HomeMy WebLinkAboutCS 09-10
City 4 Report To
Council
PICK ERING Report Number: CS 09-10
95 Date: March 29, 2010
From: Gillis A. Paterson
Director, Corporate Services & Treasurer
Subject: Veridian Corporation - Ontario Energy Board (OEB) Rate Submission
Recommendation:
1. That Report CS 09-10 of the Director, Corporate Services & Treasurer be
received;
2. That the Promissory Note $17,974,000 to Veridian Connections Inc. be amended
at face value with the revised terms and conditions including maturity dates,
redemption features and with interest at 5.57% respectively from May 1, 2010
onward as indicated on the Note attached hereto;
3. That a By-law in the form attached providing for the approval and execution of a
Note Amending Agreement be passed;
4. That the Mayor and Clerk be authorized to execute the Note Amending Agreement
on behalf of the City of Pickering substantially in the form attached;
5. That the Director, Corporate Services & Treasurer be authorized to undertake any
actions including execution of agreements, negotiations or amendments to the
terms and conditions necessary in order to put the foregoing into effect; and
6. That the appropriate officials at the City of Pickering be given authority to give
effect thereto.
Executive Summary: Recently Veridian Connections made a submission to the
Ontario Energy Board (OEB) to approve a rate increase. This has resulted in a
reduction in the interest rate on the Promissory Note the City holds. Also certain other
terms and conditions were changed as a result of the OEB submission.
It is now necessary for Council to approve the above Recommendations.
Financial Implications: The interest on the Promissory Note for Veridian
Connections will be reduced to more closely reflect current market conditions. The
Ontario Energy Board has requested this change as part of its approval of rates for
Veridian Connections.
Report CS 09-10 March 29, 2010
Subject: Veridian Corporation - Ontario Energy Board (OEB) Page 2
Rate Submission 96
The loss of interest increase will be approximately $315,000 for 2010 which has been
included in the Current Budget. It is anticipated that this decrease will be offset by an
increase in dividends payable on the Veridian shares owned by the City. A further
decrease of $160,000 will take effect. In 2011.
The maturity date of the Veridian Connections Notes has also been changed to provide
for a 30 year maturity with a resetting of the interest rate every 5 years.
The terms and conditions of the Veridian Corporation Notes remained unchanged from
that approved by Council under Report CS 39-09 in October, 2009 as these Notes are
not subject to the OEB rate review and approval process.
Sustainability Implications: This report does not contain any sustainability
implications.
Background: For a complete explanation of all aspects of the revised terms and
conditions and the OEB submission, please refer to the confidential letter from the
Executive Vice President, Corporate Services and Chief Financial Officer, Veridian
Connections to the Treasurer dated March 15, 2010 being forwarded to Council under
separate cover and may be found in the CAO Correspondence section of this agenda.
Attachments:
1. By-law to approve and authorize the execution of a Note Amending Agreement
between Veridian Connections and the municipal Note holders
Prepared By: Approved/Endorsed By:
Gillis A. Paterson i is A. Paterson
Director, Corporate Services & Treasurer Director, Corporate Services & Treasurer
Copy: Chief Administrative Officer
Recommended for the consideration
of Pickering City Cou it
T J. Quinn, , C M M I
Chief Administra ' e Officer
ATTACHMENT#J_TO REPORT #,(04-i®
The Corporation of the City of Pickering
97 By-law No. XXXX/10
Being a by-law to (i) approve and authorize the execution of a note
amending agreement made as of the 30th day of March, 2010 in respect of
fourth amended and restated promissory notes dated March 30th, 2010
issued by Veridian Connections Inc. in favour of The Corporation of the
Town of Ajax, The Corporation of the City of Belleville, The Corporation of
the Municipality of Clarington and The Corporation of the City of Pickering;
(ii) to approve the issue of fourth amended and restated promissory notes
dated March 30th, 2010; and (iii) to approve and authorize the execution of
a second amending agreement to a shareholders' agreement dated.
