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HomeMy WebLinkAbout2001-175 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NO. 2001-175 To approve an agreement of the shareholders of Veridian Corporation and the Corporation of the Municipality of Clarington, an agreement amending the merger agreement dated November 3, 2000, as amended, among the shareholders of Veridian Corporation et al. and an agreement respecting the amendment and replacement of promissory notes issued by Veridian Corporation, Veridian Connections Inc. and two of the successor corporations to the electricity distribution business of the Corporation of the Municipality of Clarington. WHEREAS the Corporation of the Town of Ajax ("Ajax"), the Corporation of the City of Belleville("Belleville"), the Corporation of the Municipality of Clarington("Clarington"),the Corporation of the City of Pickering("Pickering"), Veridian Corporation, Veridian Connections Inc., Veridian Energy Inc., 1437864 Ontario Limited, Belleville Electric Corporation and 1444141 Ontario Limited entered into a merger agreement dated November 3, 2000 as amended by a merger amending agreement dated as of June 20, 2001 (collectively the"Merger Agreement"); AND WHEREAS the parties to the Merger Agreement wish to amend the same in accordance with the terms set out in the form of agreement attached hereto as Schedule A; AND WHEREAS following the amalgamation of Veridian Corporation and 1437864 Ontario Limited pursuant to the terms of the Merger Agreement, Belleville, Ajax, Pickering and Clarington(collectively the"Municipalities") shall be the owners of all the issued and outstanding shares of the amalgamated entity continuing as Veridian Corporation("VC Amalco"); AND WHEREAS the Municipalities wish to enter into a shareholders' agreement to provide for the conduct of certain affairs of VC Amalco and its subsidiary corporations, to provide for certain restrictions on the transfer and ownership of shares in the capital of VC Amalco and to govern the mutual rights and obligations of the Municipalities with respect to VC Amalco and its subsidiary corporations and each other in the form of agreement attached hereto as Schedule B; AND WHEREAS following the completion of the transactions contemplated by the Merger Agreement, the Municipalities, Veridian Corporation, Veridian Energy Inc. and Veridian Connections Inc. will desire to amend the existing promissory notes held by each of the Municipalities in connection with the electricity distribution businesses of their successor corporations on the terms set out in the form of agreement attached hereto as Schedule C; The Council of the Corporation of the Municipality of Clarington enacts as follows: 1. The Second Merger Amending Agreement, in substantially the form attached hereto as Schedule A, forming part of this by-law is hereby authorized and approved. 2. The Shareholders' Agreement among the Municipalities, Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc. dated as of September 28, 2001, in substantially the form presented to Council, is hereby authorized and approved. 3. The First Note Replacement Agreement, in substantially the form attached hereto as Schedule B, forming part of this by-law is hereby authorized and approved. - 2 - 4. The Mayor and the Clerk, acting together, are hereby authorized and directed, for and on behalf of the Corporation of the Municipality of Clarington to execute and deliver the Second Merger Amending Agreement, the Shareholders' Agreement and the First Note Replacement Agreement (collectively the "Documents")with such minor alterations, additions, and amendments thereto as they may approve, the execution of the Documents by such individuals being conclusive evidence of such approval and to do all such acts and things and to execute and deliver all such other documents, instruments and writings as may be necessary or desirable to give effect to the provisions of this by-law and the Documents. John utton, ayor e ig S y, Dpf uty Clerk By-law read a first and second time this 24th day of September, 2001 By-law read a third time and finally passed this 24th day of September, 2001 SECOND MERGER AMENDING AGREEMENT THIS AGREEMENT made as of the 27�h day of September, 2001. BETWEEN: The Corporation of the Town of Ajax - and— The Corporation of the Municipality of Clarington - and— The Corporation of the City of Pickering - and— Veridian Corporation, a corporation existing under the laws of Ontario i - and— Veridian Connections Inc., a corporation existing under the laws of Ontario - and— Veridian Energy Inc., a corporation existing under the laws of Ontario - and— The Corporation of the City of Belleville - and— 1437864 Ontario Limited, a corporation existing under the laws of Ontario - and— i - 2 - Belleville Electric Corporation, a corporation existing under the laws of Ontario (`Belleville WiresCo") -and- 1444141 Ontario Limited, a corporation existing under the laws of Ontario ("Belleville RetailCo") RECITALS: A. The parties hereto entered into a merger agreement made as of the 3rd of November, 2000 as amended by a