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HomeMy WebLinkAbout2000-92 R MUNICIPALITY OF CLARINGTON BY-LAW NO. 2000-92 being a by-law to authorize the execution of an Adjustment Agreement between the Corporation of the Municipality of Clarington and Veridian Corporation THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Municipal Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington and seal with the Corporation's seal, an Agreement between Veridian Corporation and the Municipality. 2. THAT the Agreement, attached hereto as Schedule "A", forms part of this By-law. By-law read a first and second time this 12th day of June 2000. By-law read a third time and finally passed this 12th day of June 2000. MAYOR DEP ICrAL CLERK „ COPY FIRST AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: November 1,2006 Principal Amount: $2,355,000 This Note is issued in replacement of a promissory note (the "Predecessor Note") issued by Veridian Corporation to the Corporation of the Municipality of Clarington(the"Holder") on November 1, 1999 in the Principal Amount. The Predecessor Note was issued pursuant to By- law No. 99-173 of the Holder. The Predecessor Note has been cancelled and located in the minute book of Veridian Corporation. This Note amends, among other things, the maturity date of the Predecessor Note from November 1, 2003 to November 1,2006. FOR VALUE RECEIVED,Veridian Corporation(the "Corporation"),hereby promises to pay to or to the order of the Corporation of the Municipality of Clarington, in lawful money of Canada, on November 1, 2006 (the "Maturity Date") at the principal office of the Holder, the principal amount of TWO MILLION, THREE HUNDRED AND FIFTY-FIVE THOUSAND Dollars($2,355,000)(the"Principal Amount")together with interest on the unpaid Principal Amount calculated annually, not in advance, from November 1, 1999 at the rate of 0%per annum for the period from and including November 1, 1999 to and including October 31, 2000 and at a rate of 7.6%per annum on and after November 1, 2000 until the Maturity Date. Interest at the said rate shall be payable on November 1 in each year up to and including the Maturity Date. 1. 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 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. 2. 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 as of the dates hereof to the Corporation of the Town of Ajax, to the Corporation of the City of Pickering and to the Corporation of the City of Belleville (collectively the"Municipalities")described in Schedule "A"hereto(together the"Other Notes"). 3. 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, i J -1;6 \Sej)�Cj I CL,-) f1cc�• l6/C)I- — vzlLdcc.A, /L2-L ssc -e— aic 2._ a-enarAe,", n&ta-,) �� - 2 - documents and things as may be required to provide for the subordination and postponement of the Holder's rights evidenced by this Note. 4. Conversion of this Note All(but not less than all)of the Principal Amount of this Note is convertible into fully-paid and non-assessable common shares of the Corporation based on the exchange ratio specified herein at the option of the Holder,which option may be exercised by the Holder by notice in writing to the Corporation on or before the Maturity Date. The exchange ratio for the conversion of the Principal Amount of this Note shall be on the basis that, for every$1000 of Principal Amount, 1 fully-paid and non-assessable common share of the Corporation shall be issued to the Holder.The conversion of the Principal Amount will be effected on the date determined by the Holder following consultation with the Corporation. 5. Revisions and Replacement At the sole option of the Holder,the Maturity Date and any of the terms of this Note may be revised,changed or restated by the Holder following consultation with the Corporation. If this Note is revised,changed or restated,the Corporation may cancel and replace this Note in which case,the Holder shall forthwith surrender this Note for cancellation. 6. Sale of Shares In the event that the Holder transfers its common shares in the capital of the Corporation(in accordance with the terms of a shareholders' agreement among the Holder, the Municipalities, Veridian Connections Inc., Veridian Energy Inc. and the Corporation dated September 28, 2001) 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. - 3 - IN WITNESS WHEREOF Veridian Corporation has caused this Note to be signed under its corporate seal by its duly authorized officers as of this 28''day of September, 2001. VERIDIAN CORPORATION P: James I. Mason By Na4By: oWiersma Title. resent -4 - SCHEDULE "A" 1. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000. 2. Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Pickering in the principal amount of$17,974,000. 3. Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the principal amount of$5,550,000. 4. Promissory Note issued by Veridian Corporation to the Corporation of the City of Pickering in the principal amount of$7,095,000. 5. Promissory Note issued by Veridian Corporation to the Corporation of the City of Belleville in the principal amount of$2,206,000. 6. Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Belleville in the principal amount of$5,588,000. ::ODMA\PCDOCS\CCT117168\7 COPY FIRST AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: November 1,2006 Principal Amount: $5,966,000 This Note is issued in replacement of a promissory note(the"Predecessor Note")issued by Veridian Connections Inc. to the Corporation of the Municipality of Clarington(the "Holder") on November 1, 1999 in the Principal Amount. The Predecessor Note was issued pursuant to By-law No. 99-173 of the Holder. The Predecessor Note has been cancelled and located in the minute book of Veridian Connections Inc. This Note amends, among other things, the maturity date of the Predecessor Note from November 1,2003 to November 1, 2006. FOR VALUE RECEIVED,Veridian Connections Inc. (the"Corporation"),hereby promises to pay to or to the order of the Corporation of the Municipality of Clarington, in lawful money of Canada, on November 1, 2006 (the "Maturity Date") at the principal office of the Holder, the principal amount of FIVE MILLION,NINE HUNDRED AND SIXTY-SIX THOUSAND Dollars ($5,966,000) (the "Principal Amount") together with interest on the unpaid Principal Amount calculated annually, not in advance, from November 1, 1999 at the rate of 0%per annum for the period from and including November 1, 1999 to and including October 31, 2000 and at a rate of 7.6%per annum on and after November 1, 2000 until the Maturity Date. Interest at the said rate shall be payable on November 1 in each year up to and including the Maturity Date. 1. 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 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. 2. 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 as of the dates hereof to the Corporation of the Town of Ajax, to the Corporation of the City of Pickering and to the Corporation of the City of Belleville (collectively the"Municipalities")described in Schedule "A"hereto (together the"Other Notes"). 3. 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, - 2 - documents and things as may be required to provide for the subordination and postponement of the Holder's rights evidenced by this Note. 4. Conversion of this Note All(but not less than all)of the Principal Amount of this Note is convertible into fully-paid and non-assessable common shares of the Corporation based on the exchange ratio specified herein at the option of the Holder,which option may be exercised by the Holder by notice in writing to the Corporation on or before the Maturity Date. The exchange ratio for the conversion of the Principal Amount of this Note shall be on the basis that, for every$1000 of Principal Amount, 1 fully-paid and non-assessable common share of the Corporation shall be issued to the Holder. The conversion of the Principal Amount will be effected on the date determined by the Holder following consultation with the Corporation. 