September 28, 2001, as amended by a first amending agreement dated
September 30, 2003, among The Corporation of the Town of Ajax, The
Corporation of the City of Belleville, The Corporation of the Municipality, of
Clarington and The Corporation of the City of Pickering, Veridian
Corporation, Veridian Connections Inc. and Veridian Energy Inc.
WHEREAS the Electricity Act, 1998 authorized a municipality to make by-laws
transferring employees, assets, liabilities, rights and obligations of the municipal
corporation and to receive securities as consideration therefor and Veridian
Connections Inc. ("VCI") issued promissory notes (the "Original Notes") dated
September 28, 2001 in favour of The Corporation of the Town of Ajax ("Ajax), The
Corporation of the City of Belleville ("Belleville"), The Corporation of the Municipality of
Clarington ("Clarington") and The Corporation of the City of Pickering ("Pickering") due
on the 1 st day of November, 2006; and,
WHEREAS the Original Notes were amended and restated pursuant to a note
amending agreement dated as of October 1, 2006 and second amended and restated
promissory notes dated the 1 st day of October, 2006 due on the 1 st day of November,
2009 (the "Second Restated Notes");
WHEREAS the Second Restated Notes were amended and restated pursuant to a note
amending agreement dated as of October 31, 2009 and third amended and restated
promissory notes dated the 31 st day of October, 2009 due on the 1 st day of November,
2012 (the "Third Restated Notes");
WHEREAS VCI participated in a settlement conference (the "Settlement Conference")
with certain intervenors in respect of VCI's 2010 Distribution Rate Application (EB-2009-
0140) and the parties to the Settlement Conference agreed to the settlement of various
issues as set forth in a proposed settlement agreement dated March 10, 2010 (the
"Proposed Settlement Agreement"), that provides for certain amendments to the Third
Restated Notes which are subject to the prior approval of the Councils for each of Ajax,
Belleville, Clarington and Pickering as the holders of the Third Restated Notes;
WHEREAS pursuant to the terms of the Proposed Settlement Agreement, VCI has
requested amendments to the Third Restated Notes including an extension of the
maturity date, revised interest rates and the inclusion of earlier repayment rights.
AND WHEREAS a shareholders' agreement dated September 28, 2001 was entered
into among Ajax, Belleville, Clarington and Pickering, Veridian
By-law No. Page 2
98
Corporation ("VC"), VCI and Veridian Energy Inc. ("VEI"), as amended by a first
amending agreement dated.September 30, 2003 (collectively, the "Shareholders'
Agreement");
WHEREAS amendments are required to be made to Section 11.1 of the Shareholders'
Agreement to permit Ajax, Belleville, Clarington and Pickering the right to demand
earlier repayment of their respective Fourth Restated Notes (as defined below) on an
independent basis and to remove the reference to the conversion rights of Ajax,
Belleville, Clarington and Pickering in respect of the Fourth Restated Notes (as defined
below).
Now therefore the Council of The Corporation of the City of Pickering hereby enacts as
follows:
1. THAT Council approves the Fourth Restated Notes in the form of the draft notes
presented to Council and attached hereto as Schedule "A";
2. THAT Council approves and authorizes the note amending agreement (the "Note
Amending Agreement") made as of the 30th day of March, 2010 amongst Ajax,
Belleville, Clarington and Pickering, as the holders of the Third Restated Notes,
and VC and VCI in the form of the draft agreement presented to Council and
attached hereto as Schedule "B";
3. THAT Council approves and authorizes the second amending agreement to the
Shareholders' Agreement (the "Second Amendment to the Shareholders'
Agreement") made as of the 30th day of March, 2010 amongst Ajax, Belleville,
Clarington, Pickering, VC, VCI and VEI in the form of the draft agreement
presented to Council and attached hereto as Schedule "C";
4. THAT Council approves the issue of the fourth amended and restated promissory
notes (the "Fourth Restated Notes") by VCI pursuant to the Note Amending
Agreement.
