Document

Exhibit 10.2


  


FIRST AMENDING AGREEMENT  
THIS AGREEMENT dated as of April 9, 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:  








 










      











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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 first 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 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 Section 1.1 to add the following new definitions in appropriate alphabetical order:  
""Acquired Business" means the Acquired Company together with its subsidiaries.   
"Acquired Company" means Kansas City Southern, a Delaware corporation.  
"Acquired Company EBITDA" has the meaning specified in the definition of EBITDA.  
                                           "Acquisition" means the direct or indirect acquisition, including pursuant to a Trust  
Closing, by the Covenantor of all the issued and outstanding equity interests in the  
Acquired Company pursuant to and as contemplated by the Acquisition Agreement.   
"Acquisition Agreement" means the Agreement and Plan of Merger (together with the  
exhibits and schedules thereto), dated as of March 21, 2021, among the Covenantor, the  
Acquired Company, Cygnus Merger Sub 1 Corporation and Cygnus Merger Sub 2  
Corporation, without giving effect to any amendment, modification, waiver or consent  


 












    
  















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thereunder that is materially adverse to the Lenders or the Acquisition Arrangers without  the Acquisition Arrangers’ prior written consent.  
"Acquisition Arrangers" means each of Bank of Montreal, on behalf of itself and on  behalf of BMO Capital Markets Corp., and Goldman Sachs Lending Partners LLC.  
"Acquisition Closing Date" has the meaning specified in Section 8.3.  
"Calculation Date" has the meaning specified in the definition of EBITDA.  
"Calculation Period" has the meaning specified in the definition of EBITDA.  
"Erroneous Payment" has the meaning specified in Section 10.15(a).  
"Erroneous Payment Deficiency Assignment" has the meaning specified in Section  10.15(d).  
"Erroneous Payment Impacted Facilities" has the meaning specified in Section 10.15(d).  
"Erroneous Payment Return Deficiency" has the meaning specified in Section 10.15(d).   
"Erroneous Payment Subrogation Rights" has the meaning specified in Section  10.15(d).  
"Excluding Event" has the meaning specified in Section 8.3.  
"Funded Net Debt" means, at any time, the Funded Debt of the Covenantor net of  aggregate unrestricted cash and Cash Equivalents of the Covenantor determined on a  consolidated basis in accordance with GAAP, including for all periods ending during the  Calculation Period, unrestricted cash and Cash Equivalents attributable to the Acquired  Company and its Subsidiaries that are held in the Voting Trust, notwithstanding that the  Acquired Company is not consolidated with the Covenantor under GAAP.   
"Payment Recipient" has the meaning specified in Section 10.15(a).  
"STB" means the Surface Transportation Board.  
"Termination Date" means the earlier of the date on which (a) the STB approves the  Acquisition, the Voting Trust Agreement is terminated and the Acquired Company  becomes subject to the control of the Covenantor and its Subsidiaries or (b) the Covenantor  directly or indirectly disposes of the Acquired Company following receipt of a final order  of the STB that disallows the control of the Acquired Company by the Covenantor.  
"Trust Closing" means the consummation of the Acquisition by the Voting Trust pursuant  to the Voting Trust Agreement, under which the equity of the Acquired Business is placed  into the Voting Trust, pursuant to and as contemplated by the Acquisition Agreement.   
"Voting Trust" means the independent and irrevocable voting trust established pursuant  to the Voting Trust Agreement.  


 





























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"Voting Trust Agreement" means a voting trust agreement in substantially the form  
attached as Exhibit A of the Acquisition Agreement, without giving effect to any  
amendment or modification thereunder that is materially adverse to the Lenders or the  
Acquisition Arrangers without the Acquisition Arrangers’ prior written consent, other than  
any such amendments or modifications which are requested by the STB or mandated by  
applicable law.";  
(b)     amending the definition of "EBITDA" to add the following sentence to the end of such definition:  