5. Revisions and Replacement At the sole option of the Holder,the Maturity Date and any of the terms of this Note may be revised,changed or restated by the Holder following consultation with the Corporation. If this Note is revised,changed or restated,the Corporation may cancel and replace this Note in which case,the Holder shall forthwith surrender this Note for cancellation. 6. Sale of Shares In the event that the Holder transfers its common shares in the capital of the Corporation(in accordance with the terms of a shareholders' agreement among the Holder, the Municipalities, Veridian Corporation,Veridian Energy Inc. and the Corporation dated September 28, 2001)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. - 3 - 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 28`'day of September,2001. VERIDIAN CONNECTIONS INC. By: ` Name: Jame I cMaster Title: Director By: Name: Jo Wiersma Title: sident R Y - 4 - SCHEDULE "A" 1. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000. 2. Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Pickering in the principal amount of$17,974,000. 3. Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the principal amount of$5,550,000. 4. Promissory Note issued by Veridian Corporation to the Corporation of the City of Pickering in the principal amount of$7,095,000. 5. Promissory Note issued by Veridian Corporation to the Corporation of the City of Belleville in the principal amount of$2,206,000. 6. Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Belleville in the principal amount of$5,588,000. ::ODMA\PCDOCS\CCnI7152\7 See Reverse for Reference to Shareholders' Agreement , {;U„y!A'.r,r,..�'f.:..s.W,,.,;.7,.�'""ec p`1.+,.=r.+..,<;;.f r,.;r.a;,.-v,�a i,,,.'l a c.h.,t.l,. :e_.:✓s"-•�` ;.:.,.,..f.f,,W,.•,,-.-;, ,e!,r.�r,i:_xy�P,_e.i+`,,^E*?i±S'�x y'4,^,,i."r,}aaR,e.*`x,p�.r r..�...,,..!.;',"'"5;',:.•.�.Q,.j•1.3,-.A.';.^.�.' .:e�!.. <x !q r-.'•.A"J�i'-..y.,,.4a,. .,�,°�,�..I,s'✓4 k�.,, '„„U,r r./,,+,>°r.•.J e+> a 9.1«�a Y imo�.y,„r+S;��,{f�.r f.,A.,:,,I+,.Mr,,,I;:.i_>:�.�,.,...•'r 'moo, ./���i`\: SYYy{��.;/I.r A�!l.f -a:"a'^,�6,:t.e�r g,f!•”lJ'f,`�'a}a*"f a a�ti51�I r,.r,,-;'-3�z ,i,2..s-,•!"i,�rT"3 .1, , ,•,'r i•(°,¢'".�<'�i�s`.t;.,.�'1(5�{p`�3ir�}d' pS z.z . , i :'jt />IIA air+ ,..,,•- t,i'''I,:a '!'. IaN' �I _:Z ,IrR`a , `a If :Z o>I!.:.a ,i}._ 5 e� r l\ IF✓y 'SY'°, . No. —C-03— INCORPORATED UNDER THE LAW OF THE PROVINCE OF ONTARIO =1 ,360= Shares s � The Corporation of the Municipality of Clarington 3 This is to Certify that ..... is the registered holder of One Thousand Three Hundred and Sixty (1,360) fully paid and non-assessable Common shares of VERIDIAN CORPORATION. =z l The class or series of shares represented by this Certificate has rights, privileges,restrictions or conditions attached thereto and the Corporation will furnish to the holder,on demand and without charge,a full copy of the text of, I (i) the rights,privileges,restrictions and conditions attached to the said shares and to each class authorized to be issued and to each series insofar as the ba, 1 I same have been fixed by the directors,and Vi (ii) the authority of the directors to fix the rights,privileges,restrictions and conditions of subsequent series,if applicable. Al RESTRICTIONS ON TRANSFER. There are restrictions on the right to transfer the shares represented by this Certificate. IN WITNESS WHEREOF the Corporation has caused t is Certificate to be signed by its duly authorized officers and to be f i sealed with the seal of Corporation this ...... T� „.... .... .. ..... . ..day of .�b '� 2001 4 if John Wiersma, esident es I. Mason, Director �:,_ � 5 Kaj � ya f a�j •} s �•f a ;j r y. �»\1. / f� ; / \;a , _ i J-i •ti'l� �' / , a• �., �,' �,r % 1� �.; yar ,.�� / `a rl"i • '`�qa�/f d n No. o w w o �+ � Cn p m area •, CD it N � CD �' � � � o fD W. o o w n n 0 O �, O cao a' �f D„ CD � o Y CERTIFICATE :0- n 0 0 F � � o a for M o �- C �. a 1,360 O� �3, o CD CD CD Shares . CD Eg G � CJ 0 CD R PA-Q o, of the Common Shares F C CD z `C7 Ca_ CD te ' R `t+ C) �O-n CD p coo ^� — - M lr, J " \ _ � A `. O O .Y D p O ^. ^t O t3 w 0 t Q O ' i O o n S17 CD � O 0 LA I ssue d to 0. V) 0 The Corporation of the CD m o. Municipality of Clarington Dated -3AI103dd3 ONV3NIM-K)SI1N3W3S2100N33H11VH130NV 13�i`� ✓0 � /� 2001 -21NSSV 3l8VNOSV3a EIHV7030 Ol 1HDQ2 3H1 S3A243S3d NOUV'd -Od2300 3H1 ONV L33A-I1VHM 3`JNVH3 ANV 230 '1NEA3SJ NIN3 230 NOI1VH311V 1f10H11M 8V]n OI123Vd A233A3 NI '31VOIJIJH30 3H1 d0 33Vd 3H1 NOdn N311I23M SV 3WVN 3H1 HIM ONOdS3a -2100 LsnA 1N3VOS210ON3 SIHI 10 -wiVN`JIS 3H1 '30110N VERIDIAN MEMORANDUM C O R P O R A T I O N To: Board of Directors C: D. Clark From: Adrienne Windsor Date: May 25, 2000 Re ADJUSTMENT AGREEMENT Please find enclosed a copy of the adjustment agreement for Veridian Corporation. Each Director must sign the agreement, I will be bringing the original to the meeting on June 30 and at that time will be requiring your signature on the resolution. M1 Should you have any questions regarding the material please call me at extension 2208. Thank you. FA1367208 ONTARIO\VERIDIAN CORPORATION\Board Agenda\HR&Finance Agenda\securities.dot VERIDIAN CORPORATION (the"Corporation") RESOLUTION OF DIRECTORS Adjustment Agreement RESOLVED, 1. that the adjustment agreement (the "Agreement") dated June 22, 2000 amongst the Corporation,Veridian Connections Inc.,Veridian Energy Inc.,The Corporation of the Town of Ajax, The Corporation of the City of Pickering and The Corporation of the Municipality of Clarington respecting various adjustments of the consideration for the Holding Company Assets which were acquired from the said Municipalities and their respective Hydro Commissions as of November 1, 1999 pursuant to the board's authorization on December 16, 1999,a copy of the Agreement being attached hereto as Schedule"A",is authorized and approved; 2. that John Wiersma, President of the Corporation and James I. Mason, a director of the Corporation be and are authorized and directed for and on behalf of the Corporation to execute under the seal of the Corporation or otherwise, and to deliver the Agreement; and 3. that John Wiersma, President of the Corporation and James I. Mason, a director of the Corporation be and are authorized and directed for and on behalf of the Corporation to do all acts and things and to execute under the seal of the Corporation or otherwise and to deliver all such documents or instruments as may, in their opinion, be necessary or desirable in connection with the Agreement and the adjustment therein provided for including, but not limited to,new promissory notes and transfers of shares. THE FOREGOING RESOLUTION in writing is hereby consented to by all the directors of the Corporation pursuant to the provisions of the Business Corporations Act(Ontario). DATED the day of June, 2000. Wayne Arthurs Joe Atkinson Bruce Boyle Suzanne Elston Diane Hamre Linda A. Hodgins Duncan Jewell Rick Johnson -2- James I. Mason Nancy Maxwell Steve Parish Paul Reesor Pauline Storks Ralph Sutton George Van Dyk SCHEDULE "A" ADJUSTMENT AGREEMENT THIS ADJUSTMENT AGREEMENT made as of the 220d day of June,2000. BETWEEN: The Corporation of the Town of Ajax, ('$Ajax$?) OF THE FIRST PART -and- The Corporation of the Municipality of Clarington, ("Clarington") OF THE SECOND PART and- The Corporation of the City of Pickering, ("Pickering") OF THE THIRD PART (Ajax, Clarington and Pickering are sometimes referred to collectively as the "Municipalities" and individually as a "Municipality") -and- Veridian Corporation, ("VC") OF THE FOURTH PART - and- Veridian Connections Inc., ("VCI") OF THE FIFTH PART -and- -2- Veridian Energy Inc., ("VEI") OF THE SIXTH PART (VC, VCI and VEI are sometimes referred to collectively as the "Corporations" and individually as a"Corporation") RECITALS: (a) The status of Pickering was changed from a"Town" to a"City"; (b) Pursuant to a merger agreement(the"Merger Agreement")among the Municipalities made as of June 29, 1999 and acting under the authority of the Electricity Act, 1998(Ontario)(the "Act"),the