Law Affaires juridiques Eric Harvey Eric Harvey Counsel Avocat D\J 935 de La Gauchetiere Street West 935 rue de La Gauchetière Guest Montreul, Quebec, Canada Montréal (Québec) Canada H382M9 H3B2M9 Telephone: (514) 399-5174 Téléphone: (514) 399-5774 wvvw cn ca Facsimile: (514) 399-4296 Tdlécopieur: (514) 399-4296 E-mail: [email protected] Courriel : [email protected] March 23, 2010 By Courier r—) Ms. Anne-Marie Erickson - Secretary NATIONALENERGYBOARD 444 Seventh Avenue SW > - Calgary, Alberta T2P 0X8 Dear Ms. Erickson: SUBJECT: APPLICATION by Canadian National Railway Company pursuant to section 21.2 of the Nationa/EnergyBoardAct for an authorization to transfer International Power Line Permit (EPE-69) and Border Accommodation Permit (EPE-70). This is to notify you of a recent merger that requires Canadian National Railway Company (“CN”) to seek authorization to transfer the above-mentioned permits issued to the St. Clair Tunnel Company (“SCTC”) on March 31, 1st 1995. The SCTC is incorporated under the laws of Michigan and is a wholly-owned subsidiary of the 1st Grant Trunk Corporation itself a wholly-owned subsidiary of CN. On September 2008, CN has proceeded to the merger of the Grand Trunk Western Railroad Incorporated (“GTW”), which is also a wholly-owned subsidiary of the Grand Trunk Corporation, into and with SCTC. Although SCTC has retained its legal personality, the merged corporation has been renamed for marketing purposes “Grand Trunk Western Railroad Company”. This company continues to be organized under the laws of Michigan. In accordance with section 21.2 of the National Energy BoardAcl it will therefore be required that the Board authorizes the transfer of both SCTC’s permits to reflect the name change of this corporation. For your review, you will find enclosed a copy of the certificates of merger issued by the Delaware and Michigan authorities. We also enclose a copy of the decision of the Canadian Transportation Agency that amended CN’s certificate of fitness issued under the Canada Transpo#ationActafter this merger was completed. March 23, 2010 Page 2 We remain available to provide any additional information the NEB may require. Yours truly, Eric Harvey End. , p I Mic1,tan zpattnient of labor & economic rMut1) I I 3Lanfn Sictiian This isio Certify that the annexed copy has been compared by me with the record on tile in this Department and th& the same is a true copy thereot This certificate is in due form, made by me as the proper officer, and is entitled to have full faith and credit given it in every court and office within the United States. In testimony whereof have . I hereunto set my hand, in the City of Lansing, this 29th day of August. 2008 Director Bureau of Commercial Se,vices GOLD SEAL APPEARS ONLY ON ORIGINAL 66oL ó; -y9 JU6 2 2008 re ‘PAGE 1 The Tirst State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY TEE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE F bIERGER, WHICH bIERGES: “GRAND TRONK WES TERN RAILROAD INCORPORATED”, A DELAP7ARE CORPORATION, WITH AND INO “52’. CLAIR TUNNEL CO!fPANI” ONDE’R TEE NANE OF “GRAND TRUNK WESTEREN RAILROAD CCbIPANY”, A CORPORATION ORGA1TZZD AND EXISTING ORDER THE II OF TEE STATE OF MICHIGAN, AS RECEIVED AND FILED IN THIS OITICE TEE TWENTY-EIGHTH DAY OF AUGUST, A.D. 208, AT 3:48 O’CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT TEE EFFECTIVE DATE OF AFORESAID CERTIFICATE OF HERGER IS THE FIRST DAY OF SEPTENEER, AD. 2008. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW C1STLE COUNTY RECORDER OF DEEDS. FILED AUG 2 92008 Admirii#rstr UREPJJ OF COMMtAL 3El’t : ,2 ooB ,. Hartet Smith Windsor, Secretary of State • 8100k AUTHENTICATION: 6821 950 080912282 DATE: 08-29-OS YoL, v.y vcrfy h1x C. £fiC.t crnlln. at co p.doJawarii. gov/authver. sht,r.Z GOtO SEAL ORK44 (‘3 Ianin, ctan This Is tO Cetti’ that the annexed copy has bEen compaged by me With the record on file in this Department and that the same is a true copythereot This certificate is in due form, made by me as the proper officer, and is entitled to have full faith and credit given ft in eve,y court and office within the United States. L db% In testimony whereof; (have hereunto set my hand, in the City of Lansing, this 29th day of August, 2008 7— Director Bureau of Commercial Services GOLD SEAL APPEARS ONLY ON ORIGINAL tOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS Name of person or organizaflon INDiCATED IN THE BOX BELOW. Include name, sreei and number remitting 1005 (or P.0. box) city, state and ZIP code. Pr.perers name and business 517—663—2525 Ref # telephone number: Attn: Cheryl J. Bixhy IIlCHIGM RIJNRER SERVICE P.0 Box. 266 Eaton Rapids1 !f1 48827 t.. t. — GOLD 5EAI. A?PEARS ONLT ON ORIGINAL V/.g- I(21I MICHiGAN DEPAR’ThIENT OP LABOR& ECONOMIC GROWT BUREAU