1998 Ruling 9829073 - TIME EXTENSION

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:

1) Extension of time
2) Amendments to Ruling

Position:

1) Extension of time given for 6 months as due to nature of capital markets they have not been able to issue the Units

2) The amendments requested did not impact or change the rulings given. The amendments were OK

Reasons:

1) Time extensions can be given
2) Amendments don't change Rulings given

XXXXXXXXXX
XXXXXXXXXX 982907
XXXXXXXXXX

Attention : XXXXXXXXXX

XXXXXXXXXX, 1998

Dear Sirs:

Re: XXXXXXXXXX

This is reply to your letter of XXXXXXXXXX in which you have requested certain amendments to our Ruling letter 972851, dated XXXXXXXXXX, 1998 (the "Ruling") and request confirmation that the amendments will not impact the rulings given in the Ruling. In addition, for the reasons described in your letter, the proposed transactions described in the Ruling cannot be completed by XXXXXXXXXX and you have requested an extension of time.

In accordance with your request the Ruling is amended to reflect the following:

1. Paragraph 9 is amended as follows:

XXXXXXXXXX

The common shares outstanding of CCO are widely held by the general public."

2. The following sentence is added to paragraph 14:

The Bonds and the Guarantees (see subparagraph 17(a) below) will be issued under an indenture (the "Indenture") among ACO, CCO and a trustee (the "Trustee")

3. The first sentence of paragraph 15 is amended as follows:

"The Units, which will be designated as eligible for trading in the XXXXXXXXXX, will be offered in registered and bearer form. Initially, the Bonds shall be in global form and be registered in the name of a clearing agency registered under the XXXXXXXXXX, or a nominee thereof. Unless and until it is exchanged in whole or in part for Bonds in definitive registered form, the Bonds in global form may not be transferred except as a whole between the clearing agency and a nominee thereof."

4. The first sentence in subparagraph 16(b) is amended as follows:

"Principal Amount”. The principal amount or face amount of the debt obligation under a Unit (evidenced by a Bond) will be US$ XXXXXXXXXX (the "Principal Amount"), which will be equal to the issue price of a Unit, or an integral multiple thereof."

5. Subparagraph 16(c) is amended to add the following sentence:

"To the extent that payment of such interest shall be legally enforceable, interest on any overdue Principal Amount and on any overdue Interest will accrue at a specified annual interest rate."

6. Subparagraph 16(d) is amended as follows:

"Additional Amounts”. Under Exhibit I to the Indenture, ACO or CCO may be required in certain circumstances to pay Holders of Units such additional amounts as may be necessary in order that every net payment of amounts due in respect of the debt obligation, guarantee and exchange right thereunder will be grossed up for the amount of any deductions or withholding for any present or future tax (including Canadian non-resident withholding tax)."

7. The first paragraph of subparagraph 16(f) is amended as follows:

"Redemption of the Units at the Option of Aco”. The Units will be redeemable by ACo in whole or in part at any time after the XXXXXXXXXX anniversary of the Issue Date of the Units, and in whole but not in part at any time in the event of certain changes in United States or Canadian taxation. At such times, the Units will be redeemable at the option of ACO at a redemption price (the "Redemption Price") equal to their Principal Amount plus the amount of Interest that has accrued as of the Redemption Date. Upon the redemption of the Units, the related Warrants will automatically expire.

To redeem Units, ACo will be required to notify the Trustee in writing, at least 60 days prior to the Redemption Date fixed by ACo (unless a shorter notice shall be satisfactory to the Trustee), of such Redemption Date and the Principal Amount of Bonds to be redeemed. If less than all of the Bonds are to be redeemed, the Trustee shall select the Bonds to be redeemed pro rata."

8. Subparagraph 16(g) is amended as follows:

"Fundamental Change of Control Covenant”. If a Fundamental Change of Control (as defined below in this subparagraph) of CCO occurs, each Holder will have the right, at the Holder 5 option, to require ACo to purchase all or any part of the Holder '5 Units on the date (the "Repurchase Date ") that is 45 days after the date ACO gives notice of the Fundamental Change of Control at a price (the "Repurchase Price") equal to 100% of their Principal Amount plus accrued Interest to the Repurchase Date, after which the related Warrants will automatically expire.

