30 November 1995 Ruling 9633543 - CHANGE OF CONTROL

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the Department.

Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle du ministère.

Principal Issues:

Supplemental to ruling 3-962985, Changes in the amount of debentures being issued and some changes to the terms of the debenture.

Position:

Ruling will continue to be binding. The changes are not significant enough to change ruling.

Reasons:

XXXXXXXXXX							1-963354
XXXXXXXXXX

Attention: XXXXXXXXXX

XXXXXXXXXX, 1996

Dear Sirs:

Re: XXXXXXXXXX

This is in reply to your facsimile of XXXXXXXXXX wherein you requested certain amendments to advance income tax ruling 3-962985 dated XXXXXXXXXX, 1996 ("the Ruling") concerning the above mentioned taxpayer.

As a result of your facsimile the following changes are made to the Ruling:

1.In paragraph 1, the sentence commencing after the word "paper", on the third line will be replaced by the following:

"XXXXXXXXXX"

2.In paragraph 4 "US $ XXXXXXXXXX" will be replaced by "US $ XXXXXXXXXX".

3.New paragraph 4.1 is inserted as follows:

"4.1 XXXXXXXXXX will be obligated to secure the notes on or prior to XXXXXXXXXX by a first priority lien (subject to certain permitted liens) on the capital stock of all of XXXXXXXXXX material subsidiaries (the "Guarantors"). The Notes will be unconditionally guaranteed, on a senior basis, as to the payment of principal, premium, if any, and interest, jointly and severally (the "Guarantees"), by all of Guarantors. The Guarantors, other than XXXXXXXXXX, will be obligated to secure the Guarantees on or prior to XXXXXXXXXX by first priority liens on the current and future fixed assets of the Guarantors and on the capital stock of any subsidiaries of the Guarantors.

Existing holders of liens on the assets described above have agreed orally to release their liens or subordinate their liens to the liens securing the Notes. XXXXXXXXXX and the Guarantors will have to negotiate definitive documentation and thereby meet their obligations to secure the Notes and the Guarantees on or prior to XXXXXXXXXX. Failure of XXXXXXXXXX and the Guarantors to do so will constitute an event of default under the terms of the Trust Indenture."

We confirm that the above changes will not otherwise affect the ruling given in the Ruling and it will continue to be binding on the Department as indicated therein.

Yours truly,

for Director
Financial Industries Division
Income Tax Rulings and
Interpretations Directorate
Policy and Legislation Branch