5. THAT the Mayor and the Clerk are authorized to execute and deliver the Note
Amending Agreement and the Second Amendment to the Shareholders'
Agreement;
6. THAT the Clerk is authorized and directed to surrender to VCI the Third Restated
Note in favour of this Municipality in the principal amount of $17,974,000 and to
receive a Fourth Restated Note pursuant to the Note Amending Agreement;
7. THAT the Clerk is authorized to affix the Corporate Seal of The Corporation of
the City of Pickering to the Agreement.
i
99
By-law No. Page 3
By-law read a first, second and third time and finally passed this 29th day of March, 2010.
Dave Ryan, Mayor
Debbie Shields, City Clerk
Schedule "A"
FOURTH AMENDED AND RESTATED TERM PROMISSORY NOTE. 10 0
Maturity Date: November 1St, 2039
Principal Amount: $17,974,000
This note amends and restates a Third Amended and Restated Promissory Note
(the "Predecessor Note"') issued by Veridian Connections Inc. (the "Corporation") to
the Corporation of the City of Pickering (the "Holder") on October 31, 2009 for the.
Principal Amount. The Predecessor Note was issued pursuant to By-law No. 6994/09 of
the Holder.
This note amends the terms of repayment of, and does not extinguish, the debt
created pursuant to the transfer by-law (enacted pursuant to the authority granted under
the Electricity Act, 1998) as set forth originally in By-Law 5586/99 of the Holder, as
amended by By-Law 6706/06, By-law No. 6994/09 and the Predecessor Note.
FOR VALUE RECEIVED, the Corporation hereby promises to pay to. or to the
order of the Holder, in lawful money of Canada, on November 1, 2039 (the "Maturity
Date"), subject to the right of the Holder to demand earlier repayment (in whole or in
part) at any time in accordance with the terms set forth in Section 5, at the principal office
of the Holder, the principal amount of SEVENTEEN MILLION NINE HUNDRED AND
SEVENTY-FOUR Dollars ($17,974,000) (the "Principal Amount") together with
interest on the unpaid Principal Amount.
1. Interest Rate. Interest on the Principal Amount shall be calculated annually, not
in advance, for the following periods:
(a) from November 1, 2009 to April 30, 2010 (the "First Period"), at a rate
per annum equal to 7.62% which rate represents the Ontario Energy Board
("OEB") deemed long-term debt rate as set forth on an annual basis in the
OEB's Cost of Capital Parameter Updates for Cost of Service
Applications, or as the deemed long-term debt rate may otherwise be
established by the OEB during the First Period ("First Interest Rate");
(b) from May 1, 2010 to December 31, 2014 (the "Second Period"), at a rate
per annum equal to 5.57%, which rate represents the OEB's deemed long-
term debt rate as set forth on an annual basis in the OEB's Cost of Capital
Parameter Updates for Cost of Service Applications, or as the deemed
long-term debt rate may otherwise be established by the OEB during the
Second Period, less 30 basis points ("Second Interest Rate"); and
(c) for the five year period commencing January 1, 2015 until December 31,
2019 (the "Third Period"), the OEB's deemed long-term debt rate
established by the OEB closest in time to the start of the Third Period, less
30 basis points ("Third Interest Rate").
1 01 -2-
(d) for the five year period commencing January 1, 2020 until December 31,
2024 (the "Fourth Period"), the OEB's deemed long-term debt rate
established by the OEB closest in time to the start of the Fourth Period,
less 30 basis points ("Fourth Interest Rate").
(e) for the five year period commencing January 1, 2025 until December 31,
2029 (the "Fifth Period"), the OEB's deemed long-term debt rate
established by the OEB closest in time to the start of the Fifth Period, less
30 basis points ("Fifth Interest Rate").
(f) for the five year period commencing January 1, 2030 until December 31,
2034 (the "Sixth Period"), the OEB's deemed long-term debt rate
established by the OEB closest in time to the start of the Sixth Period, less
30 basis points ("Sixth Interest Rate").
(g) for the five year period commencing January 1, 2035 until the Maturity
Date (the "Seventh Period"), the OEB's deemed long-term debt rate
established by the OEB closest in time to the start of the Seventh Period,
less 30 basis points ("Seventh Interest Rate").
Interest for the First Period at the First Interest Rate shall be due and payable on
May 1, 2010.
