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DEFINITIONS: In this letter, the following terms have the meanings specified: (a) "ACo" means XXXXXXXXXX, as more particularly described in paragraph 26; (b) "Acquiror" has the meaning assigned in the definition of "specified corporation" in subsection 55(1); (c) "Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c.1, as amended to the date hereof, and unless otherwise stated, every reference herein to a part, section, subsection, paragraph, subparagraph or clause is a reference to the relevant provision of the Act; (d) "Additional Tax Ruling Request" means the advance tax ruling request submitted on behalf of DC on XXXXXXXXXX, 2004 and assigned control number 2004-009893; (e) "adjusted cost base" has the meaning assigned by section 54; (f) "arm's length" has the meaning assigned by section 251; (g) "Articles of Amendment" has the meaning assigned by paragraph 36; (h) "BCo" means XXXXXXXXXX, the corporation more particularly described in paragraph 26 (i) "Butterfly Transactions" means the transactions described in paragraphs 34 to 49; (j) "Canadian corporation" has the meaning assigned by subsection 89(1); (k) "CanNewco" means XXXXXXXXXX, the Canadian corporation described in paragraph 24 which was incorporated on XXXXXXXXXX; (l) "CanNewco Common Shares" means the voting common shares of CanNewco, as described in paragraph 24; (m) "capital property" has the meaning assigned by section 54; (n) "CBCA" means the Canada Business Corporations Act; (o) "CCo" means XXXXXXXXXX, a taxable Canadian corporation, all the shares of which are owned by DC; (p) "cost amount" has the meaning assigned by subsection 248(1); (q) "CRA" means the Canada Customs and Revenue Agency, and after December 12, 2003, the Canada Revenue Agency; (r) "DC" means XXXXXXXXXX, the corporation more particularly described in paragraph 2; (s) "DC Board" means the Board of Directors of DC; (t) "DC Class A Common Shares" means the Class A shares of DC described in paragraph 37; (u) "DC Common Shareholders" means holders of DC Common Shares or DC Class A Common Shares; (v) "DC Common Shares" means the voting common shares of DC described in paragraph 4; (w) "DC dissenting shareholders" means the shareholders of DC who dissent from the Plan of Arrangement, as described in paragraph 33.1; (x) XXXXXXXXXX; (y) XXXXXXXXXX; (z) "DC Redemption Note" means the note payable described in paragraph 47; (aa) XXXXXXXXXX; (bb) "DC Special Shares" has the meaning assigned by paragraph 38; (cc) "Distributed Assets" means certain of the shares XXXXXXXXXX; (dd) "distribution" has the meaning assigned by subsection 55(1); (ee) "dividend rental arrangement" has the meaning assigned by subsection 248(l); (ff) "dollars" or "$" means XXXXXXXXXX; (gg) "Effective Date" means the effective date of the Plan of Arrangement; (hh) "fair market value" means the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length; (ii) "forgiven amount" has the meaning assigned by subsections 80(1) and 80.01(1); (jj) XXXXXXXXXX; (kk) "guarantee agreement" has the meaning assigned by subsection 112(2.2); (ll) "paid-up capital" has the meaning assigned by subsection 89(1); (mm) XXXXXXXXXX; (nn) XXXXXXXXXX; (oo) XXXXXXXXXX; (pp) XXXXXXXXXX; (qq) "principal amount" has the meaning assigned by subsection 248(1); (rr) "private corporation" has the meaning assigned by subsection 89(1); (ss) "Proposed Transactions" means the transactions referred to in paragraphs 24-53; (tt) XXXXXXXXXX; (uu) "Regulations" refers to the Income Tax Regulations; (vv) XXXXXXXXXX; (ww) "restricted financial institution" has the meaning assigned by subsection 248(1); (xx) "series of transactions or events" includes the extended meaning assigned to that expression by subsection 248(10); (yy) "specified class" has the meaning assigned by subsection 55(1); (zz) "specified corporation" has the meaning assigned by subsection 55(1); (aaa) "specified financial institution" has the meaning assigned by subsection 248(1); (bbb) "specified shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); (ccc) "Spinco" means XXXXXXXXXX, the Canadian corporation described in paragraph 34; (ddd) "Spinco Board" means the Board of Directors of Spinco; (eee) "Spinco Common Shareholder" means holders of Spinco Common Shares; (fff) "Spinco Common Shares" means the voting common shares of Spinco, as described in paragraph 34; (ggg) "Spinco Redemption Note" means the note payable described in paragraph 46; (hhh) "Spinco Special Shares" has the meaning assigned by paragraph 34; (iii) "stated capital account" has the meaning assigned by section 26 of the CBCA; (jjj) "subsidiary controlled corporation" has the meaning assigned by subsection 248(l); (kkk) "subsidiary wholly-owned corporation" has the meaning assigned by subsection 248(1); (lll) XXXXXXXXXX; (mmm) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (nnn) "taxable Canadian property" has the meaning assigned by subsection 248(1); (ooo) "taxable dividend" has the meaning assigned by subsection 89(1); and (ppp) "Trustee" has the meaning assigned by paragraph 53. ...