merger amending agreement made as of the 201h day of June, 2001 (collectively the "Merger Agreement") to provide for the merger of the businesses of Veridian Group with the electricity retailing and distribution businesses of Belleville (since transferred to the Belleville Successor Corporations); B. Subsection 3.1(a) of the Merger Agreement sets out the Equity Allocation among the Original Municipalities and Belleville; C. Subsection 3.1(a) of the Merger Agreement also provides that the Equity Allocation should be adjusted in accordance with Schedule 3.1(a); D. The Original Municipalities and Belleville have elected to determine the final adjusted Equity Allocation in accordance with the provisions of Schedule 3.1(a) on the date hereof, E. The parties hereto wish to make certain other housekeeping amendments to the Merger Agreement as set out herein; 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 agree as follows: 1. Capitalized Terms. All capitalized terms used in this Agreement and not defined herein shall have the meanings given to them in the Merger Agreement. 2. Amalgamation of VCI and Belleville WiresCo: The second sentence of Subsection 3.1(b) of the Merger Agreement is hereby deleted and replaced with the following: "The issued shares of Belleville WiresCo shall be cancelled without any repayment of capital". 3. Amalgamation of VEI and Belleville RetailCo: The second sentence of Subsection 3.1(c) of the Merger Agreement is hereby deleted and replaced with the following: "The issued shares of Belleville RetailCo shall be cancelled without any repayment of capital'. 4. Adiusted Equity Allocation: The Equity Allocation, as adjusted in accordance with Schedule 3.1(a) shall be determined on the date hereof and such adjusted Equity Allocation shall - 3 - be final and binding. VC Amalco shall issue as fully paid and non-assessable the following number of common shares in exchange for all the issued and outstanding shares held by Belleville in Belleville HoldCo and the Original Municipalities in VC: Egty VC Amalco Common Shares Ajax 3,210 Belleville 1,330 Clarington 1,360 Pickering 4,100 5. Belleville Employee Liability: From the date hereof, neither the Belleville Successor Corporations, the Veridian Group, the Original Municipalities or their successors shall have any responsibility or liability whatsoever in respect of any Employee or former Employee. 6. No Other Amendments: Except as expressly set out herein, the Merger Agreement remains in full force and effect,unamended. 7. Counterparts: This 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. IN WITNESS WHEREOF the parties hereto have duly authorized and executed this Amending Agreement as of the day and year first above written. THE CORPORATION OF THE TOWN OF AJAX By: Us Name: Steve Parish Title: Mayor By: c/s Name: Marty de Rond Title: Clerk -4- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON By: c/s Name: John Mutton Title: Mayor By: c/s Name: Marie Knight Stanley Title: Deputy Clerk THE CORPORATION OF THE CITY OF PICKERING By: c/s Name: Wayne Arthurs Title: Mayor f By: c/s Name: Bruce Taylor Title: Clerk VERIDIAN CORPORATION By: c/s Name: John Wiersma Title: President By: c/s Name: James I. Mason Title: Director - 5 - VERIDIAN CONNECTIONS INC. By: c/s Name: John Wiersma Title: President By: c/s Name: Jim McMaster Title: Director VERIDIAN ENERGY INC. By: c/s Name: John Wiersma Title: President By: c/s Name: Jim Witty i Title: Director THE CORPORATION OF THE CITY OF BELLEVILLE By: c/s Name: George A. Zegouras Title: Mayor By: c/s Name: Jary Plamondon Title: City Clerk. i - 6- 1437864 ONTARIO LIMITED By: c/s Name: Title BELLEVILLE ELECTRIC CORPORATION By: c/s Name: Title: 1444141 ONTARIO LIMITED By: US Name: Title: ::0DMA\PCDOCS\CCT\246697\5 i SCHEDULE B FIRST NOTE REPLACEMENT AGREEMENT Attached. ::ODMA\PCDOCS\CC7\249159\1 i i FIRST NOTE REPLACEMENT AGREEMENT THIS AGREEMENT made as of the 28`h day of September, 2001. 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") (Ajax,Belleville, Clarington and Pickering are referred to collectively herein as the"Veridian Shareholders") - and— The Corporation of the City of Belleville ("Belleville") - 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") -2- RECITALS: A. The Veridian Shareholders and the predecessor corporations to VC, VCI and VEI entered into a merger agreement made as of the 3rd 'day of November, 2000 as amended by a merger amending agreement made as of the 20th day of June, 2001 and as further amended by a second merger amending agreement made as of the 27`h day of September, 2001 (collectively the"Merger Agreement"); B. VCI has previously issued one promissory note to each of the Veridian Shareholders (collectively the"VCI Notes"),which VCI Notes are outstanding as of the date hereof; C. VC has previously issued one promissory note to each of the Veridian Shareholders (collectively the"VC Notes"),which VC Notes are outstanding as of the date hereof, D. The Veridian Shareholders wish to make certain amendments (including, without limitation, extending the maturity date) to the VCI Notes and the VC Notes; E. The Veridian Shareholders have consulted with the Veridian Group in connection with the proposed amendments to the VC Notes and 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. Surrender and Replacement Notes: The Veridian Shareholders will surrender forthwith to VC and VCI the existing VC Notes and VCI Notes and VC and VCI will forthwith replace such promissory notes with the forms of promissory notes attached hereto as Appendix "A". There shall be eight replacement promissory notes in total. Four replacement promissory notes will be issued by each of VC and VCI to each of the four Veridian Shareholders in the same principal amounts as the VC Notes and VCI Notes. 