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HomeMy WebLinkAbout2012-077 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON By-law No. 2012-077 Being a by-law to approve and authorize the execution of a note amending agreement made as of the 31st day of October, 2012 in respect of fourth amended and restated promissory notes dated October 31, 2012 issued by Veridian Corporation in favour of The Corporation of the Town of Ajax, The Corporation of the City of Belleville, The Corporation of the Municipality of Clarington and The Corporation of the City of Pickering, and to approve the issue of fourth amended and restated promissory notes dated as of the 31st day of October, 2012. Whearas the Electricity Act, 1998 authorized a municipality to make by-laws transferring employees, assets, liabilities, rights and obligations of the municipal corporation and to receive securities as consideration therefor and Veridian Corporation ("VC") issued promissory notes (the "Original Notes") dated September 28, 2001 in favour of The Corporation of the Town of Ajax ("Ajax"), The Corporation of the City of Belleville ("Belleville"), The Corporation of the Municipality of Clarington ("Clarington") and The Corporation of the City of Pickering ("Pickering") due on the 31st day of October, 2006; Whereas the Original Notes were amended and restated pursuant to a note amending agreements dated as of October 1, 2006 and October 31, 2009 and the third amended and restated promissory notes dated the 31St days of October, 2009 are due on the 1St day of November, 2012 (the "Third Restated Notes"); Whereas VC has requested and extension of the maturity date of the Third Restated Notes; Now therefore the Council of the Corporation of the Municipality of Clarington enact as follows: 1. That Council approves the extension of the maturity date of the Third Restated Notes to the 31st day of December, 2015; 2. That Council approves and authorizes the note amending agreement (the "Agreement") made as of the 31st day of October, 2012 amongst Ajax, Belleville, Clarington and Pickering, as the holders of the Third Restated Notes and VC, Veridian Connections Inc. and Veridian Energy Inc. in the form of the draft agreement presented to Council and attached hereto as Schedule "A"; 3. That Council approves the issue of the fourth amended and restated promissory notes (each a "Fourth Restated Note") by VC pursuant to the Agreement. 4. That the Mayor and the Clerk are authorized to execute the Agreement; 5. That the Clerk is authorized and directed to surrender to VC the Third Restated Note in favour of this Municipality in the principal amount of$2,355,000 and to receive a Fourth Restated Note in favour of this Municipality pursuant to the Agreement; 6. That the Clerk is authorized to affix the Corporate Seal of The Corporation of the Municipality of Clarington to the Agreement. 7. This By-law comes into force on the date of its final passing. By-law passed this 22nd day of October, 2012. K� 7 , Adrian Poste ayor f Annie--Greentree, Deputy Clerk NOTE AMENDING AGREEMENT THIS AGREEMENT made as of the 31St day of October, 2012. BETWEEN: The Corporation of the Town of Ajax ("Ajax") - and — The Corporation of the Municipality of Clarington ("Clarington") - and — The Corporation of the City of Pickering ("Pickering") - and — The Corporation of the City of Belleville ("Belleville") (Ajax, Belleville, Clarington and Pickering are referred to collectively herein as the "Veridian Shareholders") - and — Veridian Corporation, a corporation existing under the laws of Ontario ("VC") - and — Veridian Connections Inc., a corporation existing under the laws of Ontario ("VCI") - and — Veridian Energy Inc., a corporation existing under the laws of Ontario ("VEI") (VC, VCI and VEI are referred to collectively herein as the "Veridian Group") i - 2 - RECITALS: A. VC has previously issued one promissory note to each of the Veridian Shareholders (collectively the "VC Notes") issued pursuant to the applicable transfer by-laws enacted pursuant to the authority granted under the Electricity Act, 1998, which VC Notes are outstanding as of the date hereof; B. The Veridian Shareholders wish to amend the VC Notes as provided herein; C. The Veridian Shareholders have consulted with the Veridian Group in connection with the proposed amendments to the VC Notes; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment: The Veridian Shareholders will surrender forthwith to VC the existing VC Notes (the VC Notes hereinafter collectively, the "Predecessor Notes") (descriptions of such Predecessor Notes being set out in Appendix "A" attached hereto). VC will forthwith issue an amended and restated promissory note to each of the four Veridian Shareholders (the "Amended and Restated Promissory Notes") in the same principal amounts as the VC Notes in the forms attached hereto as Appendix "B". For greater clarity, the amendment and restatement of the Predecessor Notes shall not extinguish the debt created pursuant to the transfer by-laws and Predecessor Notes and such debt is continued as amended and restated in the Amended and Restated Promissory Notes. 