Yours truly, XXXXXXXXXX Section Manager For Division Director International & Trusts Division Income Tax Rulings Directorate Policy and Planning Branch ...

When issued, Lossco's Class A Preferred Shares will have an aggregate redemption amount equal to the principal amount of the Consolidated Note and rights and restrictions described as follows: (a) non-participating and non-voting; (b) entitled to a cumulative dividend, at a rate applied to the redemption amount of the shares of Prime plus XXXXXXXXXX %. ...

The preferred shares will be: (a) non-participating and non-voting; (b) entitled to an annual cumulative dividend rate, applied to the redemption amount of the shares, described in Paragraph 12 below, equal to the interest rate applicable to the Profitco Demand Loan, described in Paragraph 11 below, plus XXXXXXXXXX %. ...

XXXXXXXXXX Section Manager for Division Director International & Trusts Division Income Tax Rulings Directorate Policy and Planning Branch XXXXXXXXXX ...

The ABCHoldco Common Shares that the AsHoldcos, the BsHoldcos and the CsHoldcos currently own were acquired by them in a somersault transaction in 1996, which was the subject of a ruling dated XXXXXXXXXX, 1996 (document # 9626043) ("1996 Ruling"). ...

Buyer GP has a XXXXXXXXXX % interest in Buyer LP. 11. Buyer Holdings operates as a holding company and its principal assets are the shares of the capital stock of Buyerco and advances made to Buyerco. ...

In connection with the dissolution: i) All of the remaining property of Subco 1 (including the Newco Common Shares, the Parent-Subco 1 Note and the Parent Preferred Shares) will be distributed to, and all of the remaining liabilities of Subco 1 will be discharged or assumed by, Parent; ii) The Parent Preferred Shares distributed to Parent on the winding-up will be cancelled by Parent; iii) The Parent – Subco 1 Note will be settled as a result of the winding-up of Subco 1 as a matter of law, due to the merger of rights of debtor and creditor. ...

The total purchase price of the Purchased Assets was allocated as follows: Land $ XXXXXXXXXX Land Improvements XXXXXXXXXX Buildings XXXXXXXXXX XXXXXXXXXX Equipment and Machinery XXXXXXXXXX $XXXXXXXXXX The Trust funded the purchase of the Purchased Assets by issuing interest bearing Notes to various public financial institutions and by issuing Trust Certificates to XXXXXXXXXX. ...

Corporations owned by Child 1 and Child 2 will become beneficiaries of the Family Trust in case Child 1 or Child 2 is a non-resident at the time a distribution would otherwise have been made to that child and which would have been subject to the proposed rule in the Notice of Ways & Means Motion of October 2, 1996 to the effect that property so distributed is deemed to have been disposed of at fair market value. ...