OF COMMERCIAL SERVICES Obe Received (FOR BURERLI JOE ONL’l. 2 2008 ILED Thtie5.di5edueIesaa A 4 esai.rd/77 U 2008 517—663-2525 1 ) MTCE!GANflR V I P.O. Bx 266 Eaton RapLds, 1I 48827 ErocvE 9—1—08 cpa*n deiefor new 6aeaared reiree Ceetr31 Oeceeud will b. rekzmed loth. aedaddne,wi.r.boe. <te x9 oneieriruanecenat sserneii names aossrtn itas CTIFIGArE OF MERGER Cross Entity Merger for use by Profit Corporatlcss Lnlted UabIllty Companies and Llndted Partnerships Pursuw7tto the pmvisions &Ac 284 PrdilcActs 972(,o1covpomUcww). Act 23, Public Acts & 1993 ifadI1aLity ccwipnn!es) andAcf 213. Pubfo Acts of 196Z dparfnetshlps), The undeisigned enllas execute the Mkiw(ng Cevtdcato &Mges 1. The Plan of Merger (Consolidation) is as follower a. The name of e3ch onStlttient entity and Its 1dnllflcalion mxnber is: GRAND TRUNK WESTERN RAILROAD INCORPORATED ST. CL-AIR TUNNEL COMPANY F053i3 b. The name of the swvMng (new) entity and Its IdentUicatian numbetier ST. CLAIR TUNNEL COMPANY 1105313 corporatbri and Lbnited U tyCompanias provide the street address Of the survivot’s prftiolpaiplaus of busIness: 17641 SOUTH ASHLAND AVENUE, HOMEW000, [LIJNOIS 60430 2. (Complete only if an effectivedete is desired other than the date of lUIng The date must be no ne than 90 days after the receipt of this document in this office.) The m er( datiotihafJbe effective on 1st day or SEPTEMBER 2008 ?fL/ fW GOLD SEAL &0AL Jf3 1(3 •1 APPW1S& ____________________________ ________________ % mrhfr feir Profit (!tr,s,r+Int, ,..k, For each constituent stock corporation, state: Designation and Indicate class or In*ate class or Name of corporation number of outstanding Sri55 Of shares SerIes entitled shares In each class entitled to vote to vote as a class orSOries wakweta i.ed Common 26; SpecialS Common St. ClaIr Tunnel Corripany Common 103: Pretered o,ooo Cornmca and Prefenad Common If the number of shares Is subject to change prtorto the affective date of the merger or consolidation, the inarmerh wNah the change may oonur is as tbflows The manner and basis of converting shares are as tbllcws Each of the shares of the non-survivor shall be canceled without payme t of any consideration and the prelrred shares ofthe survivor shaft be canceled without payment of any conskleratlon. The omenthents to the Midas, ora ent oftheMidas, olthestavivlng ecipotalion lobe stf5ctad by the merger are as follows. The Articles of Association are restated bith* entirety. Please see Restated Midas of iflcoiporsffón atteofted - heretoandrnadàaparthereef. - The Plan of Merger will be lundahed by the surviving prdit coipamilen, on request end withect cost, to ery tharehdderof any constituent prafit corporatlUn. The merger Is permitted by the state or country ta’ider whose law It Is incorporated and each foreign corporation has complied with that lawin effecting the merger. (Complete either Sct1on (a) or (b) for each colporatlon) a) The Plan of Mergerwas approved by unanimous consentof the Incorponstors of__________________ a Michigan corporation which has not commenced business, has not issued any shares. and has not elected a BOant otDlrectors (Signature of Incorporator) (Tipe or PrlntN&na) (Saftieoftncbrporator) {Ty or Print Name) (Signature of Incorporator) (Th,e orprirniNene) (SigniabrO of Incorporator) (Type or Print Name) •b)The plan.otmergers approved by: the Board of Directors of_________________________ the Iilng Michigan carp milan, without aecordàncöhSectEcn1O3a of thiAct. the Board of Dkectcrs and the shareholders of the fdawing MIchigan cc ar(s)In.acordance With Section 0 703a of the Act. St. Clair Tunnel Company By By, aUrWofAuthonzrJ Officer of Agent) (Signature of Authorized Of&*rof Agent) PLASE seAtTACHED (Type or print name) ane.of càrporalion) (Name or colporadon) GOLD SEAL APPEARS ONLY ON ORIGINAL Complete r Copora1ions and Limited liability Companies ordy The assumed names being transferred to continue for the remeinbig effecve period nf the Cecate of Assumed Name on file prior to the mwar are: Corporation endlor Assumed name LLC Transfered frcm Expion date CN Gnind Think Welem R*o.d 1nca4poi*1d 12-31-2010 Nonswvivor name to be used as assumed name of suMvor •‘ — GOLD SEAL APPEARS ONLY ON ORIGINAL The Ceitificçe ofMerger is sgtwd this 7ti day ofAngust, 2008 E Hunter Haitison Its: President (“L,s.”) ThesignaflreofE. Nuntcrllarrisononthc Certificat ofMerger is attested to on this o 74.. day ofAugust, 2008 (“L.S.”) 6Q42CYv GOLD SEAL APPEARS ONLY ON ORIGINAL RESTATED ARTICLES OF INCORPORATION For use by Domestic Profit Corporations Puxsuant to the provisions of Act 284 Public Acts of 1972, and Act 354 of the Railroad Code of 1993, the undersigned Corporation executes the following Articles I. The present name of the corporation is: ST. CLAIR TUNNEL COMPANY 2.