 "Subject to the occurrence of any Excluding Event, (i) for all periods ending after the Trust  
Closing and on or prior to the earliest of (A) the date of termination of the Voting Trust  
and the release of the shares of the Acquired Company from the Voting Trust to the  
Covenantor or the Borrower or any of their subsidiaries following receipt of a final order  
by the STB approving or exempting the control of the Acquired Company by the  
Covenantor, (B) the date of receipt of a final order by the STB which disallows the control  
of the Acquired Company by the Covenantor or (C) March 21, 2024 (such earliest date  
referred to as the "Calculation Date" and the period between the Trust Closing and the  
Calculation Date, the "Calculation Period"), EBITDA for all Financial Quarters included  
in any period shall be calculated to include the consolidated EBITDA attributable to the  
Acquired Company and its Subsidiaries (the "Acquired Company EBITDA") (as if such  
shares were acquired at the beginning of the relevant period), notwithstanding that the  
Acquired Company is not consolidated with the Covenantor under GAAP (assuming for  
this purpose that references in the definition of EBITDA and the component definitions  
thereof to the Covenantor are to the Acquired Company and its Subsidiaries), (ii) for all  
periods ending prior to the Calculation Date, EBITDA of the Covenantor shall not include  
consolidated net income received by the Covenantor or any of its Subsidiaries from the  
Acquired Company during such period that is accounted for by the equity method of  
accounting, and (iii) for all periods ending after the Calculation Date, except to the extent  
the Acquired Company is a Subsidiary of the Covenantor, EBITDA shall include the  
Acquired Company EBITDA only to the extent of cash actually received by the  
Covenantor, the Borrower or any Designated Subsidiary Guarantor during such period.";  
(c)     amending the definition of "Funded Debt" to add the following sentence to the end of such definition:  
"During the Calculation Period (and subject to the occurrence of any Excluding Event),  
Funded Debt shall be calculated to include the Funded Debt attributable to the Acquired  
Company, notwithstanding that the Acquired Company is not consolidated with the  
Covenantor under GAAP (assuming for this purpose that references in the definition of  
Funded Debt and the component definitions thereof to the Covenantor are to the Acquired  
Company and its Subsidiaries). For the avoidance of doubt, after the Calculation Period,  
Funded Debt of the Covenantor shall be calculated to exclude the Funded Debt attributable  
to the Acquired Company and its Subsidiaries for so long as the Acquired Company  
remains in the Voting Trust, unless and until the Acquired Company and its Subsidiaries  
become Subsidiaries of the Covenantor upon termination of the Voting Trust.";  








       


                       















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(d)     amending Section 2.3 to delete the same in its entirety and replace it with the following:  
" 2.3    Use of Proceeds  
The Borrowers shall use the proceeds of Accommodations for general corporate purposes  
(including, for certainty, to partially finance the Acquisition and associated fees and  
expenses).";  
(e)     amending Section 8.2(g) to add the following proviso to the end of such section:  
     "; provided that at all times prior to the Termination Date, the asset value associated with  
the Acquired Business (and for certainty, the debt of the Acquired Business) shall be  
disregarded for purposes of determining compliance with this Section 8.2(g).";   
(f)     amending Section 8.3 to delete the same in its entirety and replace it with the following:  
"8.3 Financial Covenant  
     So long as any amount owing by any Borrower under this Agreement remains unpaid or  
any Lender has any obligation under this Agreement, unless consent is given under Section  
12.1, the ratio of Funded Net Debt to EBITDA of the Covenantor shall not exceed 4.00:1.00  
on the last day of any period of four consecutive Financial Quarters; provided, however,  
that on and after the date of consummation of the Acquisition (the "Acquisition Closing  
Date"), so long as any amount owing by any Borrower under this Agreement remains  
unpaid or any Lender has any obligation under this Agreement, unless consent is given  
under Section 12.1, the ratio of Funded Net Debt to EBITDA of the Covenantor shall not  
exceed 4.75:1.00 on the last day of any period of four consecutive Financial Quarters  
ending on or before the date which is 24 months after the Acquisition Closing Date.  
     For purposes of determining compliance with this Section 8.3 during the Calculation  
Period, if there has been (i) a material adverse change in the business, financial condition,  
operations, performance or properties of the Acquired Company and its Subsidiaries, taken  
as a whole, or (ii) the occurrence of an insolvency event of the type contemplated by  
Section 9.1(h) with respect to the Acquired Company (each of (i) or (ii), an "Excluding  
Event"), then (x) EBITDA shall include the Acquired Company and its Subsidiaries only  
to the extent of cash actually received by the Covenantor, the Borrower or any Designated  
Subsidiary Guarantor and (y) Funded Debt shall be calculated to exclude the Funded Debt  
attributable to the Acquired Company and its subsidiaries that is non-recourse to the  
Covenantor and its Subsidiaries (excluding, for the avoidance of doubt, the Acquired  
Company and its subsidiaries)";  
(g)     amending Article 10 to add the following as Section 10.15:  
"10.15      Erroneous Payments   
(a)     If the Administrative Agent notifies a Lender, or any Person who has received  
funds on behalf of a Lender (any such Lender or other recipient, a "Payment  
Recipient") that the Administrative Agent has determined in its sole discretion  
(whether or not after receipt of any notice under the immediately succeeding clause  
(b)) that any funds received by such Payment Recipient from the Administrative  
 