2. Counterparts: This Note Amending Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same agreement. IN WITNESS WHEREOF the parties hereto have duly authorized and executed this Note Amending Agreement as of the day and year first above written. THE CORP RATION OF THE TOWN OF AJAX By: c/s Name:Steve'Parish Title: Mayor By:�, rv'G r c/s Name:Marty de`kond Title: Clerk - 3 - THE CORPORATION OF THE CITY OF BELLEVILLE By: c/s Name: Neil Ellis Title: Mayor By: c/s Name: Julie C. Oram Title: Clerk THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON By: c/s Name: Adrian Foster Title: Mayor By: c/s Name: Patti L. Barrie Title: Clerk THE CORPORATION OF THE CITY OF PICKERING By: c/s Name: Dave Ryan Title: Mayor By:_D , LLs� c/s Name: Debbie Shields Title: Clerk - 3 - THE COR ORATION OF THE CITY OF BELLEVI E By: c/s Name:Neil s Title: Mayor By: c/s Nam :J lie C. Oram Title: Jerk THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON By: _c/s Name:Adrian os Title: Mayor By: c/s Name:Pa ti . ar Title: Clerk THE CORPORATION OF THE CITY OF PICKERING By: c/s Name:Dave Ryan Title: Mayor By: c/s Name:Debbie Shields Title: Clerk - 4 - VERIDIAN CORPORATION By: ,- , c- /1 c/s Name:Michael Angemeer Title: President By, s� _} c/S Name:Doug Dickerson Title: Chair VERIDIAN CONNECTIONS INC. By: - z . c c/s Name:Michael Angemeer Title: President Name:Doug Dickerson Title: Chair VERIDIAN ENERGY INC. By: �� - C ' A — c/s. Name:Michael Angemeer Title: President gy; _ c/S Name:Doug Dickerson Title: Chair II i Appendix "A" Four (4) VC Predecessor Notes described below. Issuer Holder Date Principal Amount 1. Veridian Corporation The Corporation of October 31St, $5,550,000 the Town of Ajax 2009 2. Veridian Corporation The Corporation of October 31St, $2,355,000 the Municipality of 2009 Clarington 3. Veridian Corporation The Corporation of October 31St, $7,095,000 the City of Pickering 2009 4. Veridian Corporation The Corporation of October 31 st, $2,206,000 the City of Belleville 2009 Appendix "B" Four (4) VC Amended and Restated Promissory Notes attached hereto. TOR01: 5000030: v1 i I FOURTH AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: ' December 31St, 2015 Principal Amount: $7,095,000 This note amends and restates a Third Amended and Restated Promissory Note (the "Predecessor Note") issued by Veridian Corporation to the Corporation of the City of Pickering (the "Holder") on October 31St, 2009 for the Principal Amount, The Predecessor Note was issued pursuant to By-law No. 6994/09 of the Holder. This note amends the terms of repayment of, and does not extinguish, the debt created pursuant to the transfer by-law (enacted pursuant to the authority granted under the Electricity Act, 1998) as set forth originally in By-Law 5586/99 of the Holder, as amended by By-Law 6994/09, and the Predecessor Note, 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 December 31St, 2015 (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. 1. Interest Rate. Interest on the Principal Amount shall be calculated annually, not in advance, for the period from November 1St, 2012 until the Maturity Date, at a rate equal to the greater of: (a) six percent (6%), and (b) a rate equal to the Ontario Energy Board ("OEB") deemed long-term debt rate as set forth on an annual basis in the OEB's Cost of Capital Parameter Updates for Cost of Service Applications, or as the deemed long-term debt rate may otherwise be established by the OEB (the "Interest Rate"). Interest at the Interest Rate shall be payable on November 1" in each year up to and including the Maturity Date, The Corporation acknowledges that the Interest Rate payable pursuant to this note shall be automatically amended from time to time to reflect'the deemed rate established by the OEB from time to time and this note shall be automatically amended from time to time to reflect any change to the Interest Rate as determined by the OEB provided that such deemed rate is greater than six percent (6%). Notwithstanding that the Interest Rate pursuant to this note shall be amended, the effective date of any change in the Interest Rate pursuant to this note will be as of May 1St each year with interest payable at the previous Interest Rate from November 0 of the previous year to April 30th of the next year, and interest payable at the amended Interest Rate from May 1St to October 31 St of the current year provided that on December 30, 2015 interest will be payable at the then amended Interest Rate from November 1St, 2015 to December 30th, 2015, 2. Acceleration on Default. Upon default in the payment of any principal or interest due hereunder, or if the undersigned shall become insolvent or bankrupt or make a proposal in bankruptcy, the entire unpaid principal indebtedness owing by the undersigned to the Holder evidenced hereby and all interest accrued thereon to the I i i ' I ' I - 2 - date of payment shall forthwith become due and payable upon demand by the Holder subject to any subordination and postponement to any other financial institution or lender. 