Interest for the Second Period at the Second Interest Rate shall be due and payable
on January 1" of each year from January 1, 2011 to and including January 1,
2015.
Interest for the Third Period at the Third Interest Rate shall be due and payable on
January 0 of each year from January 1, 2016 to and including January 1, 2019.
Interest for the Fourth Period at the Fourth Interest Rate shall be due and payable
on January 1" of each year from January 1, 2020 to and including January 1,
2024.
Interest for the Fifth Period at the Fifth Interest Rate shall be due and payable on
January 0 of each year from January 1, 2025 to and including January 1, 2029.
Interest for the Sixth Period at the Sixth Interest Rate shall be due and payable on
January 1St of each year from January 1, 2030 to and including January 1, 2034.
Interest for the Seventh Period at the Seventh Interest Rate shall be due and
payable on January 0 of each year from January 1, 2035 to and including the
Maturity Date.
2. Acceleration on Default. Upon default in the payment of any principal or interest
due hereunder, or if the undersigned shall become insolvent or bankrupt or make a
proposal in bankruptcy, the entire unpaid principal indebtedness owing by the
undersigned to the Holder evidenced hereby and all interest accrued thereon to the
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102
date of payment shall forthwith become due and payable upon demand by the
Holder subject to any subordination and postponement to any other financial
institution or lender.
3. Ranking of this Note. This Note shall rank equally in all respects as to the
payment of principal and interest hereunder with promissory notes issued to the
Corporation of the Town of Ajax, to the Corporation of the Municipality of
Clarington, to the Corporation of the City of Belleville and to Veridian
Corporation (collectively the "Other Parties") described in Schedule "A" hereto
(together the "Other Notes"). For greater clarity, nothing shall prevent the
Holder to demand repayment of this Note at any time in accordance with the
terms set forth in Section 5.
4. Subordination. The Holder acknowledges 'and agrees that the obligation of the
Corporation to repay the Principal Amount and the principal amount of the Other
Notes is subordinated and postponed to the obligations of the Corporation from
time to time to any other financial institution or lender. The Holder will execute,
promptly do, deliver or cause to be done, executed and delivered all further acts,
documents and things. as may be required to provide for the subordination and
postponement of the Holder's rights evidenced by this Note.
5. Repayment. Notwithstanding that this Note matures on the Maturity Date, the
Holder of this Note shall have the right to demand repayment of this Note (in
whole or in part) at any time . upon six (6) months prior written notice (the
"Prepayment Notice") to the Corporation provided that a duly enacted resolution
or by-law is passed by the Holder certifying that the funds are required for
municipal purposes, including but not limited to the following:
(a) expenditures in respect of municipal capital projects;
(b) acquisition of assets by the Holder; and
(c) replenishing and/or increasing the level of the reserves/reserve funds held
by the Holder.
For greater clarity, the Holder of this Note is not permitted to demand repayment
of this Note for the purpose of reinvesting the funds.
The Prepayment Notice shall set forth the amount to be repaid by the Corporation
and the purposes for which the funds are required by the Holder. Upon receipt by
the Corporation of the Prepayment Notice, the Corporation shall be obliged to pay
the amount set out in such Prepayment Notice to the Holder no later than six (6)
months from the date of receipt of such Prepayment Notice.
6. Sale of Shares. In the event that the Holder transfers its common shares in the
capital of Veridian Corporation (in accordance with the terms of a shareholders'
agreement among the Holder, the Other Parties, Veridian Energy Inc. and the
Corporation dated September 28, 2001, as amended and/or restated from time to
1 0 3 -4-
time) prior to the Maturity Date, the Note shall remain due to the Holder in
accordance with its terms.
7. Note Non-negotiable and Non-assignable. The Note shall be non-negotiable and
non-assignable.
[SIGNATURE PAGE FOLLOWS]
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104
IN WITNESS WHEREOF Veridian Connections Inc. has caused this Note to be signed
under its corporate seal by its duly authorized officers as of this 30`h day of March, 2010.
VERIDIAN CONNECTIONS INC.
