BFI Canada Income Fund - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Application by an issuer for a decision that certain portions of three material contracts filed in connection with a prospectus be held in confidence for an indefinite period by the Decision Makers, to the extent permitted by law - relief granted - the issuer is permitted to file on SEDAR versions of the contracts in which provisions containing commercially sensitive information have been redacted -- the issuer did not request confidentiality during the prospectus review process as the confidential information was not known or finalized at the time of the issuance of a receipt - the confidential information does not contain information that would be material to an investor.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 140(2).

July 19, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND AND

NEWFOUNDLAND AND LABRADOR

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BFI CANADA INCOME FUND

(THE FILER)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that certain portions of the following three material contracts be held in confidence for an indefinite period by the Decision Makers, to the extent permitted by law:

(i) asset purchase agreement dated December 11, 2004 among BFI Canada Inc., BFI Canada Holdings Inc. and Waste Management of Canada Corporation (the Ridge Agreement);

(ii) second amended and restated credit agreement dated as of January 21, 2005 among BFI Canada Holdings Inc., certain lenders and Canadian Imperial Bank of Commerce (the Canadian Credit Agreement); and

(iii) amended and restated revolving credit and term loan agreement dated as of January 21, 2005 among IESI Corporation, certain lenders, Bank of America, N.A., Banc of America Securities LLC, CIBC Inc. and Lasalle Bank National Association (the US Credit Agreement and together with the Ridge Agreement and the Canadian Credit Agreement, the Material Contracts),

(the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) this MRRS decision document represents the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a reporting issuer, or the equivalent, in each of the Jurisdictions that provides for a reporting issuer regime.

2. The head office of the Filer is located in Toronto, Ontario.

3. On December 20, 2004, the Filer filed a final short-form prospectus dated December 20, 2004 (the Final Prospectus) with each of the Jurisdictions.

4. On December 22, 2004, final receipts were issued by the Decision Makers in the Jurisdictions for the Final Prospectus.

5. Under the Legislation, the Filer is required to file through the System for Electronic Document Analysis and Retrieval (SEDAR) copies of all material contracts identified in the Final Prospectus concurrently with the filing of the Final Prospectus and is required to make such material contracts available for inspection during the distribution of the securities offered under the Final Prospectus.

6. In connection with the filing of the Final Prospectus, the Filer filed the Ridge Agreement as a material contract. Although the Ridge Agreement included several schedules and exhibits, the Filer did not file several of those schedules at the time it filed the Ridge Agreement as the Filer believed that certain information contained in Schedules IV, VII, IX, XII and Exhibits A and B of the Ridge Agreement disclosed competitive, financial and personal information and that disclosure of such information would be seriously prejudicial to the interests of the Filer.

7. At the time of filing the Final Prospectus, the Filer undertook to file all material contracts identified in the Final Prospectus that were not filed concurrently with the Final Prospectus, including the US Credit Agreement and Canadian Credit Agreement, not later than the closing of the offering contemplated by the Final Prospectus. In January and February 2005, the Filer filed all material contracts identified in the Final Prospectus other than those that had previously been filed through SEDAR and the Material Contracts.

8. The Filer is not in default of its obligations under the Legislation (other than its delay in filing the Material Contracts).

9. There is no change in the material facts contained in the Material Contracts since the date of filing the Final Prospectus, other than the refinancing of the indebtedness under the Canadian Credit Agreement and the US Credit Agreement and the reorganization of the Fund's indirect investment in the Ridge landfill, which changes have been disclosed in the Fund's ordinary course continuous disclosure filings. The Final Prospectus contains full disclosure of all material facts concerning the Material Contracts.

10. Each of the Material Contracts includes schedules which set forth information relating to one or more of the following:

(i) the operation of the Ridge landfill which information was subject to restrictions on disclosure prior to the acquisition of the landfill by the Fund under an order of the Competition Bureau;

(ii) tenancy agreements with individuals;

(iii) telephone numbers and employee names;

(iv) future disposal activities; and

(v) pricing information and related financing terms,

(together the Confidential Information).

11. The Filer believes that public access to the Confidential Information would be seriously prejudicial to the interests of the Filer and that such disclosure is not necessary in the public interest.

12. The Confidential Information does not contain information in relation to the Filer or securities of the Filer that would be material to an investor.

13. In connection with this application, the Filer has provided the Decision Makers with (i) unredacted copies of the Material Contracts and (ii) redacted copies of the Material Contracts which are identical to the Material Contracts, except that the Confidential Information has been removed (the Redacted Contracts).

14. But for the reasons discussed below, under section 15.1 of OSC Rule 41-501 General Prospectus Requirements (Rule 41-501), relief could have been made sought from any of the requirements in Rule 41-501, including any relief from the requirements in paragraph 13.3(1)6 and section 13.6 of Rule 41-501, before the filing of the Final Prospectus. Relief was not sought under Rule 41-501 because the Confidential Information was not yet known or finalized as (i) in the case of the US Credit Agreement and the Canadian Credit Agreement, the Material Contracts were in the process of being drafted or negotiated and (ii) in the case of the Ridge Agreement, the terms on which disclosure of the agreement could be made had not been settled. As a result, this application was made subsequent to the filing of the Final Prospectus.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted, provided that the Filer files through SEDAR copies of the Redacted Contracts that will be made publicly available by the Decisions Makers and posted on www.sedar.com.