Municipalities agreed to merge the businesses ofthe Hydro-Electric Commissions (the "Commissions") of each of Ajax,Pickering and Clarington; (c) Under the authority of the Act and pursuant to the Merger Agreement, the Municipalities agreed to incorporate the Corporations to receive assets(the"Transferred Assets"),liabilities and employees of the Commissions pursuant to transfer by-laws (the "Transfer By-laws") passed by each Municipality and a merger purchase price and amending agreement (the "MPPAA")made as of November 1, 1999 (the 'Effective Date")by the Municipalities; (d) Each of the Municipalities passed a Transfer By-law transferring the Transferred Assets, liabilities and employees ofthe Commissions to the Corporations effective as ofthe Effective Date; (e) Pursuant to the Merger Agreement and the MPPAA, the Municipalities agreed that each Municipality would receive shares and evidence of indebtedness from the Corporations in consideration for the transfer of the Transferred Assets to the Corporations; y F 3 (f) Pursuant to the Merger Agreement and the MPPAA,the Municipalities agreed that the basis for determining the value of the Transferred Assets and liabilities would be the values set out in the audited financial statements(the"October 31, 1999 Audited Financial Statements") of the Commissions as of the 311 day of October,1999 and confirmed by the auditors of VC; (g) Upon the transfer of the Transferred Assets to the Corporations,each of the Municipalities held common shares(the"Shares")in each of the Corporations directly; (h) In order to create the existing holding company structure of VC and its two subsidiary corporations,VCI and VEI, each of the Municipalities exchanged their Shares in VCI and VEI for additional Shares of VC(the "Exchanged Shares"); (i) At the time of transfer of the Transferred Assets,the October 31, 1999 Audited Financial Statements were not available so the Municipalities agreed to use the 1998 unaudited financial statements (the "1998 Unaudited Financial Statements") of the Commissions to estimate the value of the Transferred Assets and liabilities contributed by each Municipality to the Corporations and the equity allocation in VC among the Municipalities all on the basis that the value of the Transferred Assets and liabilities based upon the 1998 Unaudited Financial Statements would be adjusted based on the October 31, 1999 Audited Financial Statements; (j) In consideration of the transfer of the Transferred Assets and liabilities to the Corporations, the Municipalities received Shares and promissory notes(the "Notes") from VC and VCI based on the 1998 Unaudited Financial Statements and as set forth in Schedule"A'attached hereto; (k) The consideration for the Exchanged Shares was based on the value of the VCI and VEI Shares; -4 (1) The Municipalities and the Corporations wish to make adjustments to the consideration received for the Transferred Assets in accordance with the Merger Agreement and the MPPAA by increasing the stated capital of the Shares and adjusting and reissuing the Notes all as set out in Schedule "B" attached hereto; (m) The Municipalities and the Corporations wish to increase the stated capital of each of the Corporations by the difference between the estimated amount received by each Corporation for its Shares (based upon the 1998 Unaudited Financial Statements) and the amount received by each Corporation for its Shares (based upon the October 31, 1999 Audited Financial Statements) all as set out in Schedule "B"attached hereto; (n) The Municipalities and the Corporations wish to adjust the balance of certain special payments of prepaid interest from VC and VCI to the Municipalities as contemplated by the Merger Agreement; (o) The Municipalities and the Corporations wish to adjust the equity allocation among the Municipalities in VC by transferring Shares of VC held by Pickering and Clarington to Ajax, all as set out in Schedule 'B" attached hereto; and (p) Pursuant to the Merger Agreement and the MPPAA, the Municipalities wish that the adjustments contemplated by this Adjustment Agreement, the Merger Agreement and the MPPAA be made effective as of the Effective Date. NOW THEREFORE THIS AGREEMENT WITNESSES as follows: 1. Recitals True. The recitals to this Adjustment Agreement are true and correct and form an integral part of this Adjustment Agreement. L ) 5 2. Transfer of Shares. Pickering shall transfer ninety-five(95) Shares in the capital of VC to Ajax. Clarington shall transfer fourteen (14) Shares in the capital of VC to Ajax. The calculations in respect of the transfer of Shares contemplated by this Section 2 are set out in more detail in Schedule "B" attached hereto. 3. Increase to Stated Capital of the Shares and Exchanged Shares. Based upon the calculations set out in Schedule "B" attached hereto, each of the Corporations increase the stated capital of its Shares by the applicable amount set out in Schedule "B"attached hereto. For greater certainty,the stated capital of the Exchanged Shares shall be increased as set out in Schedule 'B" attached hereto. 4. Adjustment to Notes. The amount of the Notes shall be adjusted as set out in Schedule "B" attached hereto. The adjusted Notes in the form attached hereto as Schedule "C" shall be executed by the applicable Corporation and issued to the applicable Municipality. 5. Cancellation of Notes. The original Notes issued by VC and VCI to the Municipalities in the amounts set out in Schedule "A" attached hereto shall be cancelled and placed in the minute book of the issuing Corporation. 6. Special Payments. The balance of the prepaid interest special payments contemplated by Section 15 and Schedule"C" of the Merger Agreement shall be paid in accordance with Schedule "D" attached hereto. 7. Schedules. The Schedules attached to is Adjustment Agreement shall form an integral part of this Adjustment Agreement. • � w a 4 • r r - 6- 8. Retroactive Effect. The adjustments contemplated by the Merger Agreement and the MPPAA and to be effected by this Adjustment Agreement shall be made effective as of November 1, 1999. 9. Further Assurances. Each of the Municipalities and Corporations shall, at its expense,promptly and duly execute and deliver such further documents and promptly take such further action not inconsistent with the terms hereof as may from time to time be reasonably required in order to more effectively carry out the intent and purpose of this Adjustment Agreement. 10. Governing.Law. This Adjustment Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. IN WITNESS WHEREOF this Adjustment Agreement has been duly executed by the parties under their respective corporate seals as witnessed by the signatures of their proper officers in that behalf. THE CORPORATION OF THE TOWN OF AJAX By: Name: Mayor Steve Parish c/s By: Name: Marty deRond, Clerk x 7 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON By: Name: Mayor Diane Hamre c/s By: Ma . Kni h Stanley, Deputy C k THE CORPORATION OF THE CITY OF PICKERING By: Name: Mayor Wayne Arthurs c/s By: Name: Bruce Taylor, Clerk VERIDIAN CORPORATION By: Name: John Wiersma,President c/s By: Name: James I. Mason, Director VERIDIAN CONNECTIONS INC. By: Name: John Wiersma,President c/s - 8 - By: Name: James I. Mason,Director VERIDIAN ENERGY INC. By: Name: John Wiersma, President c/s By: Name: James I. Mason,Director . 