FOURTH AMENDING AGREEMENT

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

1.1 In 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 Xxxxxxxxxx du Québec and Export Development Canada; and

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

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

1.3 The 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

2.1 Effective 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 Xxxxx'x 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

2.2 Effective as of the Effective Date, each of the 0x0 Xxxxxxx 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".

2.3 Effective 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.

2.4 Effective as of the Effective Date:

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

3. NEW LENDERS

3.1 The 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.

3.2 Each 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.

3.3 Without 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.

3.4 Each 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 Xxxxxxxxxx du Québec 0000 Xxxx Xxxxxx, Xxxxx #000

Xxxxxxxx, XX X0X 0X0

Attention:    Director, Corporate Banking

Facsimile:    (000) 000-0000

Export Development Canada 000 Xxxxxx Xxxxxx

Xxxxxx, XX X0X 0X0

Attention:    Loans Services - Syndications

Email:        Xxxxx.xxxxxxxx@xxx.xx

For all other notices:

Fédération des caisses Xxxxxxxxxx du Québec

0000 Xxxx Xxxxxx, Xxxxx #000

Xxxxxxxx, XX X0X 0X0

Attention:     Director, Corporate Banking

Facsimile:    (000) 000-0000

Export Development Canada 000 Xxxxxx Xxxxxx

Xxxxxx, XX X0X 0X0

Attention:    Financing Manager

Email:        xxxxxx@xxx.xx

4. REPRESENTATIONS AND WARRANTIES

4.1 The 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

5.1 This 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/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Treasurer

CANADIAN PACIFIC RAILWAY LIMITED, as Covenantor

Per: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Treasurer

THE ADMINISTRATIVE AGENT

ROYAL BANK OF CANADA

Per: /s/ Xxxxx Xxxxxxx

   Authorized Signatory

THE LENDERS

ROYAL BANK OF CANADA

Per: /s/ Xxx XxxxxXxxxxx

   Xxx XxxxxXxxxxx

   Authorized Signatory

BARCLAYS BANK PLC

Per: /s/ Xxxxx Xxxxxx

     Xxxxx Malloy

Director

XXXXXX XXXXXXX BANK, N.A.

Per: /s/ Xxxxxxx Xxxx

     Xxxxxxx King

Authorized Signatory

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

Per: /s/ Xxxxxxxxx Xxx

     Xxxxxxxxx Siu

Director

CITIBANK, N.A., Canadian Branch

Per: /s/ Xxxxxxxx Xxxx

     Xxxxxxxx Cain

Authorized Signatory

BANK OF AMERICA, N.A., CANADA BRANCH

Per: /s/ Xxxx Xxxxxx

     Xxxx Xxxxxx

     Vice President

BANK OF MONTREAL

Per: /s/ Xxxxx XxXxxxxx

     Xxxxx McDonald

Director

THE BANK OF NOVA SCOTIA

Per: /s/ Xxxxx Xxxxx

     Xxxxx Davis

Director

Per: /s/ Xxxxxx Xxxxxxx

   Xxxxxx Xxxxxxx

   Associate Director

CANADIAN IMPERIAL BANK OF COMMERCE

Per: /s/ Xxxxxxx Xxxxxxx

     Xxxxxxx Redding

Managing Director

Per: /s/ Xxxxx Xxxxxx

     Xxxxx Charko

Executive Director

XXXXX FARGO BANK, N.A., CANADIAN BRANCH

Per: /s/ Xxxx-Xxxxxxxx Xxxxx

     Xxxx-Xxxxxxxx Piché

Regional Vice President

HSBC BANK CANADA

Per: /s/ Xxxxx Xxxx

     Xxxxx Lang

Director, Resources & Energy Group

Per: /s/ Xxxxxx Xxxx

     Xxxxxx Levy

Director, Global Banking

ALBERTA TREASURY BRANCHES

Per: /s/ Xxxxxxxxxxx Xxxxxxx

     Xxxxxxxxxxx Herrera

Director, ATB Corporate Financial

Services

Per: /s/ Xxxxxxxxxxx Xxxxx

     Xxxxxxxxxxx Hamel

Associate Director

NATIONAL BANK OF CANADA

Per: /s/ Xxxxxxxx Xxxxxx

     Xxxxxxxx Fiebig

Director

Per: /s/ Xxxxx Xxxxxx

     Xxxxx Torrey

Managing Director

SUMITOMO MITSUI BANKING CORPORATION, CANADA BRANCH

Per: /s/ Xxxx Xxxxx

     Ming Chang

Managing Director

FÉDÉRATION DES CAISSES XXXXXXXXXX DU QUÉBEC

Per: /s/ Xxxxxx Xxxxxxx

     Xxxxxx Sumugod

Director

Per: /s/ Xxxx xxx Xxxxxx

      Matt van Remmen

Managing Director

EXPORT DEVELOPMENT CANADA

Per: /s/ Xxxx Borutskie

       Xxxx Borutskie

Senior Associate

Per: /s/ Xxxxx Xxxxxx

     Xxxxx 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
Xxxxxx Xxxxxxx 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
Xxxxx Fargo Bank N.A., Canadian Branch	$82,500,000
HSBC Bank Canada	$82,500,000
Fédération des caisses Xxxxxxxxxx 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
Xxxxxx Xxxxxxx 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
Xxxxx Fargo Bank N.A., Canadian Branch	$82,500,000
HSBC Bank Canada	$82,500,000
Fédération des caisses Xxxxxxxxxx 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

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