      








  









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Agent or any of its Affiliates were erroneously or mistakenly transmitted or paid  
to, or otherwise erroneously or mistakenly received by, such Payment Recipient  
(whether or not known to such Lender or other Payment Recipient on its behalf)  
(any such funds, whether received as a payment, prepayment or repayment of  
principal, interest, fees, distribution or otherwise, individually and collectively, an  
"Erroneous Payment") and demands the return of such Erroneous Payment (or a  
portion thereof), such Erroneous Payment shall at all times remain the property of  
the Administrative Agent and shall be segregated by the Payment Recipient and  
held in trust for the benefit of the Administrative Agent, and such Lender shall (or,  
with respect to any Payment Recipient who received such funds on its behalf, shall  
cause such Payment Recipient to) promptly, but in no event later than two Business  
Days thereafter, return to the Administrative Agent the amount of any such  
Erroneous Payment (or portion thereof) as to which such a demand was made, in  
same day funds (in the currency so received), together with interest thereon in  
respect of each day from and including the date such Erroneous Payment (or  
portion thereof) was received by such Payment Recipient to the date such amount  
is repaid to the Administrative Agent in same day funds at the greater of (i) in  
respect of an Erroneous Payment in U.S. Dollars, the Federal Funds Rate and, in  
respect of an Erroneous Payment in Canadian Dollars at a fluctuating rate per  
annum equal to the overnight rate at which Canadian Dollars may be borrowed by  
the Administrative Agent in the interbank market in an amount comparable to such  
Erroneous Payment (as determined by the Administrative Agent) and (ii) a rate  
determined by the Administrative Agent in accordance with banking industry rules  
or prevailing market practice for interbank compensation from time to time in  
effect. A notice of the Administrative Agent to any Payment Recipient under this  
Section 10.15(a) shall be conclusive, absent manifest error.  
(b)       Without limiting the immediately preceding Section 10.15(a), each Lender, or any  
Person who has received funds on behalf of a Lender, hereby further agrees that if  
it receives a payment, prepayment or repayment (whether received as a payment,  
prepayment or repayment of principal, interest, fees, distribution or otherwise)  
from the Administrative Agent (or any of its Affiliates) (x) that is in a different  
amount than, or on a different date from, that specified in a notice of payment,  
prepayment or repayment sent by the Administrative Agent (or any of its  
Affiliates) with respect to such payment, prepayment or repayment, (y) that was  
not preceded or accompanied by a notice of payment, prepayment or repayment  
sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender,  
or other such recipient, otherwise becomes aware was transmitted, paid, or  
received, in error or by mistake (in whole or in part) in each case:  
(i)     (A) in the case of immediately preceding clauses (x) or (y), an error shall  
be presumed to have been made (absent express written confirmation from  
the Administrative Agent to the contrary) or (B) an error has been made  
(in the case of immediately preceding clause (z)), in each case, with  
respect to such payment, prepayment or repayment; and  
(ii)     such Lender shall (and shall cause any other recipient that receives funds  
on its respective behalf to) promptly (and, in all events, within one  
Business Day of its knowledge of such error) notify the Administrative  
Agent of its receipt of such payment, prepayment or repayment, the details  
 
      















