had been held by members of the public were redeemed by theFiler in accordance with their terms and cancelled.

8.The Filer is presently the guarantor of the $250 million 11.60%Guaranteed Debentures Series B due February 12, 2026 (the "SeriesB Debentures") privately placed by CPSL and subsequently soldto the public in the form of stripped coupons and the residualprincipal amount. The principal amount outstanding relating tothe Series B Debentures is held by Fairmont Hotels & ResortsInc. (formerly CPL) ("FH&R"), while the coupons relating tothe Series B Debentures for the period August 2001 to February2026 inclusive were previously acquired and contributed by theFiler to CPSL in consideration for additional equity in the capitalof CPSL. None of the Series B Debentures, either principal orcoupon, is currently held by the public.

9.Other than the Series B Debentures, the Filer does not guaranteeany debt securities.

10.There are no securities, including debt securities, currentlyissued by the Filer other than the Common Shares.

11.FH&R is the sole beneficial owner of all of the Common Shares,the only presently outstanding securities of the Filer, and FH&Ris the sole recipient of the guarantee of the Filer under theterms of the Series B Debentures.

12.The Filer does not intend to seek financing by way of an offeringto the public.

ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that the Filer be deemed to have ceased to be a reporting issueror the equivalent in each of the Jurisdictions.

April9, 2002.

"JohnHughes"