1 y SCHEDULE "A" VERIDIAN GROUP NOTE AND SHARE ISSUANCE CALCULATIONS PREPARED NOVEMBER 11, 1999 1. VC Equity Contributed to VC based upon 1998 Unaudited Financial Statements as follows: $5,123,770 Ajax $1,577,728 Clarington $10,067,937 Pickering $16,769,435 Total Equity Contributed to VC Equity split based on 1998 Unaudited Financial Statements for the Commissions as follows: Ajax - 36.8% Pickering - 47.4% Clarington - 15.8% VC Note Calculations $15,000,000 total debt issued to Municipalities by VC. Pickering Note (VC) =47.4%x $15,000,000 _$7,110,000 Ajax Note(VC) =36.8%x $15,000,000 _$5,520,000 Clarington Note(VC)= 15.8%x $15,000,000 _$2,370,000 - 2 - VC Shares Issuance Calculations $16,769,435 Total equity contributed to VC - $15,000,000 Purchase price paid by Debt $1,769,435 Residual equity Pickering Shares (VC)=47.4%x $1,769,435 =$838,712.19 $1,000/share =838.7 shares = 839 shares Ajax Shares (VC) = 36.8%x $1,769,435 =$651,152.08 $1,000/share =651.15 shares =651 shares Clarington Shares (VC)=15.8%x $1,769,435 =$279,570.73 $1,000/share =279.57 shares =280 shares Debt/Equity Split(VC) $15,000,000 Debt $16,769,435 Total Equity = 89.45% Debt 2. VCI Equity Contributed to VCI based upon 1998 Unaudited Financial Statements as follows: $34,629,262 Ajax $14,865,814 Clarington $39,816,988 Pickering $89,312,064 Total equity contributed to VCI Equity split among Municipalities same as set out in#1. above. - 3 - VCI Note Calculations $38,000,000 total debt issued to Municipalities by VCI Pickering Note(VCI) =47.4%x $38,000,000 =$18,012,000 Ajax Note(VCI) =36.8%x $38,000,000 =$13,984,000 Clarington Note(VCI)= 15.8%x $38,000,000 =$6,004,000 VCI Share Issuance Calculations $89,312,064 Total equity contributed to VCI - $38,000,000 Purchase price paid by Debt $51,312,064 Residual equity Pickering Shares (VCI)=47.4%x $51,312,064 =$24,321,918.33 $1,000/share =24,321.92 shares =24,322 shares Ajax Shares (VCI) =36.8%x $51,312,064 =$18,882,839.55 $1,000/share = 18,882.83 shares = 18,883 shares Clarington Shares(VCI)=15.8%x $51,312,064 =$8,107,306.12 $1,000/share =8,107.30 shares = 8,107 shares 1 • 1 - 4- Debt/Equity Split(VCI) $38,000,000 Debt $89,312,064 Total Equity =42.55% Debt 3. VEI Equity Contributed to VEI based upon 1998 Unaudited Financial Statements as follows: $2,075,996 Ajax $565,649 Clarington $2,960,478 Pickering $5,602,123 Total equity contributed to VEI Equity split among Municipalities same as set out in#1. above. VEI Share Issuance Calculations $5,602,123 Equity Pickering Shares (VEI) =47.4%x $5,602,123 =$2,655,406.30 $1,000/share =2,655.41 shares =2,655 shares Ajax Shares(VEI) =36.8%x $5,602,123 =$2,061,581.26 $1,000/share =2,061.58 shares =2,062 shares • r r -5 - Clarington Shares (VE1)=15.8%s $5,602,123 =$885.135.44 $1,000/share =885.14 shares =885 shares No Debt issued. SCHEDULE "B" VERIDIAN GROUP NOTE AND SHARE ISSUANCE ADJUSTMENT CALCULATIONS 1. EQUITY ALLOCATION Initial Share Percentage in VC Initial equity allocation of VC among Ajax, Pickering and Clarington based on 1998 Unaudited Financial Statements of the Commissions. Ajax - 36.8% Pickering -47.4% Clarington - 15.8% New Share Percentage in VC Revised and adjusted equity allocation of VC among Ajax,Pickering and Clarington based on October 31, 1999 Audited Financial Statements. Ajax - 37% Pickering -47.3% Clarington - 15.7% SHARE ADJUSTMENT Ajax Clarington Pickering Total No. of VC Shares initially held 21,964 9,430 28,290 59,684 Adjusted No. of VC Shares held 22,073 9,416 28,195 59,684 Shares Transferred/Received 109 (14) (95) - Ajax to receive 109 shares in the aggregate from Pickering and Clarington to reflect adjusted equity allocation. .2- 2, vt'Note and Increase to Stated Capital Adjusted Note Calculations $15,000,000 total debt issued by VC to Ajax,Pickering and Clarington. Pickering Note(VC) = 47.3%x$15,000,000 =$7,095,000 Ajax Note(VC) - 37.0°!o x$15,000,000 =$5,550,000 Clarington Note(VC) - 15.7%x$15,000,000 =$2,355,000 Increase to VC Stated Capital $2,122,121 Adjusted Equity Received for VC Shares JIJ0,4U Initial Equity Received for VC Shares $352,686 Increase to Stated Capital of VC Shares Additional Increase to VC Stated Capital relating to Exchanged Shares $4,611,322 Increase due to exchange of VCI Shares for Exchanged Shares +J_§67 ,570 increase due to exchange of VEI Shares for Exchanged Shares** $5,278,892 Additional Increase to VC Stated Capital as a result of Increase to Exchanged Shares * (see increase to VCI Stated Capital) ** (see increase to VEI Stated Capital) Note: As set out in the recitals to this Adjustment Agreement, the Municipalities exchanged their Shares held directly in VCI and VEI for Shares of VC. The calculation directly above reflects the required increase in the stated capital of the VC Shares which are the Exchanged Shares. Adjusted Debt(Equity Split(VC) $15 0� 00000 Debt $17,122,121 Adjusted Total Equity($15,000,000+$2,122,121) = 87.6% Debt - 3 - 3. VCI Note and Increase to Stated Capital Adjusted Note Calculations (VCI) $38,000,000 total debt issue by VCI to Ajax,Pickering and Clarington Pickering Note (VCI) = 47.3%x $38,000,000=$17, 974,000 Ajax Note(VCI) = 37%x $38,000,000=$14,060,000 Clarington Note(VCI) = 15.7%x $38,000,000=$5,966,000 Increase to VCI Stated Capital $55,923,386 Adjusted equity received for VCI Shares - $51,312,064 Initial equity received for VCI Shares $4,611,322 Increase to stated capital of VCI Shares Adjusted Debt/Equity Split(VCI) $38,000,000 Debt $93,923,386 Adjusted Total Equity($38,000,000+$55,923,386) 40% Debt 4. VEI Increase to VEI Stated Capital $6,269,693 Adjusted equity received for VEI Shares - $5,602,123 Initial equityreceived for VEI Shares $667,570 Increased to stated capital of VEI Shares SCHEDULE "C" ADJUSTED PROMISSORY NOTES 1. Note issued by VC to Pickering in the principal amount of$7,095,000 attached. 2. Note issued by VCI to Pickering in the principal amount of$17,974,000 attached. 3. Note issued by VCI to Ajax in the principal amount of$14,060,000 attached. 4. Note issued by VC to Ajax in the principal amount of$5,550,000 attached. 5. Note issued by VC to Clarington in the principal amount of$2,355,000 attached. 6. Note issued by VCI to Clarington in the principal amount of$5,966,000 attached. "SPECIMIEN" TERM PROMISSORY NOTE Maturity Date: November 1,2003 Principal Amount: $7,095,000 FOR VALUE RECEIVED,Veridian Corporation(the "Corporation"), hereby promises to pay to or to the order of the Corporation of the Town of Pickering(the "Holder"), in lawful money of Canada, on November 1, 2003 (the "Maturity Date") at the principal office of the Holder, the principal amount of SEVEN MILLION, NINETY-FIVE THOUSAND Dollars ($7,095,000) (the "Principal Amount")together with interest on the unpaid Principal Amount calculated annually,not in advance,from the date hereof at the rate of 0%per annum for the first period ending October 31, 2000 and at a rate of 7.6% per annum on and after November 1, 2000 until the Maturity Date. Interest at the said rate shall be payable on November 1 in each year up to and including the Maturity Date. 1. 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 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. 2. 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 as of the dates hereof to the Corporation of the Town of Ajax and to the Corporation of the Municipality of Clarington(collectively"the Municipalities') described in Schedule "A"hereto (the"Other Notes"). 3. Subordination The obligation of the Corporation to repay the principal amount of this Note and 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. 4. Conversion of this Note All(but not less than all)of the Principal Amount of this Note is convertible into fully-paid and non-assessable common shares of the Corporation based on the exchange ratio specified herein at the option of the Holder,which option may be exercised by the Holder by notice in writing to the Corporation on or before May 1, 2003. The option to convert shall expire if not exercised on or before May 1, 2003. The exchange ratio for the conversion of the Principal Amount of this Note -2- shall be on the basis that, for every$1000 of Principal Amount, 1 fully-paid and non-assessable common share of the Corporation shall be issued to the Holder. The conversion of the Principal Amount will be effected on the Maturity Date of this Note. 5. Extension of the Note In the event that the Holder does not convert the Principal Amount of the Note on the Maturity Date in accordance with Section 4 of this Note,the Corporation may,at its option,extend the Maturity Date of some or all of the Principal Amount of the Note ("the Revised Principal Amount') for an additional two-year period to November 1,2005 (the "Extended Term")with the rate of interest and terms of repayment to be agreed between the Holder and the Corporation. Any Principal Amount for which the Corporation has not extended the Maturity Date shall be paid to the Holder on the Maturity Date. In the event that the Corporation and the Holder cannot agree on the rate of interest and the terms of repayment of the Revised Principal Amount for the Extended Tenn of the Note, the Revised Principal Amount shall be due and payable on November 1, 2005 with interest at the rate specified in the next paragraph. If the Holder and the Corporation do not agree on the interest rate applicable for the Extended Term, then interest shall be calculated and payable on the Revised Principal Amount from the Maturity Date at the lesser of(i)the cash of the Corporation available for the payment of interest and (ii)the rate paid for a Treasury Bill(issued within five business days of the Maturity Date by the Government of Canada with a term of 182 days),calculated and payable annually on November 1. 