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thereof (in reasonable detail) and that it is so notifying the Administrative  
Agent pursuant to this Section 10.15(b).  
(c)        Each Lender hereby authorizes the Administrative Agent to set off, net and apply  
any and all amounts at any time owing to such Lender under any Credit Document,  
or otherwise payable or distributable by the Administrative Agent to such Lender  
from any source, against any amount due to the Administrative Agent under the  
immediately preceding Section 10.15(a) or under the indemnification provisions  
of this Agreement.  
(d)     In the event that an Erroneous Payment (or portion thereof) is not recovered by the  
Administrative Agent for any reason, after demand therefor by the Administrative  
Agent in accordance with the immediately preceding Section 10.15(a), from any  
Lender that has received such Erroneous Payment (or portion thereof) (and/or from  
any Payment Recipient who received such Erroneous Payment (or portion thereof)  
on its behalf) (such unrecovered amount, an "Erroneous Payment Return  
Deficiency"), upon the Administrative Agent's notice to such Lender at any time,  
(i) such Lender shall be deemed to have assigned its Accommodations Outstanding  
(but not its Commitments) under the applicable Credit Facilities with respect to  
which such Erroneous Payment was made (the "Erroneous Payment Impacted  
Facilities") in an amount equal to the Erroneous Payment Return Deficiency (or  
such lesser amount as the Administrative Agent may specify) (such assignment of  
the Accommodations Outstanding (but not Commitments) of the Erroneous  
Payment Impacted Facilities, the "Erroneous Payment Deficiency Assignment")  
at par plus any accrued and unpaid interest (with the assignment fee to be waived  
by the Administrative Agent in such instance), and is hereby (together with the  
Borrowers) deemed to execute and deliver an assignment and assumption  
agreement in the form of Schedule 8 with respect to such Erroneous Payment  
Deficiency Assignment, (ii) the Administrative Agent as the assignee Lender shall  
be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon  
such deemed acquisition, the Administrative Agent as the assignee Lender shall  
become a Lender hereunder with respect to such Erroneous Payment Deficiency  
Assignment and the assigning Lender shall cease to be a Lender hereunder with  
respect to such Erroneous Payment Deficiency Assignment, excluding, for the  
avoidance of doubt, its obligations under the indemnification provisions of this  
Agreement and its applicable Commitments which shall survive as to such  
assigning Lender and (iv) the Administrative Agent may reflect in its records its  
ownership interest in the Accommodations Outstanding subject to the Erroneous  
Payment Deficiency Assignment. The Administrative Agent may, in its discretion,  
sell any Accommodations Outstanding acquired pursuant to an Erroneous Payment  
Deficiency Assignment and, upon receipt of the proceeds of such sale, the  
Erroneous Payment Return Deficiency owing by the applicable Lender shall be  
reduced by the net proceeds of the sale of such Accommodations Outstanding (or  
portion thereof), and the Administrative Agent shall retain all other rights,  
remedies and claims against such Lender (and/or against any recipient that receives  
funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment  
Deficiency Assignment will reduce the Commitments of any Lender and such  
Commitments shall remain available in accordance with the terms of this  
Agreement.  In addition, each party hereto agrees that, except to the extent that the  
Administrative Agent has sold an Accommodations Outstanding (or portion  
       


                   











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thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and  
irrespective of whether the Administrative Agent may be equitably subrogated, the  
Administrative Agent shall be contractually subrogated to all the rights and  
interests of the applicable Lender under the Credit Documents with respect to each  
Erroneous Payment Return Deficiency (the "Erroneous Payment Subrogation  
Rights").  
(e)        The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay,  
discharge or otherwise satisfy any indebtedness and liabilities (whether matured or  
unmatured) of the Borrowers outstanding to the Lenders and owed by the  
Borrowers pursuant to the Credit Documents, except, in each case, to the extent  
such Erroneous Payment is, and solely with respect to the amount of such  
Erroneous Payment that is, comprised of funds received by the Administrative  
Agent from (i) the Borrowers or (ii) the proceeds of realization from the  
enforcement of one or more of the Credit Documents against or in respect of one  
or more of the Borrowers, in each case for the purpose of making such Erroneous  
Payment.  
(f)        To the extent permitted by applicable law, no Payment Recipient shall assert any  
right or claim to an Erroneous Payment, and hereby waives, and is deemed to  
waive, any claim, counterclaim, defense or right of set-off or recoupment with  
respect to any demand, claim or counterclaim by the Administrative Agent for the  
return of any Erroneous Payment received, including waiver of any defense based  
on "discharge for value", "good consideration" for the Erroneous Payment or  
change of position by such Payment Recipient, any defense that the intent of the  
Administrative Agent was that such Payment Recipient retain the Erroneous  
Payment in all events, or any doctrine or defense similar to any of the foregoing.  
(g)        Each party's obligations, agreements and waivers under this Section 10.15 shall  
survive the resignation or replacement of the Administrative Agent, or any  
assignment or transfer of rights or obligations by, or the replacement of, a Lender,  
the termination of the Commitments and/or the repayment, satisfaction or  
discharge of all indebtedness and liabilities (or any portion thereof) of the  
Borrowers outstanding to the Lenders and owed by the Borrowers pursuant to the  
Credit Documents.  
(h) For purposes of this Section 10.15, each Lender:  
(i)     agrees it is executing and delivering this Agreement with respect to this  
Section 10.15 both on its own behalf and as agent for and on behalf of any  
Person receiving funds under the Credit Documents on behalf of such  
Lender;  
(ii)     represents, warrants, covenants and agrees that any Person receiving funds  
under the Credit Documents on behalf of such Lender is bound by the  
provisions of this Section 10.15; and  
(iii)     agrees that any matter or thing done or omitted to be done by such Lender  
or any Person receiving funds under the Credit Documents on behalf of  
such Lender which are the subject of this Section 10.15 will be binding  
       




