U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
A. Name of issuer or person filing ("Filer"): CANADIAN PACIFIC RAILWAY COMPANY
B. This is [check one]
[X] an original filing for the Filer
[ ] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: CANADIAN PACIFIC RAILWAY COMPANY
Form type: FORM F-9
File Number (if known): (NOT AVAILABLE)
Filed by: CANADIAN PACIFIC RAILWAY COMPANY
Date Filed (if filed
concurrently, so indicate): APRIL 24, 2007 (CONCURRENTLY WITH
THIS FORM F-X)
D. The Filer is incorporated or organized under the laws of CANADA and has
its principal place of business at
SUITE 500, 401-9TH AVENUE S.W.
CALGARY, ALBERTA
CANADA T2P 4Z4
TELEPHONE: (403) 319-7000
E. The Filer designates and appoints CT CORPORATION SYSTEM ("Agent"), located
at:
111-8TH AVENUE
NEW YORK, NEW YORK 10011
TELEPHONE: (212) 894-8940
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 (i) any
offering made or purported to be made in connection with the
securities registered by the Filer on Form F-9 on April 24, 2007 or
any purchases or sales of any security in connection therewith;
(ii) the securities in relation to which the obligation to file an
annual report on Form 40-F arises, or any purchases or sales of
such securities; (iii) any tender offer for the securities of a
Canadian issuer with respect to which filings are made by the Filer
with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv)
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 until six years have elapsed from the date the Filer has ceased
reporting under the Securities Exchange Act of 1934. The Filer further
undertakes to advise the Commission promptly of any change to the Agent's name
or address during the applicable period by amendment of this Form, referencing
the file number of the relevant form in conjunction with which the amendment is
being filed.
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-9, the securities to which the Form F-9 relates, and the
transactions in such securities.
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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 Calgary, Province of
Alberta, Country of Canada, on this 24th day of April, 2007.
CANADIAN PACIFIC RAILWAY COMPANY
By: /s/ Tracy Robinson
--------------------------------------
Name: Tracy Robinson
Title: Vice President & Treasurer
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This statement has been signed by the following person in the capacity and
on the date indicated.
CT CORPORATION SYSTEM
As Agent for Service of Process for
Canadian Pacific Railway Company
By: /s/ M.J. Mitchell
---------------------------------------
Name: M.J. Mitchell
Title: Vice President
Date: April 24, 2007
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