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To the best of your knowledge, and that of the taxpayers involved, none of the issues contained herein is: (i) dealt with in an earlier return of the taxpayers or a related person; (ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayers or a related person; (iii) under objection by the taxpayers or a related person; (iv) subject to a ruling previously issued by the Income Tax Rulings & Interpretations Directorate; or (v) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired. ...

XXXXXXXXXX 3-971404 / 3-990693 Attention: XXXXXXXXXX XXXXXXXXXX, 1999 Dear Sirs/Madams: Re: Advance Income Tax Rulings XXXXXXXXXX We are writing in reply to your letter of XXXXXXXXXX, wherein you requested an advance income tax ruling under the Income Tax Act (Canada) (the "Act") on behalf of XXXXXXXXXX in respect to the facts and proposed transactions described below. ...

These rulings are given subject to the limitations and qualifications set forth in Canada Customs & Revenue Agency (the "Agency") Information Circular 70-6R3 dated December 30, 1996, and are binding upon the Agency provided the Plan is implemented on or before XXXXXXXXXX. ...

The more significant marketable securities are: (a) an approximately XXXXXXXXXX% interest in the common shares of the XXXXXXXXXX; (b) an approximately XXXXXXXXXX% interest in the common shares of XXXXXXXXXX; (c) approximately XXXXXXXXXX% of the XXXXXXXXXX shares and XXXXXXXXXX% of the XXXXXXXXXX shares of XXXXXXXXXX; and (d) approximately XXXXXXXXXX% of the XXXXXXXXXX common shares and XXXXXXXXXX% of the XXXXXXXXXX " shares of XXXXXXXXXX. ...

He will be a shareholder and director of Newco and will establish a corporation ("XXXXXXXXXX ") that will become a Contracting Company. 33. ...

ADMINISRATIVE MATTERS: The taxpayers' names and Social Insurance Numbers / Business Numbers are as follows: XXXXXXXXXX /Mother XXXXXXXXXX XXXXXXXXXX /Child 1 XXXXXXXXXX XXXXXXXXXX GROUP Related and Associated Companies XXXXXXXXXX /Aco XXXXXXXXXX XXXXXXXXXX /Bco XXXXXXXXXX XXXXXXXXXX. ...

., B Co. and other persons related to A Co. for purposes of the Act.have generally participated in approximately XXXXXXXXXX % of the funding for XXXXXXXXXX joint venture program. 7. ...

Each of the following corporations is a Canadian corporation, TCC and private corporation: Corporate Name Date incorporated Account # XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX All the above companies were incorporated in XXXXXXXXXX and file their corporate income tax returns at the XXXXXXXXXX Taxation Centre. ...

In determining the amount of income from an office or employment, paragraph 6(1)(a) of the Income Tax Act (the "Act") requires the inclusion of the value of any kind of benefits received or enjoyed "... in respect of, in the course of, or by virtue of an office or employment... ...

Under the 1998 Indenture, the following will be Events of Default: a) the failure to pay principal (including any Additional Amounts) or premium on any 1998 Note when due b) failure to pay interest (including any Additional Amounts) on any 1998 Note when due continued for thirty days; c) default in the payment of principal and interest (including any Additional Amounts) on 1998 Notes required to be purchased pursuant to an Offer to Purchase in respect of a Change of Control as described in paragraphs 19 and 20 above, or in respect of the limitation on certain asset dispositions described in paragraph 16 above, when due and payable, or failure to make an Offer to Purchase as required; d) failure to comply with the 1998 Indenture provisions relating to mergers, consolidations, asset sales described in paragraph 21 above; e) failure to perform any other covenant or agreement of ACO under the 1998 Indenture or the 1998 Notes continued for 60 days after written notice to ACO by the Trustees or holders of at least XXXXXXXXXX % in aggregate stated principal amount of outstanding 1998 Notes; f) default under the terms of any instrument evidencing or securing debt by ACO or any of its subsidiaries having an outstanding principal amount of XXXXXXXXXX individually or in the aggregate, which default results in the acceleration of the payment of such indebtedness or constitutes the failure to pay such indebtedness when due g) the rendering of a final judgment or judgments (not subject to appeal) against ACO or certain of its subsidiaries in an amount in excess of XXXXXXXXXX which remains undischarged or unstayed for a period of 60 days after the date on which the right to appeal has expired; and h) certain events of bankruptcy, insolvency or reorganization affecting ACO or certain of its subsidiaries, 25. ...