6. Sale of Shares In the event that the Holder transfers its common shares in the capital of the Corporation(in accordance with the terms of a shareholders' agreement among the Holder, the Municipalities and the Corporation dated July 1, 1999)prior to the conclusion of the Extended Term of the Note, the Note shall remain due in accordance with its terms. If the Holder transfers its common shares in the capital of the Corporation prior to the Maturity Date,the Corporation shall be entitled to set-off any amount owing to the Holder against any amount of prepaid interest paid by the Corporation to the Holder but not earned by the Holder. 7. Note Non-negotiable and Non-assignable The Note shall be non-negotiable and non-assignable. 8. Surrender and Replacement The Note is issued pursuant to By-law No.5586/99 of the Holder and the Principal Amount may be adjusted in accordance with the By-law. Following such adjustment, at the request of the Corporation, the Holder shall surrender this Note to the Corporation for cancellation, without repayment of the Principal Amount,in exchange for the issuance of a replacement promissory note - 3 - of the Corporation payable to the Holder which reflects such adjustment. IN WITNESS WHEREOF Veridian Corporation has caused this Note to be signed under its corporate seal by its duly authorized officers as of this l'day of November, 1999. VERIDIAN CORPORATION By: Name: James I.Mason Title: Director By: Name: John Wiersma Title:President r r SCHEDULE "A" 1. PromissoryNote issued by Veridian Connections Inc.to the Corporation of the Municipality of Clarington in the principal amount of$5,966,000. 2. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000. 3. Promissory Note issued by Veridian Corporation to the Corporation of the Municipality of Clarington in the principal amount of$2,355,000. 4. Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the principal amount of$5,550,000. :ODMA\PCDOCS\CCi11717713 "SPECIMEN" TERM PROMISSORY NOTE Maturity Date: November 1, 2003 Principal Amount: $17,974,000 FOR VALUE RECEIVED,Veridian Connections Inc.(the"Corporation"),hereby promises to pay to or to the order of the Corporation of the Town of Pickering(the"Holder"),in lawful money of Canada, on November 1, 2003 (the "Maturity Date") at the principal office of the Holder, the principal amount of SEVENTEEN MILLION, NINE-HUNDRED AND SEVENTY FOUR THOUSAND Dollars($17,974,000)(the"Principal Amount")together with interest on the unpaid Principal Amount calculated annually, not in advance, from the date hereof at the rate of 0%per annum for the first period ending October 31, 2000 and at a rate of 7.6% per annum on and after November 1, 2000 until the Maturity Date. Interest at the said rate shall be payable on November 1 in each year up to and including the Maturity Date. 1. 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 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. 2. 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 as of the dates hereof to the Corporation of the Town of Ajax and to the Corporation of the Municipality of Clarington (collectively"the Municipalities') described in Schedule "A"hereto(the "Other Notes"). 3. Subordination The obligation ofthe Corporation to repay the principal amount of this Note and 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. 4. Conversion of this Note All(but not less than all)of the Principal Amount of this Note is convertible into fully-paid and non-assessable common shares of the Corporation based on the exchange ratio specified herein at the option of the Holder,which option may be exercised by the Holder by notice in writing to the Corporation on or before May 1, 2003. The option to convert shall expire if not exercised on or before May 1,2003. The exchange ratio for the conversion of the Principal Amount of this Note 4 • 1 -2- shall be on the basis that, for every $1000 of Principal Amount, 1 fully-paid and non-assessable common share of the Corporation shall be issued to the Holder. The conversion of the Principal Amount will be effected on the Maturity Date of this Note. S. Extension of the Note In the event that the Holder does not convert the Principal Amount of the Note on the Maturity Date in accordance with Section 4 of this Note,the Corporation may,at its option,extend the Maturity Date of some or all of the Principal Amount of the Note ("the Revised Principal Amount') for an additional two-year period to November 1,2005 (the "Extended Term")with the rate of interest and terms of repayment to be agreed between the Holder and the Corporation. Any Principal Amount for which the Corporation has not extended the Maturity Date shall be paid to the Holder on the Maturity Date. In the event that the Corporation and the Holder cannot agree on the rate of interest and the terms of repayment of the Revised Principal Amount for the Extended Term of the Note, the Revised Principal Amount shall be due and payable on November 1, 2005 with interest at the rate specified in the next paragraph. If the Holder and the Corporation do not agree on the interest rate applicable for the Extended Term, then interest shall be calculated and payable on the Revised Principal Amount from the Maturity Date at the lesser of(i)the cash of the Corporation available for the payment of interest and (ii)the rate paid for a Treasury Bill (issued within five business days of the Maturity Date by the Government of Canada with a term of 182 days),calculated and payable annually on November 1. 6. Sale of Shares In the event that the Holder transfers its common shares in the capital of the Corporation(in accordance with the terms of a shareholders'agreement among the Holder, the Municipalities and the Corporation dated July 1, 1999)prior to the conclusion of the Extended Term of the Note,the Note shall remain due in accordance with its terms. If the Holder transfers its common shares in the capital of the Corporation prior to the Maturity Date,the Corporation shall be entitled to set-off any amount owing to the Holder against any amount of prepaid interest paid by the Corporation to the Holder but not earned by the Holder. 7. Note Non-negotiable and Non-assignable The Note shall be non-negotiable and non-assignable. 8. Surrender and Replacement The Note is issued pursuant to By-law No. 5586/99 of the Holder and the Principal Amount may be adjusted in accordance with the By-law. Following such adjustment, at the request of the Corporation, the Holder shall surrender this Note to the Corporation for cancellation, without repayment of the Principal Amount,in exchange for the issuance of a replacement promissory note - 3 - of the Corporation payable to the Holder which reflects such adjustment. 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 1'day of November, 1999. VERIDIAN CONNECTIONS INC. By: Name: James I.Mason Title: Director By: Name: John Wiersma Title: President l SCHEDULE "A" 1. Promissory Note issued by Veridian Connections Inc.to the Corporation of the Municipality of Clarington in the principal amount of$5,966,000. 2. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000. 3. Promissory Note issued by Veridian Corporation to the Corporation of the Municipality of Clarington in the principal amount of$2,355,000. 4. Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the principal amount of$5,550,000. ::ODMA\PCDOCS\CM183n\3 a "SPECIMEN" TERM PROMISSORY NOTE Maturity Date: November 19 2003 Principal Amount: $14,060,000 FOR VALUE RECEIVED,Veridian Connections Inc.(the"Corporation"),hereby promises to pay to or to the order of the Corporation of the Town of Ajax(the"Holder"),in lawful money of Canada, on November 1, 2003 (the "Maturity Date") at the principal office of the Holder, the principal amount ofFOURTEEN MILLION AND SIXTY THOUSAND Dollars($14,060,000)(the "Principal Amount")together with interest on the unpaid Principal Amount calculated annually,not in advance,from the date hereof at the rate of 0%per annum for the first period ending October 31, 2000 and at a rate of 7.6% per annum on and after November 1, 2000 until the Maturity Date. Interest at the said rate shall be payable on November 1 in each year up to and including the Maturity Date. 1. 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 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. 2. 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 as of the dates hereof to the Corporation of the Town of Pickering and to the Corporation of the Municipality of Clarington (collectively "the Municipalities')described in Schedule "A"hereto (the "Other Notes"). 3. Subordination The obligation of the Corporation to repay the principal amount of this Note and 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. 4. Conversion of this Note All(but not less than all)of the Principal Amount of this Note is convertible into fully-paid and non-assessable common shares of the Corporation based on the exchange ratio specified herein at the option of the Holder,which option may be exercised by the Holder by notice in writing to the Corporation on or before May 1, 2003. The option to convert shall expire if not exercised on or before May 1,2003. The exchange ratio for the conversion of the Principal Amount of this Note - 2 - shall be on the basis that, for every $1000 of Principal Amount, 1 fully-paid and non-assessable common share of the Corporation shall be issued to the Holder. The conversion of the Principal Amount will be effected on the Maturity Date of this Note. 5. Extension of the Note In the event that the Holder does not convert the Principal Amount of the Note on the Maturity Date in accordance with Section 4 of this Note,the Corporation may,at its option,extend the Maturity Date of some or all of the Principal Amount of the Note ("the Revised Principal Amount")for an additional two-year period to November 1, 2005 (the "Extended Term")with the rate of interest and terms of repayment to be agreed between the Holder and the Corporation. Any Principal Amount for which the Corporation has not extended the Maturity Date shall be paid to the Holder on the Maturity Date. In the event that the Corporation and the Holder cannot agree on the rate of interest and the terms of repayment of the Revised Principal Amount for the Extended Tenn of the Note, the Revised Principal Amount shall be due and payable on November 1, 2005 with interest at the rate specified in the next paragraph. If the Holder and the Corporation do not agree on the interest rate applicable for the Extended Term, then interest shall be calculated and payable on the Revised Principal Amount from the Maturity Date at the lesser of(i)the cash of the Corporation available for the payment of interest and (ii)the rate paid for a Treasury Bill (issued within five business days of the Maturity Date by the Government of Canada with a term of 182 days),calculated and payable annually on November 1. 6. Sale of Shares In the event that the Holder transfers its common shares in the capital of the Corporation(in accordance with the terms of a shareholders' agreement among the Holder, the Municipalities and the Corporation dated July 1, 1999)prior to the conclusion of the Extended Term of the Note, the Note shall remain due in accordance with its terms. If the Holder transfers its common shares in the capital of the Corporation prior to the Maturity Date,the Corporation shall be entitled to set-off any amount owing to the Holder against any amount of prepaid interest paid by the Corporation to the Holder but not earned by the Holder. 7. Note Non-negotiable and Non-assignable The Note shall be non-negotiable and non-assignable. 8. Surrender and Replacement The Note is issued pursuant to By-law No. 115-99 of the Holder and the Principal.Amount may be adjusted in accordance with the By-law. Following such adjustment, at the request of the Corporation, the Holder shall surrender this Note to the Corporation for cancellation, without repayment of the Principal Amount,in exchange for the issuance of a replacement promissory note , M l - 3 - of the Corporation payable to the Holder which reflects such adjustment. 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 I'day of November, 1999. VERIDIAN CONNECTIONS INC. By: Name: James I. Mason Title:Director By: Name: John Wiersma Title: President r F SCHEDULE "A" 1. PromissoryNote issued by Veridian Connections Inc.to the Corporation ofthe Municipality of Clarington in the principal amount of$5,966,000. 2. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Pickering in the principal amount of$17,974,000. 3. Promissory Note issued by Veridian Corporation to the Corporation of the Municipality of Clarington in the principal amount of$2,355,000. .4. PromissoryNote issued by Veridian Corporation to the Corporation ofthe Town ofPickering in the principal amount of$7,095,000. ..ODMA\PCDOCS)CCt\17220\3 L "SPECIMEN" TERM PROMISSORY NOTE Maturity Date: November 1,2003 Principal Amount: $5,550,000 FOR VALUE RECEIVED,Veridian Corporation(the "Corporation"), hereby promises to pay to or to the order of the Corporation of the Town of Ajax (the "Holder"), in lawful money of Canada, on November 1, 2003 (the "Maturity Date") at the principal office of the Holder, the principal amount of FIVE MILLION, FIVE HUNDRED AND FIFTY THOUSAND Dollars ($5,550,000) (the "Principal Amount") together with interest on the unpaid Principal Amount calculated annually, not in advance, from the date hereof at the rate of 0%per annum for the first period ending October 31,2000 and at a rate of 7.6%per annum on and after November 1,2000 until the Maturity Date. Interest at the said rate shall be payable on November 1 in each year up to and including the Maturity Date. 1. 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 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. 2. 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 as of the dates hereof to the Corporation of the Town of Pickering and to the Corporation of the Municipality of Clarington (collectively "the Municipalities')described in Schedule"A"hereto (the"Other Notes"). 3. Subordination The obligation of the Corporation to repay the principal amount of this Note and of the Other Notes is subordinated and postponed to the obligations ofthe Corporation from time to time to any other financial institution or lender. 