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

allocating the 5 Year Commitment of the Withdrawing Lender to certain 5 Year Lenders such that the 5 Year Commitment of each 5 Year Lender is as set out in Exhibit "A" attached hereto;

increasing the Swingline Commitment to U.S.$100,000,000 with Bank of Montreal being added as a 5 Year Swingline Lender having a Swingline Commitment of U.S.$50,000,000. The definition of 5 Year Swingline Lender and all provisions of the Credit Agreement related to the 5 Year Swingline Facility shall be read, construed and interpreted in all respects to give effect to the fact there are two 5 Year Swingline Lenders each having a Swingline Commitment and that Swingline Advances may be requested from time to time by the Borrowers from either or both 5 Year Swingline Lenders, as applicable;

increasing the 5 Year Fronting Documentary Credit Commitment of Bank of Montreal to U.S.$110,000,000;

for certainty, replacing Schedule 1 to the Credit Agreement with Exhibit "A" attached hereto;

amending Section 2.2(d)(ii) to provide that the Commitment in respect of the 5 Year Facility may be increased, in the aggregate, by not more than U.S.$1,000,000,000;

amending the definition of Capitalized Lease Obligation to add the following at the end of such definition:

amending of the definition of Operating Leases to delete the same in its entirety and replace it with the following:

amending Section 2.12 to add the following as Section 2.12(f):

Each of the Borrowers and the Covenantor:

acknowledges and confirms that: (A) this Agreement, including Sections 2.12 and 11.15 hereof and the constituent definitions herein and under the other Credit Documents relating to interest and other amounts payable hereunder and thereunder, satisfies the requirements of section 4 of the Interest Act (Canada) to the extent that section 4 of the Interest Act (Canada) applies to the expression, statement or calculation of any rate of interest or other rate per annum hereunder or under any other Credit Document; and (B) they are each able to calculate the yearly rate or percentage of interest payable under any Credit Document based on the methodology set out herein and under the other Credit Documents, including Sections 2.12 and 11.15 and the constituent definitions herein and under the other Credit Documents relating to interest and other amounts payable hereunder and thereunder; and

irrevocably agrees not to, and agrees to cause each of its Designated Subsidiaries not to, plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Credit Documents, that the interest payable under the Credit Documents and the calculation thereof has not been adequately disclosed to the Borrowers, the Covenantor or any Designated Subsidiary, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle." and

amending Section 7.1 to add the following as Section 7.1(n):

This Agreement, including Sections 2.12 and 11.15 hereof and the constituent definitions herein and under the other Credit Documents relating to interest and other amounts payable hereunder and thereunder, satisfies the requirements of section 4 of the Interest Act (Canada) to the extent that section 4 of the Interest Act (Canada) applies to the expression, statement or calculation of any rate of interest or other rate per annum hereunder or under any other Credit Document; and

the Covenantor, each Borrower and each Designated Subsidiary are each able to calculate the yearly rate or percentage of interest payable under any Credit Document based on the methodology set out herein and under the other Credit Documents, including Sections 2.12 and 11.15 hereof and the constituent definitions herein and under the other Credit Documents relating to interest and other amounts payable hereunder and thereunder."

there exists no Default or Event of Default; and

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.

the Borrower shall deliver or cause to be delivered to the Agent an executed copy of this Agreement for each Lender;

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

each Lender shall have been paid all fees as have been agreed to with the Borrower in respect of this Agreement.