Prior to the mailing of a notice to Holders, but in any event within 10 days following any Fundamental Change of Control, ACO covenants either to (i) pay in full or cause to be paid in full certain senior indebtedness or (ii) obtain the requisite consent under such senior indebtedness to permit the repurchase of the Units, before repurchasing any Units. Any failure to comply with such covenant shall constitute a default with respect to a covenant for purposes of determining Events of Default (see paragraph 16(h) below)

On or before the 30th day after the occurrence of a Fundamental Change of Control, ACo is obligated to give notice to each Holder of Units of the occurrence of such Fundamental Change, the date by which the repurchase right must be exercised, the Repurchase Price and the procedures which the Holder must follow to exercise the right. To exercise the repurchase right, the Holder of the Unit must deliver, on or before the 5th day prior to the Repurchase Date, written notice (the 'Repurchase Notice ") to ACo (or an agent designated by ACo for such purpose) of the Holder 5 exercise of such right, together with the certificates evidencing the Unit or Units with respect to which the right is being exercised, duly endorsed for transfer.

ACo will be required to pay, on the business day following the Repurchase Date, the Repurchase Price in cash to a Holder of Units for which a Repurchase Notice has been given.

For the purpose of the Fundamental Change of Control covenant, a Fundamental Change of Control means the occurrence of any transaction or event with which all or substantially all of the issued and outstanding common stock of CCO shall be exchanged for, converted into, acquired for or constitute solely the right to receive, consideration (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination reclassification, recapitalization or otherwise) which is not all or substantially all common stock or shares which are (or, upon consummation of or immediately following such transaction or event, will be) listed on a XXXXXXXXXX national securities exchange or approved for quotation on XXXXXXXXXX or any similar United States system of automated dissemination of quotations of securities prices.

9. Subparagraph 16(h) is amended to replace all references to the Unit Agreement and the Unit Agent with references to the Indenture and the Trustee, respectively. In addition, the last sentence of the same paragraph is deleted, and the second sentence is amended as follows:

"The Indenture will provide that if an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Stated Amount at Maturity of the outstanding Units at the relevant time, by notice in writing to ACO or CCO (and to the Trustee if given by the Holders) may declare the Principal Amount plus accrued Interest to the date of declaration to be immediately due and payable.

10. The first sentence of subparagraph 16(i) is amended as follows:

"Ranking”. The debt obligations under the Units will be unsecured obligations of ACo, and will be subordinate to all present and future senior indebtedness of ACo and CCO. Where certain events occur, including ACo or CCo 's insolvency, liquidation, winding-up or a similar event, Holders of Units will be required to pay to the holders of ACo and CCo 's senior indebtedness any amounts received by such Holders in respect of the Units from ACO,

11. The first sentence of subparagraph 17(b) is expanded as follows:

"Exchange Rights”. The expiration date ("Expiration Date") of the exchange rights evidenced by Warrants (the "Exchange Rights") will be the XXXXXXXXXX anniversary of the Issue Date, unless the maturity of related Bonds is accelerated, or the related Bonds are redeemed at the option of ACo or repurchased by ACo at the option of the Holders, in which case such Warrants may expire at such designated times."

12. The fifth sentence of subparagraph 17(b) is expanded as follows:

"As sole consideration for CCo Stock to be acquired on the exercise of the Exchange Right, the Holder will be required to surrender the Unit to CCO. ACo will then deliver to CCo a new certificate in definitive form representing the Principal Amount of Bonds to be delivered in payment of the Exercise Price of the Warrants."

13. The second sentence of the fourth paragraph of subparagraph 17(b) is amended as follows:

"Except in the event of an Event of Default (as defined above) or a Fundamental Change of Control (as defined above), under no circumstances will ACo be obliged to pay any portion of the Principal Amount of the Units prior to the redemption of the Units at the option of ACo or the Stated Maturity.”

We confirm that the above amendments will not affect the rulings given and that they will continue to be binding on Revenue Canada in the manner set forth in the Ruling provided that the proposed transactions are completed before XXXXXXXXXX.

With respect to point number 14 in your letter of XXXXXXXXXX, since this concerns distinct proposed transactions which were not dealt with in the subject matter of the Ruling, we can only comment by way of an advance income tax ruling dealing with the particular matter.

Yours truly,

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