4. Conversion of this Note All(but not less than all)of the Principal Amount of this Note is convertible into fully-paid and non-assessable common shares of the Corporation based on the exchange ratio specified herein at the option of the Holder,which option may be exercised by the Holder by notice in writing to the Corporation on or before May 1, 2003. The option to convert shall expire if not exercised on or before May 1, 2003. The exchange ratio for the conversion of the Principal Amount of this Note •, • 1 - 2 - shall be on the basis that, for every$1000 of Principal Amount, 1 fully-paid and non-assessable common share of the Corporation shall be issued to the Holder. The conversion of the Principal Amount will be effected on the Maturity Date of this Note. 5. Extension of the Note In the event that the Holder does not convert the Principal Amount of the Note on the Maturity Date in accordance with Section 4 of this Note,the Corporation may,at its option,extend the Maturity Date of some or all of the Principal Amount of the Note ("the Revised Principal Amount")for an additional two-year period to November 1,2005 (the "Extended Term")with the rate of interest and terms of repayment to be agreed between the Holder and the Corporation. Any Principal Amount for which the Corporation has not extended the Maturity Date shall be paid to the Holder on the Maturity Date. In the event that the Corporation and the Holder cannot agree on the rate of interest and the terms of repayment of the Revised Principal Amount for the Extended Term of the Note, the Revised Principal Amount shall be due and payable on November 1, 2005 with interest at the rate specified'in the next paragraph. If the Holder and the Corporation do not agree on the interest rate applicable for the Extended Term, then interest shall be calculated and payable on the Revised Principal Amount from the Maturity Date at the lesser of(i)the cash of the Corporation available for the payment of interest and (ii) the rate paid for a Treasury Bill (issued within five business days of the Maturity Date by the Government of Canada with a term of 182 days),calculated and payable annually on November 1. 6. Sale of Shares In the event that the Holder transfers its common shares in the capital of the Corporation(in accordance with the terms of a shareholders' agreement among the Holder, the Municipalities and the Corporation dated July 1, 1999)prior to the conclusion of the Extended Term of the Note,the Note shall remain due in accordance with its terms. If the Holder transfers its common shares in the capital of the Corporation prior to the Maturity Date,the Corporation shall be entitled to set-off any amount owing to the Holder against any amount of prepaid interest paid by the Corporation to the Holder but not earned by the Holder. 7. Note Non-negotiable and Non-assignable The Note shall be non-negotiable and non-assignable. S. Surrender and Replacement The Note is issued pursuant to By-law No. 115-99 of the Holder and the Principal Amount may be adjusted in accordance with the By-law. Following such adjustment, at the request of the Corporation, the Holder shall surrender this Note to the Corporation for cancellation, without repayment of the Principal Amount,in exchange for the issuance of a replacement promissory note -3 - of the Corporation payable to the Holder which reflects such adjustment. IN WITNESS WHEREOF Veridian Corporation has caused this Note to be signed under its corporate seal by its duly authorized officers as of this l'day of November, 1999. VERIDIAN CORPORATION By: Name: James I.Mason Title: Director By: Name: John Wiersma Title: President i SCHEDULE"A" 1. PromissoryNote issued by Veridian Connections Inc.to the Corporation of the Municipality of Clarington in the principal amount of$5,966,000. 2. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Pickering in the principal amount of$17,974,000. 3. Promissory Note issued by Veridian Corporation to the Corporation of the Municipality of Clarington in the principal amount of$2,355,000. 4. PromissoryNote issued by Veridian Corporation to the Corporation of the Town of Pickering in the principal amount of$7,095,000. ::ODMAIPCDOCS\CCl\I no9\3 "SPECIMEN" L TERM PROMISSORY NOTE Maturity Date: November 1,2003 Principal Amount: $2,355,000 FOR VALUE RECEIVED,Veridian Corporation(the"Corporation"),hereby promises to pay to or to the order of the Corporation of the Municipality of Clarington(the"Holder"),in lawful money of Canada,on November 1,2003 (the"Maturity Date")at the principal office of the Holder, the principal amount of TWO MILLION, THREE HUNDRED AND FIFTY-FIVE THOUSAND Dollars($2,355,000)(the"Principal Amount")together with interest on the unpaid Principal Amount calculated annually,not in advance, from the date hereof at the rate of 0%per annum for the first period ending October 31,2000 and at a rate of 7.6%per annum on and after November 1,2000 until the Maturity Date. Interest at the said rate shall be payable on November 1 in each year up to and including the Maturity Date. 1. 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 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. 2. Rankine of this Note This Note shall rank equally in all respects as to the payment of principal and interest hereunder with promissory notes issued as of the dates hereof to the Corporation of the Town of Ajax and to the Corporation of the Town of Pickering(collectively"the Municipalities')described in Schedule "A"hereto (the "Other Notes"). 3. Subordination ' The obligation of the Corporation to repay the principal amount of this Note and 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. 4. Conversion of this Note All (but not less than all)of the Principal Amount of this Note is convertible into fully-paid and non-assessable common shares of the Corporation based on the exchange ratio specified herein at the option of the Holder,which option may be exercised by the Holder by notice in writing to the Corporation on or before May 1, 2003. The option to convert shall expire if not exercised on or before May 1,2003. The exchange ratio for the conversion of the Principal Amount of this Note ♦ I'• 1 -2 - shall be on the basis that, for every $1000 of Principal Amount, 1 fully-paid and non-assessable common share of the Corporation shall be issued to the Holder. The conversion of the Principal Amount will be effected on the Maturity Date of this Note. 5. Extension of the Note In the event that the Holder does not convert the Principal Amount of the Note on the Maturity Date in accordance with Section 4 of this Note,the Corporation may,at its option,extend the Maturity Date of some or all of the Principal Amount of the Note ("the Revised Principal Amount')for an additional two-year period to November 1, 2005 (the "Extended Term")with the rate of interest and terms of repayment to be agreed between the Holder and the Corporation. Any Principal Amount for which the Corporation has not extended the Maturity Date shall be paid to the Holder on the Maturity Date. In the event that the Corporation and the Holder cannot agree on the rate of interest and the terms of repayment of the Revised Principal Amount for the Extended Tenn of the Note, the Revised Principal Amount shall be due and payable on November 1, 2005 with interest at the rate specified in the next paragraph. If the Holder and the Corporation do not agree on the interest rate applicable for the Extended Term, then interest shall be calculated and payable on the Revised Principal Amount from the Maturity Date at the lesser of(i)the cash of the Corporation available for the payment of interest and (ii) the rate paid for a Treasury Bill (issued within five business days of the Maturity Date by the Government of Canada with a term of 182 days),calculated and payable annually on November 1. 6. Sale of Shares In the event that the Holder transfers its common shares in the capital of the Corporation(in accordance with the terms of a shareholders' agreement among the Holder, the Municipalities and the Corporation dated July 1, 1999)prior to the conclusion of the Extended Term of the Note, the Note shall remain due in accordance with its terms. If the Holder transfers its common shares in the capital of the Corporation prior to the Maturity Date,the Corporation shall be entitled to set-off any amount owing to the Holder against any amount of prepaid interest paid by the Corporation to the Holder but not earned by the Holder. 7. Note Non-negotiable and Non-assignable The Note shall be non-negotiable and non-assignable. 