3. Rankings of this Note. This Note shall rank equally in all respects as to the payment of principal and interest hereunder with promissory notes issued to the Corporation of the Town of Ajax, to the Corporation of the Municipality of Clarington and to the Corporation of the City of Belleville (collectively the "Municipalities") described in Schedule "A" hereto (together the "Other Notes"). 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 $1,000.00 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. Subordination. The Holder acknowledges and agrees that the obligation of the Corporation to repay the Principal Amount and the principal amount of the Other Notes is subordinated and postponed to the obligations of the Corporation from time to time to any other financial institution or lender. The Holder will execute, promptly do, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required to provide for the subordination and postponement of the Holder's rights evidenced by this Note. 6. 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. 7. 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, as amended and/or restated from time to time) prior to the Maturity Date, the Note shall remain due to the Holder in accordance with its terms. 8. 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 31st day of October, 2012. VERIDIAN CORPORATION By: Doug Dickerson, Chair By: Michael Angemeer, President - 4- SCHEDULE "A" 1. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the Municipality of Clarington in the principal amount of$5,966,000 and dated March 30, 2010. 2. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000 and dated March 30, 2010. 3. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the Municipality of Clarington in the principal amount of$2,355,000 and dated October 31, 2012. 4. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the principal amount of $5,550,000 and dated October 31, 2012. 5. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the City of Belleville in the principal amount of $2,206,000 and dated October 31, 2012. 6. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Belleville in the principal amount of$5,588,000 and dated March 30, 2010, TOR01: 5000094:v1 FOURTH AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: December 31St, 2015 Principal Amount: $5,550,000 This note amends and restates a Third Amended and Restated Promissory Note (the "Predecessor Note") issued by Veridian Corporation to the Corporation of the Town of Ajax (the "Holder") on October 31St, 2009 for the Principal Amount. The Predecessor Note was issued pursuant to By-law No. 103-2009 of the Holder. This note amends the terms of repayment of, and does not extinguish, the debt created pursuant to the transfer by-law (enacted pursuant to the authority granted under the Electricity Act, 1998) as set forth originally in By-Law 115-99 of the Holder, as amended by By-Law 103-2009, and the Predecessor Note. 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 December 31St, 2015 (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, 1. Interest Rate. Interest on the Principal Amount shall be calculated annually, not in advance, for the period from November 1St, 2012 until the Maturity Date, at a rate equal to the greater of: (a) six percent (6%), and (b) a rate equal to the Ontario Energy Board ("OEB") deemed long-term debt rate as set forth on an annual basis in the OEB's Cost of Capital Parameter Updates for Cost of Service Applications, or as the deemed long-term debt rate may otherwise be established by the OEB (the "Interest Rate"). Interest at the Interest'Rate shall be payable on November 1 in each year up to and including the Maturity Date, The Corporation acknowledges that the Interest Rate payable pursuant to this note shall be automatically amended from time to time to reflect.the deemed rate established by the OEB from time to time and this note shall be automatically amended from time to time to reflect any change to the Interest Rate as determined by the OEB provided that such deemed rate is greater than six percent (6%). Notwithstanding that the Interest Rate pursuant to this note shall be amended, the effective date of any change in the Interest Rate pursuant to this note will be as of May lst each year with interest payable at the previous Interest Rate from November 1" of the previous year to April 30th of the next year, and interest payable at the amended Interest Rate from May 1St to October 31" of the current year provided that on December 31St, 2015 interest will be payable at the then amended Interest Rate from November 1St, 2015 to December 30th, 2015, 2. Acceleration on Default. Upon default in the payment of any principal or interest due hereunder, or if the undersigned shall become insolvent or bankrupt or make a proposal in bankruptcy, the entire unpaid principal indebtedness owing by the undersigned to the Holder evidenced hereby and all interest accrued thereon to the - 2- date of payment shall forthwith become due and payable upon demand by the Holder subject to any subordination and postponement to any other financial institution or lender. 