2005 Ruling 2005-0144551R3 - Withholding Tax Exemption

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.

Principal Issues: Supplemental Ruling to 2005-012684. Minor Changes

Position: Acceptable

Reasons: last minute revisions

XXXXXXXXXX 								2005-014455

XXXXXXXXXX, 2005

Dear XXXXXXXXXX:

Re: XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
Advance Income Tax Ruling 2005-012684 (the "Ruling")

This is in response to your electronic message of XXXXXXXXXX and is supplemental to the Ruling. We hereby confirm the following changes:

1. New Definition (d.1) is added as follows: "Commitment Fees" means the Commitment Fees payable by Finco to the Lenders under the Loan Agreement.

2. Definition (m) "Entity C Subco" is amended to change the word "XXXXXXXXXX " to "XXXXXXXXXX.".

3. Definition (n) "Entity D" is amended to add the word" XXXXXXXXXX" after the word "XXXXXXXXXX".

4. Definition (u) "Loan Agreement" is amended to add "and related agreements" after the word "Lenders".

5. Definition (v) "Main Agreement" is amended to replace the words "...referred to in Paragraph 6..." with the words "...between Entity C, Limited Partnership and Entity C Subco..."

6. Definition (w) "Main Agreement Work A" is amended to add the words "under the Main Agreement" after the word "Project".

7. Definition (x) " Main Agreement Work B" is amended to add the words "under the Main Agreement" after the word "Project".

8. Definition (aa) "Opco" is amended to change the word XXXXXXXXXX

9. Definition (dd) "Partners" is amended to delete the words "of the Limited Partnership".

10. Paragraph 3 is amended to replace the words "less XXXXXXXXXX" after "...XXXXXXXXXX%..."with the words "less XXXXXXXXXX" in the second line.

11. Paragraph 13 is amended to add the words "pertaining to" after the words "...of the Lenders..." and before the words "...among other things..." in the 8th line.

12. Paragraph 14(b) is amended to replace the word "Obligation" with "Obligations" in the seventh line.

13. Paragraph 17 (f) is amended to remove the words "and steps are taken to enforce it".

14. Paragraph 17(g) the 3rd line is amended to remove the word "other" before "...Obligor..." and remove the words "or Entity C" after "...Obligor..." .

15. Paragraph 17(i) is amended to replace the words "...or in full force and effect..." with the words "...and in full force and effect..." in the second line.

16. Paragraph 17(l) is amended to delete the words "...by the sponsors in the members of the Limited Partnership..." and replace them with the words "...of the Limited Partners (other than Finco)...".

17. Paragraph 18 is amended to delete the words "... Such new limited partners..." and replace them with "...Such a new limited partner..." in the fourth line.

18. Paragraph 19 is added and is as follows "It is anticipated that the Lenders will syndicate their participation in the Primary Loans to other Lenders pursuant to the Loan Agreement and will thereby be released, to the extent of such syndication, of their obligations to fund under the Loan Agreement."

We confirm that the Ruling remains binding on the Canada Revenue Agency subject to the same limitations and qualifications set out therein.

Yours truly,

XXXXXXXXXX
for Director
Financial Sector and Exempt Entities Division
Income Tax Rulings Directorate
Policy and Planning Branch