HomeMy WebLinkAboutBy-law 7033/10
The Corporation of the City of Pickering
By-law No. 7033/10
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 1st 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 1st day of October, 2006 due on the 1st 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 VC I'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. 7033/10 Page 2
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.
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By-law No. 7033/10 Page 3
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By-law read a first, second and third time and finally passed this 29th day of March, 2010.
l Dave Rya a r
Debbie Shields, City Clerk
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