EX-10.4





 Exhibit 10.4 

Execution Version 

THIRD AMENDING AGREEMENT 

THIS AGREEMENT dated as of September 29, 2021. 

AMONG: 
 CANADIAN PACIFIC RAILWAY COMPANY
(the “Borrower”) 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 administrative 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 “Consenting Lenders” and individually, a “Consenting Lender”), 

OF THE THIRD PART 
 WHEREAS
the Borrower, the Covenantor, the Agent and the Lenders have entered into the Credit Agreement; 
 WHEREAS the Covenantor has advised
the Agent and the Consenting Lenders, which constitute the Majority Lenders under the Credit Agreement, that it intends to consummate the Acquisition as more fully set out herein; 

AND WHEREAS, in furtherance of the foregoing, 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 third amending agreement, as amended, modified,
supplemented or restated from time to time; 
 “Amended Credit Agreement” means the Credit Agreement as amended and
supplemented by that certain First Amending Agreement, dated as of April 9, 2021, that certain Second Amending Agreement, dated as of September 24, 2021, and this Agreement, and as the same may be further amended, modified, supplemented or
restated from time to time; 
 “Credit Agreement” means the amended and restated credit agreement dated as of
September 27, 2019, among the Borrower, the Covenantor, the Agent and the Lenders; and 
 “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 Consenting Lenders. 
 1.2
Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Amended 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 
 Effective as of the Effective Date, each of the Agent and the Consenting Lenders agrees the Credit Agreement is amended by:

  

	(a)	 amending the definition of “Acquisition Agreement” to replace the reference therein to “March
21, 2021” with “September 15, 2021”. 


  

	(b)	 amending the definition of “Calculation Date” to replace the reference therein to “March 21,
2024” with “September 15, 2024”. 


 3. APPROVAL IN RESPECT OF THE ACQUISITION 

3.1 Subject to the terms and conditions set forth herein, the Agent and the Consenting Lenders hereby approve the consummation of the Acquisition and the
transactions contemplated thereby, including the Voting Trust, the financing associated therewith, and, in the event the STB does not approve the Acquisition, the disposal of the Acquired Business on the terms set forth in the Acquisition Agreement
and the Voting Trust Agreement. 
 4. REPRESENTATIONS AND WARRANTIES 

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

 

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



  
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	(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 TO EFFECTIVENESS 

5.1 This Agreement shall be effective on the date as of which the Borrower shall deliver or cause to be delivered to the Agent an executed copy of this
Agreement for each Lender. 
 6. CONFIRMATION OF CREDIT AGREEMENT AND OTHER DOCUMENTS 

The Credit Agreement and the other Credit Documents to which the Covenantor and the Borrower are 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 telecopier 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 Borrower or the Covenantor may be found. 

  
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 IN WITNESS WHEREOF the parties hereto have executed this Agreement. 

 

			
	CANADIAN PACIFIC RAILWAY COMPANY, as Borrower
		
	Per:	 	 /s/ Nadeem Velani

	Name:	 	Nadeem Velani
	Title:	 	Executive Vice President and Chief Financial Officer
	
	CANADIAN PACIFIC RAILWAY LIMITED, as Covenantor
		
	Per:	 	 s/ Nadeem Velani

	Name:	 	Nadeem Velani
	Title:	 	Executive Vice President and Chief Financial Officer



  
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	THE ADMINISTRATIVE AGENT
	
	ROYAL BANK OF CANADA
		
	Per:	 	 /s/ Susan Khokher

		 	Authorized Signatory



  
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	THE CONSENTING LENDERS
	
	ROYAL BANK OF CANADA
		
	Per:	 	 /s/ Tim VandeGriend

		 	Tim VandeGriend
		 	Authorized Signatory



  
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	BANK OF MONTREAL
		
	Per:	 	 /s/ Martin Stevenson

		 	Authorized Signing Officer
		
	Per:	 	  

		 	Authorized Signing Officer



  
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	BANK OF AMERICA, N.A., CANADA BRANCH
		
	Per:	 	 /s/ Marc Ahlers

		 	Marc Ahlers, Director



  
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	BARCLAYS BANK PLC
		
	Per:	 	 /s/ Craig J. Malloy

		 	Craig J. Malloy
		 	Director



  
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	CANADIAN IMPERIAL BANK OF COMMERCE
		
	Per:	 	 /s/ Stephen Redding

		 	Stephen Redding
		 	Managing Director
		
	Per:	 	 /s/ Danielle Bentley

		 	Danielle Bentley
		 	Director



  
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	CITIBANK, N.A., Canadian Branch
		
	Per:	 	 /s/ Jonathan Cain

		 	Authorized Signing Officer



  
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	HSBC BANK CANADA
		
	Per:	 	 /s/ Dieter Stefely

		 	Authorized Signing Officer
		
	Per:	 	 /s/ Sudip Mukherjee

		 	Authorized Signing Officer



  
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	MORGAN STANLEY BANK, N.A.
		
	Per:	 	 /s/ Michael King

		 	Authorized Signing Officer
		
	Per:	 	  

		 	Authorized Signing Officer



  
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	MUFG BANK, LTD., CANADA BRANCH
		
	Per:	 	 /s/ Beau Filkowski

		 	Beau Filkowski
		 	Director
		
	Per:	 	  

		 	 Authorized Signing Officer




  
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	THE BANK OF NOVA SCOTIA
		
	Per:	 	 /s/ Michael Linder

		 	Michael Linder
		 	Director
		
	Per:	 	 /s/ Jonathan Leach

		 	Jonathan Leach
		 	Associate Director



  
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	WELLS FARGO BANK N.A., CANADIAN BRANCH
		
	Per:	 	 /s/ Marc-Philippe Piche

		 	Marc-Philippe Piche, Managing Director
		
	Per:	 	 /s/ Sean Buchan

		 	Sean Buchan, Director



  
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	ATB FINANCIAL
		
	Per:	 	 /s/ Maximiliano Herrera

		 	Maximiliano Herrera
		 	Senior Director – Corporation Banking
		
	Per:	 	 /s/ Nizar Walji

		 	Nizar Walji
		 	Associate Director



  
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	FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC
		
	Per:	 	 /s/ Oliver Sumugod

		 	Oliver Sumugod
		 	Director
		
	Per:	 	 /s/ Matt van Remmen

		 	Matt van Remmen
		 	Managing Director



  
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	SUMITOMO MITSUI BANKING CORPORATION, CANADA BRANCH
		
	Per:	 	 /s/ Ming Chang

		 	Ming Chang, Managing Director
		
	Per:	 	  

		 	Authorized Signing Officer



  
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