3. Ranking of this Note. This Note shall rank equally,in all respects as to the payment of principal and interest hereunder with promissory notes issued to the Corporation of the 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"), 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 $1,000.00 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. S. Subordination. The Holder acknowledges and agrees that the-obligation of the Corporation to repay the Principal Amount and the principal amount of the Other Notes is subordinated and postponed to the obligations of the Corporation from time to time to any other financial institution or lender. The Holder will execute, promptly do, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required to provide for the subordination and postponement of the Holder's rights evidenced by this Note. 6. 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. 7. 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, as amended and/or restated from time to time) prior to the Maturity Date, the Note shall remain due to the Holder in accordance with its terms. 8. 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 31st day of October, 2012. VERIDIAN CORPORATION By: Doug Dickerson, Chair By: Michael Angemeer, President I - 4 - SCHEDULE "A" 1. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the Municipality of Clarington in the principal amount of$5,966,000 and dated March 30, 2010. j 2. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Pickering in the principal amount of$17,974,000 and dated March 30, 2010, 3. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the Municipality of Clarington in the principal amount of$2,355,000 and dated October 31, 2012. 4. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the City of Pickering in the principal amount of $7,095,000 and dated October 31, 2012. 5. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the City of Belleville in the principal amount of $2,206,000 and dated October 31, 2012. 6. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Belleville in the principal amount of$5,588,000 and dated March 30, 2010. TORO 1: 5001428;v1 FOURTH AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: December 315`, 2015 Principal Amount: $2,206,000 This note amends and restates a Third Amended and Restated Promissory Note (the "Predecessor Note") issued by Veridian Corporation to the Corporation of the City of Belleville (the "Holder") on October 31st, 2009 for the Principal Amount, The Predecessor Note was issued pursuant to By-law No. 2009-161 of the Holder. This note amends the terms of repayment of, and does not extinguish, the debt created pursuant to the transfer by-law (enacted pursuant to the authority granted under the Electricity Act, 1998) as set forth originally in By-Law 2000-170 of the Holder, as amended by By-Law 2009-161, and the Predecessor Note. 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 December 315', 2015 (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, 1. Interest Rate. Interest on the Principal Amount shall be calculated annually, not in advance, for the period from November 1", 2012 until the Maturity Date, at a rate equal to the greater of: (a) six percent (6%), and (b) a rate equal to the Ontario Energy Board ("OEB") deemed long-term debt rate as set forth on an annual basis in the OEB's Cost of Capital Parameter Updates for Cost of Service Applications, or as the deemed long-term debt rate may otherwise be established by the OEB (the "Interest Rate"). Interest at the Interest Rate shall be payable on November 1 in each year up to and including the Maturity Date. The Corporation acknowledges that the Interest Rate payable pursuant to this note shall be automatically amended from time to time to reflect the deemed rate established by the OEB from time to time and this note shall be automatically amended from time to time to reflect any change to the Interest Rate as determined by the OEB provided that such deemed rate is greater than six percent (6%). Notwithstanding that the Interest Rate pursuant to this note shall be amended, the effective date of any change in the Interest Rate pursuant to this note will be as of May 1" each year with interest payable at the.previous Interest Rate from November lst of the previous year to April 30th of the next year, and interest payable at the amended Interest Rate from May l st to October 31" of the current year provided that on December 31st, 2015 interest will be payable at the then amended Interest Rate from November Ist, 2015 to December 30th, 2015, 2. Acceleration on Default. Upon default in the payment of any principal or interest due hereunder, or if the undersigned shall become insolvent or bankrupt or make a proposal in bankruptcy, the entire unpaid principal indebtedness owing by the undersigned to the Holder evidenced hereby and all interest accrued thereon to the -2 - date of payment shall forthwith become due and payable upon demand by the Holder subject to any subordination and postponement to any other financial institution or lender. 