By:
Glenn Rainbird, Chair
By:
Michael Angemeer, President
1 0 5 -6-
SCHEDULE "A"
1. Fourth Amended and Restated Term Promissory Note issued by Veridian
Connections Inc. to the Corporation of the Municipality of Clarington in the
principal amount of $5,966,000 and dated March 30th, 2010.
2. Fourth Amended and Restated Term Promissory Note issued by Veridian
Connections Inc. to the Corporation of the Town of Ajax in the principal amount
of $14,060,000 and dated March 30th, 2010.
3. Fourth Amended and Restated Term Promissory Note issued by Veridian
Connections Inc. to the Corporation of the City of Belleville in the principal
amount of $5,588,000 and dated March 301h, 2010.
4. Third Amended and Restated Term Promissory Note issued by Veridian
Corporation to the Corporation of the Municipality of Clarington in the principal
amount of $2,355,000 and dated October 31, 2009.
5. Third Amended and Restated Term Promissory Note issued by Veridian
Corporation to the Corporation of the City of Pickering in the principal amount of
$7,095,000 and dated October 31, 2009.
6. Third Amended and Restated Term Promissory Note issued by Veridian
Corporation to the Corporation of the City of Belleville in the principal amount of
$2,206,000 and dated October 31, 2009.
7. Amended and Restated Term Promissory Note issued by Veridian Connections
Inc. to Veridian Corporation in the principal amount of $21,000,000 and dated
March 301h, 2010.
::0DMA\PCD0CS\T0R01 \4314308\1
Schedule "B"
NOTE AMENDING AGREEMENT 106
THIS AGREEMENT made as of the day of March, 2010.
BETWEEN:
The Corporation of the Town of Ajax ("Ajax")
- and
The Corporation of the Municipality of Clarington ("Clarington")
- and -
The Corporation of the City of Pickering ("Pickering")
- and -
'The Corporation of the City of Belleville ("Belleville")
(Ajax, Belleville, Clarington and Pickering are referred to collectively herein
as the "Veridian Shareholders")
- and -
Veridian Corporation, a corporation existing under the laws of
Ontario ("VC")
- and -
Veridian Connections Inc., a corporation existing under the laws of
Ontario ("VCI")
- and -
Veridian Energy Inc., a corporation existing under the laws of
Ontario ("VEI")
(VC, VCI and VEI are referred to collectively herein as the "Veridian
Group")
107 -2-
RECITALS:
A. VCI has previously issued one promissory note to each of the Veridian Shareholders
(collectively the "VCI Notes") issued pursuant to the applicable transfer by-laws enacted
pursuant to the authority granted under the Electricity Act, 1998, which VCI Notes are
outstanding as of the date hereof;
B. VCI participated in a settlement conference with certain intervenors in respect of VCFs
2010 Distribution Rate Application (EB-2009-0140) and the parties thereto agreed to the
settlement of various issues as set out in proposed settlement agreement dated March 10,
2010 (the "Settlement Agreement"), including certain amendments to the VCI Notes;
C. The Veridian Shareholders wish to amend the VCI Notes pursuant the amendments set
forth in the Settlement Agreement;
D. The Veridian Shareholders have consulted with the Veridian Group in connection with
the proposed amendments to the VCI Notes.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment: The Veridian Shareholders will surrender forthwith to VCI the existing
VCI Notes (the "Predecessor Notes") (descriptions of such Predecessor Notes being set out in
Appendix "A" attached hereto) VCI will forthwith issue amended and restated promissory notes
in the form attached hereto as Appendix "B". There shall be four amended and restated
promissory notes (the "Amended and Restated Promissory Notes") in total. One promissory
note will be issued by VCI to each of the four Veridian Shareholders in the same principal
amounts as the Predecessor Notes. For greater clarity, the amendment and restatement of the
Predecessor Notes shall not extinguish the debt created pursuant to the transfer by-laws and
Predecessor Notes and such debt is continued as amended and restated in the Amended and
Restated Promissory Notes. In addition, for greater clarity, no amendments are made to any
promissory notes issued by VC in favour of the Veridian Shareholders and any such existing
promissory notes issued by VC in favour of the Veridian Shareholders shall remain unamended
and in full force and effect.