8. Surrender and Replacement The Note is issued pursuant to By-law No. 99-173 of the Holder and the Principal Amount may be adjusted in accordance with the By-law. Following such adjustment, at the request of the Corporation, the Holder shall surrender this Note to the Corporation for cancellation, without repayment of the Principal Amount,in exchange for the issuance of a replacement promissory note -3 - of the Corporation payable to the Holder which reflects such adjustment. IN WITNESS WHEREOF Veridian Corporation has caused this Note to be signed under its corporate seal by its duly authorized officers as of this 1"day of November, 1999. VERIDIAN CORPORATION By: Name: James I. Mason Title:Director By: Name: John Wiersma Title: President :.ODMAV'CDOCSICM17168\3 t SCHEDULE"A" 1. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000. 2. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Pickering in the principal amount of$17,974,000. 3. Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the principal amount of$5,550,000. 4. PromissoryNote issued by Veridian Corporation to the Corporation ofthe Town ofPickering in the principal amount of$7,095,000. ::ODMA\PCDOCS\CCT18170\2 "SPECIMEN" TERM PROMISSORY NOTE Maturity Date: November 1,2003 Principal Amount: $5,966,000 FOR VALUE RECEIVED,Veridian Connections Inc. (the"Corporation"),herebypromises to pay to or to the order of the Corporation of the Municipality of Clarington (the "Holder"), in lawful money of Canada,on November 1, 2003 (the"Maturity Date") at the principal office of the Holder, the principal amount of FIVE MILLION, NINE HUNDRED AND SIXTY-SIX THOUSAND Dollars ($5,966,000) (the 'Principal Amount") together with interest on the unpaid Principal Amount calculated annually, not in advance, from the date hereof at the rate of 0%per annum for the first period ending October 31, 2000 and at a rate of 7.6%per annum on and after November 1, 2000 until the Maturity Date. Interest at the said rate shall be payable on November 1 in each year up to and including the Maturity Date. 1. 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 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. 2. 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 as of the dates hereof to the Corporation of the Town of Ajax and to the Corporation of the Town of Pickering(collectively"the Municipalities')described in Schedule "A"hereto (the "Other Notes"). 3. Subordination The obligation of the Corporation to repay the principal amount of this Note and 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. 4. Conversion of this Note All(but not less than all)of the Principal Amount of this Note is convertible into fully-paid and non-assessable common shares of the Corporation based on the exchange ratio specified herein at the option of the Holder,which option may be exercised by the Holder by notice in writing to the Corporation on or before May 1, 2003. The option to convert shall expire if not exercised on or before May 1, 2003. The exchange ratio for the conversion of the Principal Amount of this Note r 1 1 -2 - shall be on the basis that, for every $1000 of Principal Amount, 1 fully-paid and non-assessable common share of the Corporation shall be issued to the Holder. The conversion of the Principal Amount will be effected on the Maturity Date of this Note. 5. Extension of the Note In the event that the Holder does not convert the Principal Amount of the Note on the Maturity Date in accordance with Section 4 of this Note,the Corporation may,at its option,extend the Maturity Date of some or all of the Principal Amount of the Note ("the Revised Principal Amount')for an additional two-year period to November 1,2005 (the "Extended Term")with the rate of interest and terms of repayment to be agreed between the Holder and the Corporation. Any Principal Amount for which the Corporation has not extended the Maturity Date shall be paid to the Holder on the Maturity Date. In the event that the Corporation and the Holder cannot agree on the rate of interest and the terms of repayment of the Revised Principal Amount for the Extended Term of the Note, the Revised Principal Amount shall be due and payable on November 1, 2005 with interest at the rate specified in the next paragraph. If the Holder and the Corporation do not agree on the interest rate applicable for the Extended Term, then interest shall be calculated and payable on the Revised.Principal Amount from the Maturity Date at the lesser of(i)the cash of the Corporation available for the payment of interest and (ii)the rate paid for a Treasury Bill (issued within five business days of the Maturity Date by the Government of Canada with a term of 182 days),calculated and payable annually on November 1. 6. Sale of Shares In the event that the Holder transfers its common shares in the capital of the Corporation(in accordance with the terms of a shareholders' agreement among the Holder,the Municipalities and the Corporation dated July 1, 1999)prior to the conclusion of the Extended Term of the Note, the Note shall remain due in accordance with its terms. If the Holder transfers its common shares in the capital of the Corporation prior to the Maturity Date,the Corporation shall be entitled to set-off any amount owing to the Holder against any amount of prepaid interest paid by the Corporation to the Holder but not eamed by the Holder. 7. Note Non-negotiable and Non-assignable The Note shall be non-negotiable and non-assignable. 8. Surrender and Replacement The Note is issued pursuant to By-law No. 99-173 of the Holder and the Principal Amount may be adjusted in accordance with the By-law. Following such adjustment, at the request of the Corporation, the Holder shall surrender this Note to the Corporation for cancellation, without repayment of the Principal Amount,in exchange for the issuance of a replacement promissory note � Y r - 3 - of the Corporation payable to the Holder which reflects such adjustment. 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 I'day of November, 1999. VERIDIAN CONNECTIONS INC. By: Name: James I. Mason Title: Director By: Name: John Wiersma Title: President :ODMAIPCDOCSVCCT17152\3 SCHEDULE"A" 1. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000. 2. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Pickering in the principal amount of$17,974,000. I Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the principal amount of$5,550,000. 4. PromissoryNote issued by Veridian Corporation to the Corporation of the Town ofPickering in the principal amount of$7,095,000. ::ODMAMPCDOCS1CC7\18170\2 SCHEDULE "D" ADJUSTED SPECIAL PAYMENTS I. Party First Payment Received Pickering $2,844,000 Ajax $2,208,000 Clarington $948,000 Total $6,000,000 2. Party Total Special Payment Entitlement Pickering $5,676,000 Ajax $4,440,000 Clarington $1,884,000 Total $12,000,000 Note: The total special payment amount obtained by multiplying each Municipality's equity percentage in VC times twelve (12)million dollars. 3. Party Balance of Special Payment Due Pickering $2,832,000 Ajax $2,232,000 Clarington $936,000 Total $6,000,000 Note: Balance of special payment due to each Municipality obtained by applying the following formula: Total Special Payment Entitlement-First Payment Received = Balance of Special Payment Due ::ODMA\PCDOCS\CCW6334\1 • { • ti • TRANSFER OF SHARES TO: VERIDIAN CORPORATION (the "Corporation") FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto THE CORPORATION OF THE TOWN OF AJAX, Fourteen(14) common shares of the Corporation registered in the name of the undersigned on the books of the Corporation. DATED as of the 22nd day of June,2000. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON per: Diane a ay per: tti B er • t w 4 EIPT TO: VERIDIAN CORPORATION RE: VERIDIAN CORPORATION SHARE CERTIFICATES The undersigned hereby acknowledges,for and on behalf of the Municipality of Clarington, the receipt of an original share certificate, evidencing 9,416 exchangeable shares in the capital of Veridian Corporation dated June 22,2000,registered in the name of the following Corporation: Veridian Corporation - Certificate No. C-14. DATED the/olay of Dar , 2000.