2. Counterparts: This 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. IN WITNESS WHEREOF the parties hereto have duly authorized and executed this Amending Agreement as of the day and year first above written. - 3 - i 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 MUNICIPALITY OF CLARINGTON By: c/s Name: John Mutton Title: Mayor By: c/s Name: Marie Knight Stanley Title: Deputy Clerk THE CORPORATION OF THE CITY OF PICKERING By: c/s Name: Wayne Arthurs Title: Mayor By: c/s Name: Bruce Taylor Title: Clerk i -4- VERIDIAN CORPORATION By: c/s Name: John Wiersma Title: President By: ' c/s Name: James I. Mason Title: Director VERIDIAN CONNECTIONS INC. By: c/s Name: John Wiersma Title: President By: c/s Name: Jim McMaster Title: Director VERIDIAN ENERGY INC. By: c/s Name: John Wiersma Title: President By: c/s Name: Jim Witty Title: Director - 5 - THE CORPORATION OF THE CITY OF BELLEVILLE By: US Name: George A. Zegouras Title: Mayor By: US Name: Jary Plamondon Title: City Clerk i Appendix"A" Eight (8)Veridian Group Replacement Promissory Notes attached hereto. ::ODMA\PCDOCS\CC71248172\2 I FIRST AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: November 1,2006 Principal Amount: $5,550,000 This Note is issued in replacement of a promissory note(the"Predecessor Note")issued by Veridian Corporation to the Corporation of the Town of Ajax(the"Holder")on November 1, 1999 in the Principal Amount. The Predecessor Note was issued pursuant to By-law No. 115-99 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 Town of Ajax, 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, 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 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. i 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 City of Pickering, to the Corporation of the Municipality of Clarington 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 2 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. 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. i 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 281 day of September, 2001. VERIDIAN CORPORATION By: Name: James I. Mason Title: Director By: Name: John Wiersma Title: President 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 City 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. 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\CCnI7209\9 FIRST AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: November 1,2006 Principal Amount: $14,060,000 This Note is issued in replacement of a promissory note(the"Predecessor Note")issued by Veridian Connections Inc.to the Corporation of the Town of Ajax(the "Holder") on November 1, 1999 in the Principal Amount. The Predecessor Note was issued pursuant to By-law No. 115-99 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 Town of Ajax, in lawful money of Canada, on November 1,2006(the"Maturity Date")at the principal office of the Holder,the principal amount of FOURTEEN 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 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. I 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 City of Pickering, to the Corporation of the Municipality of Clarington 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 -2 - 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. 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 281 day of September,2001. VERIDIAN CONNECTIONS INC. By: Name: James McMaster Title: Director By: Name: John Wiersma Title: President i 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 City 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. 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. i ::ODMA\PCDOCS\CCIN17220\7 i 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, -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 281 day of September, 2001. VERIDIAN CORPORATION By: Name: James I.Mason Title: Director By: Name: John Wiersma Title: President -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. i ::ODMA\PCDOCS\CCT\l 7168\7 i 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. i 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: James McMaster Title: Director By: Name: John Wiersma Title: President -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. i ::ODMA\PCDOCS\CM 17152\7 FIRST AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: November 1,2006 Principal Amount: $7,095,000 This Note is issued in replacement of a promissory note(the"Predecessor Note")issued by Veridian Corporation to the Corporation of the City of Pickering(the "Holder") on November 1, 1999 in the Principal Amount. The Predecessor Note was issued pursuant to By-law No. 5586/99 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 City of Pickering, in lawful money of Canada, on November 1,2006(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 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 Municipality of Clarington 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 - 2 - 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. 