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 ("Filer"):
Inco Limited
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: Inco Limited
Form type: Registration Statement on Form F-9
File Number (if known): 333-108901
Filed by: Inco Limited
Date Filed: September 18, 2003, 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 145 King Street West, Suite 1500,
Toronto, Ontario, Canada M5H 4B7, telephone number (416) 361-7511.
E. The Filer designates and appoints CT Corporation System ("Agent"),
located at 111 Eighth Avenue, New York, New York 10011, telephone
number (212) 590-9100, 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 or qualified by
the Filer on Form F-9 on September 18, 2003 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. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F or SB-2 or Schedule
13E-4F, 14D-1F or 14D-9F 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 issuer of the
securities to which such forms and schedules relate has ceased
reporting under the Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB 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 following the
effective date of the latest amendment to such Form F-8, Form
F-80 or Form CB;
(c) its status as trustee with respect to securities
registered on Form F-7, F-8, F-9, F-10, F-80 or SB-2 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; and
(d) the use of Form 1-A or other Commission form for an
offering pursuant to Regulation A 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 of the
last sale of securities in reliance upon the Regulation A
exemption.
Each 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,
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referencing the file number of the relevant form in conjunction with which the
amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance
with General Instruction I.(a) of this form, 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 Forms, Schedules and offering statements described in General
Instructions I.(a), I.(b), I.(c), I.(d) and I.(f) of this Form, as
applicable; the securities to which such Forms, Schedules and offering
statements relate; and the transactions in such securities.
(Remainder of page intentionally left blank)
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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 Toronto, Canada this 18th
day of September, 2003.
Filer: INCO LIMITED
By: /s/ JULIE LEE HARRS
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Name: Julie A. Lee Harrs
Title: Associate General Counsel and Assistant Secretary
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This statement has been signed by the following person in the capacity
and on the date indicated.
Agent: CT CORPORATION SYSTEM
By: /s/ ANN LASKOWSKI
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Name: Ann Laskowski
Title: Customer Specialist
Date: September 18th 2003
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I, STUART F. FEINER, Executive Vice-President, General Counsel and
Secretary, do hereby certify that the following resolutions were duly approved
at the Special Meeting of the Board of Directors held on September 16, 2003 at
which a quorum was present and acting throughout, and said resolutions are
presently in full force and effect:
RESOLVED, that CT Corporation System be, and hereby is, designated, in
accordance with Form F-X of the SEC, agent for service of process, pleading,
subpoena, or other complaints, and as the person authorized to receive on behalf
of the Company notices and communications from the SEC or any other party or
parties or court in connection with the 2003 Debentures or with respect to any
proceedings relating to any and all Registration Statements (as hereinafter
defined) relating to the 2003 Debentures and any and all amendments thereto
(including, but not limited to, any post-effective amendments), and any
supplement or supplements or modification or modifications to the prospectus
included in each and all such Registration Statements and the Underwriting
Agreement(s) (as hereinafter defined) and the Indenture (as hereinafter defined)
and all documents to be filed in connection therewith and all other matters
contemplated by such Form F-X; and further
RESOLVED, that Inco United States, Inc. is appointed Authorized
Representative of the Company in the United States to sign the Registration
Statements and any and all amendments (including, but not limited to, any
post-effective amendments) or supplements or modifications thereto; and further
RESOLVED, that the officers of the Company be, and each of them hereby
is, authorized to prepare, execute and file with the SEC a Form F-X appointing
CT Corporation System as agent for service in connection with the Registration
Statements, and all other instruments and documents and to do or cause to be
done all other acts and things in connection with the Registration Statements,
including the execution and filing of any and all amendments thereto, as they
may deem necessary or advisable in order to obtain the effectiveness of any and
all such Registration Statements.
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IN WITNESS THEREOF, I have hereunto set my hand and affixed the seal
of Inco Limited on the 18th day of September.
/s/ Stuart F. Feiner
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Executive Vice President,
General Counsel and Secretary
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