2. Counterparts: This Note Amending Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original and all of which taken together will
be deemed to constitute one and the same agreement.
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108
IN WITNESS WHEREOF the parties hereto have duly authorized and executed
this Note Amending Agreement as of the day and year first above written.
THE CORPORATION OF THE TOWN OF AJAX
By: c/s
Name: Steve Parish
Title: Mayor
By: c/s
Name: Marty de Rond
Title: Clerk
THE CORPORATION OF THE CITY OF
BELLEVILLE
By: c/s
Name: Neil Ellis
Title: Mayor
By: c/s
Name: Julie C. Oram
Title: Clerk
THE CORPORATION OF THE MUNICIPALITY OF
CLARINGTON
By: c/s
Name: Jim Abernethy
Title: Mayor
By: c/s
Name: Patti L. Barrie
Title: Clerk
109
THE CORPORATION OF THE CITY OF
PICKERING
By: c/s
Name: Dave Ryan
Title: Mayor
By: c/s
Name: Debbie Shields
Title: Clerk
VERIDIAN CORPORATION
By: c/s
Name: Michael Angemeer
Title: President
By: c/s
Name: Glenn Rainbird
Title: Chair
VERIDIAN CONNECTIONS INC.
By: c/s
Name: Michael Angemeer
Title: President
By: c/s
Name: Glenn Rainbird
Title: Chair
110
VERIDIAN ENERGY INC.
By: c/s
Name: Michael Angemeer
Title: President
By: c/s
Name: Glenn Rainbird
Title: Chair
111
Appendix "A"
Four (4) VCI Predecessor Notes described below.
Issuer Holder Date Principal Amount
1. Veridian Connections Inc. The Corporation of the October 31St, $14,060,000
Town of Ajax 2009
2. Veridian Connections Inc. The Corporation of the October 31St, $5,966,00.0
Municipality of 2009
Clarington
3. Veridian Connections Inc. The Corporation of the October 31St, $17,974,000
City of Pickering 2009
4. Veridian Connections Inc. The Corporation of the October 31St, $5,588,000
City of Belleville 2009
112
Appendix "B"
Four (4) VCI Amended and Restated Promissory Notes attached hereto.
::ODMA\PCDOCS\TOROI \4311241 \3
Schedule "C"
113
SECOND AMENDING AGREEMENT TO
SHAREHOLDERS' AGREEMENT
THIS SECOND AMENDING AGREEMENT made as of the 30`h day of March, 2010.
BETWEEN:
The Corporation of the Town of Ajax, a municipal corporation existing under
the laws of Ontario
("Ajax")
-and-
The Corporation of the City of Belleville, a municipal corporation existing
under the laws of Ontario
("Belleville")
- and-
The Corporation of the Municipality of Clarington, a municipal corporation
.existing under the laws of Ontario
("Clarington")
-and-
The Corporation of the City of Pickering, a municipal corporation existing
under the laws of Ontario
("Pickering")
- and -
Veridian Corporation, a corporation existing under the laws of Ontario
("VC")
- and -
Veridian Connections Inc., a corporation existing under the laws of Ontario
("VCI")
-and-
Veridian Energy Inc., a corporation existing under the laws of Ontario
("VEI")
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114
(Ajax, Belleville, Clarington, Pickering, VC, VCI and VEI are collectively
referred to herein as the "Parties")
RECITALS:
A. The Parties entered into a shareholders' agreement made as of the 28th day of September,
2001, as amended by a first amending agreement dated September 30, 2003 (collectively,
the "Shareholders' Agreement");
B. The Parties wish to amend Section 11.1 of the Shareholders' Agreement to (i) grant the
Shareholders the right to demand repayment of the Promissory Notes issued by VCI in
favour of the Shareholders at any time during the term of such Promissory Notes; and (ii)
to remove references to the Shareholder's conversion right in respect of the Promissory
Notes issued by VCI in favour of the Shareholders.
