Letter waiver, dated as of April 9, 2021, among the Company, the guarantors party thereto, the financial institutions party thereto and Bank of America, N.A., as administrative agent

Dated as of April 9, 2021

To the banks, financial institutions

and other institutional lenders

(collectively, the “Lenders”)

parties to the Credit Agreement

referred to below and to Bank of America, N.A.,

as administrative agent (the “Administrative Agent”) for the Lenders

Ladies and Gentlemen:

We refer to the Credit Agreement dated as of March 8, 2019 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.

The Borrower entered into an Agreement and Plan of Merger, dated as of March 21, 2021, among the Borrower and Canadian Pacific Railway Limited (the “Acquiror”) (together with the exhibits and schedules thereto, the “Acquisition Agreement”) pursuant to which the Acquiror intends to acquire, directly or indirectly (the “Acquisition”), all of the issued and outstanding equity interests in the Borrower (together with its subsidiaries, the “Borrower Group”).  In connection with the Acquisition, the Borrower Group’s equity will be placed (the “Trust Closing”) into a voting trust (the “Voting Trust”) in accordance with the form of Voting Trust Agreement attached to the Acquisition Agreement (the “Voting Trust Agreement”).  Until such time as the Acquiror receives a final order of the Surface Transportation Board approving or exempting the acquisition of control of the Borrower Group by the Acquiror (the “Voting Trust Termination Date”), the Borrower will not be controlled by the Acquiror and will not be a subsidiary of the Acquiror.  The Acquisition will involve the merger of the Borrower with one or more newly formed special purpose acquisition entities organized in the State of Delaware, which merged entity will become the Successor Borrower pursuant to Section 5.02(d)(iv) of the Credit Agreement.

We hereby request that you waive, solely for the period commencing on the date first above written through the Voting Trust Termination Date, the Event of Default which would arise pursuant to Section 6.01(k) of the Credit Agreement as a result of the Change of Control arising upon consummation of the Trust Closing.

We further hereby request that you waive, solely for the period commencing on the Voting Trust Termination Date and ending 60 days thereafter (the “Waiver Termination Date”), the Event of Default which would arise pursuant to Section 6.01(k) of the Credit

Agreement as a result of the Change of Control arising upon the Acquiror obtaining control of the Borrower Group such that each member of the Borrower Group becomes a subsidiary of the Acquiror.

For the avoidance of doubt, the Lenders are not asked to waive the requirements of Section 5.02(d)(iv) of the Credit Agreement with respect to any Successor Borrower.

On the Waiver Termination Date, without any further action by the Administrative Agent and the Lenders, all of the terms and provisions set forth in the Credit Agreement with respect to Defaults or Events of Default thereunder that are waived hereby and not cured prior to such date shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and the Administrative Agent and the Lenders shall have all of the rights and remedies afforded to them under the Credit Agreement with respect to any such Defaults or Events of Default as though no waiver had been granted by them hereunder.

To induce the Lenders to enter into this Letter Waiver, the Borrower represents and warrants that, as of the date hereof (a) the representations and warranties contained in each Loan Document (other than (x) the representation and warranty set forth in Section 4.01(f)(i) of the Credit Agreement and (y) the representation and warranty set forth in Section 4.01(g)(ii) of the Credit Agreement) are correct on and as of such date, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date; and (b) no Default has occurred and is continuing.

This Letter Waiver shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Letter Waiver executed by us and the Required Lenders, and the consent attached hereto executed by each Guarantor. This Letter Waiver is subject to the provisions of Section 9.01 of the Credit Agreement and shall constitute a Loan Document.

The Credit Agreement, except to the extent of the waivers specifically provided above, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by executing and returning a counterpart of this Letter Waiver to Susan L Hobart, Shearman & Sterling LLP, (fax no: 646 ###-###-####; email shobart@shearman.com).

This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate 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 to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver in accordance with Section 9.19 of the Credit Agreement.

This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

KANSAS CITY SOUTHERN, as Borrower

By_/s/ Michael W. Upchurch___________

Name: Michael W. Upchurch

Title:     Executive Vice President & CFO

Agreed as of the date first above written:

BANK OF AMERICA, N.A.,

as Lender

By    /s/ Adrian Plummer    

Name: Adrian Plummer

Title:    Vice President

    

Agreed as of the date first above written:

Citibank, N.A.

By    /s/ Kevin Clark    

Name: Kevin Clark

Title:    Vice President

    

Agreed as of the date first above written:

JPMORGAN CHASE BANK, N.A.

By    /s/ Jonathan Bennett    

Name: Jonathan Bennett

Title:    Executive Director

    

Agreed as of the date first above written:

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By    /s/ Peter I. Bystol    

Name: Peter I. Bystol

Title:    Senior Vice President

    

Agreed as of the date first above written:

Wells Fargo Bank, N.A.

By    /s/ Tammy R. Henke    

Name: Tammy R. Henke

Title:    Senior Vice President

    

Agreed as of the date first above written:

The Bank of Nova Scotia

By    /s/ David Vishny    

Title:    Managing Director

    

Agreed as of the date first above written:

TRUIST BANK, as successor by merger to SUNTRUST BANK, as a Lender

By    /s/ Alex Harrison    

Title:    Vice President

    

Agreed as of the date first above written:

Commerce Bank

By    /s/ J. Creed Lenhart    

Title:    Vice President

    

    

Goldman Sachs Bank USA

By     /s/ Dan Martis        

Title:    Authorized Signatory

    

MORGAN STANLEY BANK, N.A.,

as Lender

By    /s/ Jack Kuhns    

Name: Jack Kuhns

Title:    Vice President

MORGAN STANLEY SENIOR FUNDING,

as Lender

By    /s/ Jack Kuhns    

Name: Jack Kuhns

Title:    Authorized Signatory

    

Acknowledged as of the date first above written:

BANK OF AMERICA, N.A.,

As Administrative Agent

By    /s/ Steven Gazzillo    

Name: Steven Gazzillo

Title:    Vice President

The undersigned, each a Guarantor under Article VIII of the Credit Agreement referred to in the foregoing Letter Waiver, hereby consents to such Letter Waiver and hereby confirms and agrees that notwithstanding the effectiveness of such Letter Waiver, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

THE KANSAS CITY SOUTHERN RAILWAY COMPANY, as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Executive Vice President & CFO

GATEWAY EASTERN RAILWAY COMPANY, as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President & CFO    

SOUTHERN DEVELOPMENT COMPANY, as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President, CFO & Treasurer    

THE KANSAS CITY NORTHERN RAILWAY COMPANY, as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President & CFO    

TRANS-SERVE, INC., as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President & CFO    

PABTEX, INC., as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President, CFO & Treasurer    

KCS HOLDINGS, I, INC., as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President & CFO    

KCS VENTURES I, INC., as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President & CFO    

SOUTHERN INDUSTRIAL SERVICES, INC., as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President, CFO & Treasurer    

VEALS, INC., as Guarantor

By_/s/ Michael W. Upchurch___________

Name:    Michael W. Upchurch

Title:     Vice President, CFO & Treasurer