                    













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upon such Lender and each Lender hereby indemnifies and saves the  
Administrative Agent and its Affiliates harmless from any and all losses,  
expenses, claims, demands or other liabilities of the Administrative Agent  
and its Affiliates resulting from the failure of such Lender or such Persons  
to comply with their obligations under and in respect of this Section 10.15,  
in accordance with and subject to the limitations in this Section 10.15."  
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  
(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.  




 








 

















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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.  
       














































































       















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  

      
















































































[Signature page to Amending Agreement]  











									
		THE ADMINISTRATIVE AGENT

			
		ROYAL BANK OF CANADA

		Per:	/s/ Susan Khokher
			Authorized Signatory












































































































[Signature page to Amending Agreement]  











									
		THE CONSENTING LENDERS

			
		ROYAL BANK OF CANADA

		Per:	/s/ Tim VandeGriend
			Tim VandeGriend
Authorized Signatory










































































































[Signature page to Amending Agreement]  











									
		BANK OF MONTREAL

		Per:	/s/ Martin Stevenson
			Authorized Signing Officer


















































































































[Signature page to Amending Agreement]  











									
		BANK OF AMERICA, N.A., CANADA BRANCH

		Per:	/s/ Marc Ahlers
			Marc Ahlers, Director
















































































































[Signature page to Amending Agreement]  











									
		BARCLAYS BANK PLC

		Per:	/s/ Craig Malloy
			Authorized Signing Officer


















































































































[Signature page to Amending Agreement]  











									
		CANADIAN IMPERIAL BANK OF 
COMMERCE

		Per:	/s/ Sophia Soofi
			Authorized Signing Officer
			
		Per:	/s/ Stephen Redding
			Authorized Signing Officer








































































































[Signature page to Amending Agreement]  











									
		HSBC BANK CANADA

		Per:	/s/ Dieter Stefely
			Authorized Signing Officer
			
		Per:	/s/ Sudip Mukherjee
			Authorized Signing Officer








































































































[Signature page to Amending Agreement]  











									
		MORGAN STANLEY BANK, N.A.

		Per:	/s/ Jack Kuhns
		Name: 	Jack Kuhns
		Title: 	Vice President














































































































[Signature page to Amending Agreement]  











									
		MUFG BANK, LTD., CANADA BRANCH

		Per:	/s/ Beau Filkowski
			Beau Filkowski, Director


















































































































[Signature page to Amending Agreement]  











									
		THE BANK OF NOVA SCOTIA

		Per:	/s/ Michael Linder
			Michael Linder
			Director
			
		Per:	/s/ Jonathan Leach
			Jonathan Leach
			Associate Director




































































































[Signature page to Amending Agreement]  











									
		WELLS FARGO BANK N.A., CANADIAN
BRANCH

		Per:	/s/ Sean Buchan
			Authorized Signing Officer
			Sean Buchan, Director












































































































[Signature page to Amending Agreement]  











									
		ATB FINANCIAL

		Per:	/s/ Maximiliano Herrera 
			Authorized Signing Officer
			
		Per:	/s/ Chris Hamel
			Authorized Signing Officer










































































































[Signature page to Amending Agreement]  











									
		FÉDÉRATION DES CAISSES DESJARDINS 
DU QUÉBEC

		Per:	/s/ Oliver Sumugod 
			Authorized Signing Officer
			
		Per:	/s/ Matt van Remmen
			Authorized Signing Officer








































































































[Signature page to Amending Agreement]  











									
		SUMITOMO MITSUI BANKING
CORPORATION, CANADA BRANCH

		Per:	/s/ Steve Nishimura
			Authorized Signing Officer














































































































[Signature page to Amending Agreement]