CN Subsidiaries Refinance Credit Facility

Canadian National Railway Company (CN) and certain of its Canadian and U.S. subsidiaries refinanced their US$1 billion revolving credit facility for a three-year period with an international banking syndicate led by BMO Nesbitt Burns Inc. and JP Morgan Securities Inc. The deal closed on December 18, 2002. The new committed credit facility will be used for working capital and general corporate purposes, including a back-stop for CN’s commercial paper programme.

The borrowers were represented by Sean Finn, Cristina Circelli, Cynthia Bergmann and Antoine Stebenne, in-house counsel, and Sab Meffe (tax), assisted by Jean Marc Huot, Sterling Dietze, Caroline Boutin and Robert Hogan (tax) and Gary Nachshen (pension) of Stikeman Elliott LLP. Davis Polk & Wardwell acted for the borrowers in the U.S., with a team that included Tiziana Tabucchi and Michael Mollerus (tax) and John Wright (pension) in New York.

The agents and lenders were represented by Norm Saibil, James Papadimitriou and Paul Tamaki (tax) and Randy Bauslaugh (pension) of Blake, Cassels & Graydon LLP, and in the U.S., by Patrick Ryan and Namaala Liebenthal of Simpson Thacher & Bartlett in New York.