NOW THEREFORE THIS SECOND AMENDING AGREEMENT WITNESSES
that in consideration of the respective covenants and agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. All capitalized terms used in this Second Amending Agreement and not defined herein
shall have the meanings given to them in the Shareholders' Agreement.
2. All references herein to Sections and Subsections are references to Sections and
Subsections in the Shareholders' Agreement unless otherwise stated herein.
3. Section 11.1 is hereby deleted and replaced with the following:
"Promissory Notes.
Each of the Promissory Notes shall rank equally.
VC Notes. No Shareholder may take any step to amend, convert, exchange or
enforce those Promissory Notes issued by VC in favour of the Shareholders (in
this section, the "VC Notes") without the agreement of each other Shareholder
which holds VC Notes on the identical terms and conditions. A Shareholder
which proposes such a step shall give notice in writing of its proposal and the
agreement of a Shareholder to such proposal shall be given in writing by the
Treasurer of that Shareholder. In the event that all Shareholders do not agree with
the proposal, no Shareholder shall proceed with the proposed action.
VCI Notes. No Shareholder may take any step to amend or exchange those
Promissory Notes issued by VCI in favour of the Shareholders (in this section, the
"VCI Notes") without the agreement of each other Shareholder which holds VCI
Notes on the identical terms and conditions. A Shareholder which proposes such
a step to amend or exchange shall give notice in writing of its proposal and the.
agreement of a Shareholder to such proposal shall be given in writing by the
Treasurer of that Shareholder. In the event that all Shareholders do not agree with
the proposal, no Shareholder shall proceed with the proposed action.
Notwithstanding the foregoing and for greater clarity, any Shareholder. may
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115
demand repayment in accordance with the terms thereof, in whole or in part, of
the aggregate amount outstanding (principal plus interest) on its respective VCI
Note without having to consult with or obtain the agreement of the other
Shareholders holding VCI Notes.
4. Except as expressly set out herein, the Shareholders' Agreement remains in full force and
effect, unamended.
5. This Second Amending Agreement shall be governed by and construed in accordance
with the laws of Ontario.
6. This Second Amending Agreement shall enure to the benefit of, and be binding on, the
Parties and their respective successors and permitted assigns.
7. This Second Amending Agreement may be executed in any number of counterparts, each
of which will be deemed to be an original and all of which taken together will be deemed
to constitute one and the same agreement.
[SIGNATURE PAGES FOLLOW]
::0DMA\PCD0CS\T0R01 \4313271 \1
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IN WITNESS WHEREOF the Parties by their duly authorized representatives have
executed this Second Amending Agreement as of the day and year first above written.
THE CORPORATION OF THE TOWN OF AJAX
By: c/s
Name: Steve Parish
Title: Mayor
By: c/s
Name: Marty de Rond
Title: Clerk
THE CORPORATION OF THE CITY OF
BELLEVILLE
By: c/s
Name: Neil Ellis
Title: Mayor
By: c/s
Name: Julie C. Oram
Title: City Clerk
THE CORPORATION OF THE MUNICIPALITY OF
CLARINGTON
By: c/s
Name: Jim Abernethy
Title: Mayor
By: c/s
Name: Patti L. Barrie
Title: Clerk
SIGNATURE PAGE TO THE SECOND AMENDING AGREEMENT TO THE SHAREHOLDERS' AGREEMENT
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117
THE CORPORATION OF THE CITY OF
PICKERING
By: c/s
Name: Dave Ryan
Title: Mayor
By: c/s
Name: Debbie Shields
Title: Clerk
VERIDIAN CORPORATION
By: c/s
Name: Michael Angemeer
Title: President
By: c/s
Name: Glenn Rainbird
Title: Chair
VERIDIAN CONNECTIONS INC.
By: c/s
Name: Michael Angemeer
Title: President
By: c/s
Name: Glenn Rainbird
Title: Chair
VERIDIAN ENERGY INC.
By: c/s
Name: Michael Angemeer
Title: President
By: c/s
Name: Glenn Rainbird
Title: Chair
SIGNATURE PAGE TO THE SECOND AMENDING AGREEMENT TO THE SHAREHOLDERS' AGREEMENT