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. i 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 By: Name: James I.Mason Title: Director By: Name: John Wiersma Title: President 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. 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\CC nI7177\7 FIRST AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: November 1,2006 Principal Amount: $17,974,000 This Note is issued in replacement of a promissory note(the"Predecessor Note")issued by Veridian Connections Inc.to the Corporation of the City of Pickering(the "Holder")on November 1, 1999 in the Principal Amount. The Predecessor Note was issued pursuant to By-law No.5586/99 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 City of Pickering,in lawful money of Canada,on November 1,2006(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 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. i 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 Municipality of Clarington 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 -2 - 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. 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. i 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 281 day of September, 2001. VERIDIAN CONNECTIONS INC. By: Name: James McMaster Title: Director By: Name:.John Wiersma Title: President 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. S. 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. i ::ODMA\PCDOCS\CC7118322\7 FIRST AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: November 1, 2006 Principal Amount: $2,206,000 This Note is issued in replacement of a promissory note(the "Predecessor Note") issued by 1437864 Ontario Limited to the Corporation of the City of Belleville (the"Holder") on November 1, 2000 in the Principal Amount. The Predecessor Note was issued pursuant to By- law No. 2000-170 of the Holder as amended by By-law No. 2000-172. The Predecessor Note has been cancelled and located in the minute book of 1437864 Ontario Limited. 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 City of Belleville, 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,TWO HUNDRED AND SIX THOUSAND Dollars($2,206,000)(the"Principal Amount")together with interest on the unpaid Principal Amount calculated annually,not in advance, at the 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 City of Pickering,to the Corporation of the Municipality of Clarington and to the Corporation of the Town of Ajax (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 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 281 day of September, 2001. VERIDIAN CORPORATION By: Name: James I.Mason Title: Director By: Name: John Wiersma Title: President FIRST AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: November 1,2006 Principal Amount: $5,588,000 This Note is issued in replacement of a promissory note (the "Predecessor Note")issued by Belleville Electric Corporation to the Corporation of the City of Belleville(the"Holder") on November 1,2000 in the Principal Amount. The Predecessor Note was issued pursuant to By- law No. 2000-170 of the Holder as amended by By-law No. 2000-172. The Predecessor Note has been cancelled and located in the minute book of Belleville Electric 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 Connections Inc.(the"Corporation"),hereby promises to pay to or to the order of the Corporation of the City of Belleville,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,FIVE HUNDRED AND EIGHTY EIGHT THOUSAND Dollars($5,588,000) (the"Principal Amount")together with interest on the unpaid Principal Amount calculated annually, not in advance, at the 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. i 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 City of Pickering,to the Corporation of the Municipality of Clarington and to the Corporation of the Town of Ajax(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 i -2 - 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. 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 281 day of September, 2001. VERIDIAN CONNECTIONS INC. By: Name: James McMaster Title: Director By: Name: John Wiersma Title: President i 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 City 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. 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 Town of Ajax in the principal amount of$5,550,000. 6. Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000. i ::ODMA\PCDOCSICCTV37449\3 i