Appointment of Agent for Service of Process and Undertaking (f-x)
05 May 2022 - 8:04PM
Edgar (US Regulatory)
U.S.
Securities and Exchange Commission
Washington, D.C. 20549
Form F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND UNDERTAKING
A. |
Name of issuer or person filing (“Filers”): |
BNY Trust Company of Canada |
B. |
(1) This is (check one): |
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An original filing for the Filer. |
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An amended filing for the Filer. |
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(2) Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule 101(b)(9) ¨ |
C. |
Identify the filing in conjunction with which this form is being filed: |
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Name of registrants: |
Canadian National Railway Company |
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Form type: |
Form F-10 |
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File number (if known): |
To be assigned |
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Filed by: |
Canadian National Railway Company |
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Date filed (if filed concurrently, so indicate): |
Concurrently (May 4, 2022) |
D. |
The Filer is incorporated or organized under the laws of Canada and has its principal place of business at: |
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BNY Trust Company of Canada
1 York Street, 6th Floor
Toronto, Ontario M5J OB6
Email: csmtoronto@bnymellon.com
Tel: (416) 933-8500 |
E. |
The Filer designates and appoints |
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The Bank of New York Mellon |
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located at: |
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240 Greenwich Street, Floor 7 East,
New York, NY 10286, U.S.A.
Atten: International Corporate Trust
Telephone: 212-815-2719 |
as the agent of the Filer upon whom may be served any process, pleadings,
subpoenas, or other papers in:
(a) | any investigation or administrative proceeding conducted by the Commission; and |
(b) | any civil suit or action brought against the Filer or to which the Filer has been joined as defendant
or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States, or of any of its
territories or possessions, or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates
to or concerns the securities in relation to which the Filer acts as trustee pursuant to an exemption under Rule 10a-5 under the
Trust Indenture Act of 1939. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced
by the service of process upon, and that service of an administrative subpoena shall be effected by service upon such agent for service
of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as
if personal service thereof had been made. |
F. | The Filer stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time during which any of the
securities subject to the indenture remain outstanding. |
The Filer further undertakes to advise the Commission promptly
of any change to the Agent's name and address during the applicable period by amendment of this Form, referencing the file number of the
Form F-10.
G. | The Filer undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the Form F-10 to which this
Form F-X relates; the securities to which the Form F-10 relates and the transactions in such securities. |
The Filer certifies that it has duly caused this
power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Toronto, Province of Ontario and Country of Canada and in the City of New York, State of New York and Country of the United States
of America, on this 4th day of April, 2022.
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BNY Trust Company of Canada |
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Filer |
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By: |
/s/ Pierre Tremblay |
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Name: |
Pierre Tremblay |
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Title: |
Vice-President |
This statement has been signed by the following
person in the capacity indicated on April 4, 2022.
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The
Bank of New York Mellon
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As agent for Service of Process for BNY Trust Company of Canada in the
United States |
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By: |
/s/ Lesley Daley |
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Name: |
Lesley Daley |
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Title: |
Vice President |
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