3. Ranking of this Note. This Note shall rank equally in all respects as to the payment of principal and interest hereunder with promissory notes issued to the Corporation of the Town of Ajax, to the Corporation of the Municipality of Clarington and to the Corporation of the City of Pickering (collectively the "Municipalities") described in Schedule "A" hereto (together the "Other Notes"). 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 $1,000.00 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. Subordination. The Holder acknowledges and agrees that the obligation of the Corporation to repay the Principal Amount and the principal amount of the Other Notes is subordinated and postponed to the obligations of the Corporation from time to time to any other financial institution or lender.' The Holder will execute, promptly do, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required to provide for the subordination and postponement of the Holder's rights evidenced by this Note. 6. 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. 7. 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, as amended and/or restated from time to time) prior to the Maturity Date, the Note shall remain due to the Holder in accordance with its terms. - 1 8. Note Non-negotiable and Non-assign, able. The Note shall be non-negotiable and non-assignable. i i I - 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 31st day of October, 2012. VERIDIAN CORPORATION By: Doug Dickerson, Chair By: Michael Angemeer, President -4 - SCHEDULE "A" 1. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the Municipality of Clarington in the principal amount of$5,966,000 and dated March 30, 2010. 2. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Pickering in the principal amount of$17,974,000 and dated March 30, 2010. 3. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the Municipality of Clarington in the principal amount of$2,355,000 and dated October 31, 2012. 4. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the City of Pickering in the principal amount of $7,095,000 and dated October 31, 2012. 5. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the,principal amount of $5,550,000 and dated October 31, 2012. 6. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the Town of Ajax in the principal amount of$14,060,000 and dated March 30, 2010, TORO 1: 5001513:v1 FOURTH AMENDED AND RESTATED TERM PROMISSORY NOTE Maturity Date: December 31St, 2015 Principal Amount: $2,355,000 i This note amends and restates a Third Amended and Restated Promissory Note (the "Predecessor Note") issued by Veridian Corporation to the Corporation of the Municipality of Clarington (the "Holder") on October 31St, 2009 for the Principal Amount. The Predecessor Note was issued pursuant to By-law No. 2009-131 of the Holder. This note amends the terms of repayment of, and doe's not extinguish, the debt created pursuant to the transfer by-law (enacted pursuant to the authority granted under the Electricity Act, 1998) as set forth originally in By-Law 99-173 of the Holder, as amended by By-Law 2009-131, and the Predecessor Note. 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 December 31St, 2015 (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. 1. Interest Rate. Interest on the Principal Amount shall be calculated annually, not in advance, for the period from November 1St, 2012 until the Maturity Date, at a rate equal to the greater of: (a) six percent (6%), and (b) a rate equal to the Ontario Energy Board ("OEB") deemod long-term debt rate as set forth on an annual basis in the OEB's Cost of Capital Parameter Updates for Cost of Service Applications, or as the deemed long-term debt rate may otherwise be established by the OEB (the "Interest Rate"). Interest at the Interest Rate shall be payable on November 1 in each year up to and including the Maturity Date. The Corporation acknowledges that the Interest Rate payable pursuant to this note shall be automatically amended from time to time to reflect the deemed rate established by the OEB from time to time and this note shall be automatically amended from time to time to reflect any change to the Interest Rate as determined by the OEB provided that such deemed rateds greater than six percent (6%). Notwithstanding that the Interest Rate pursuant to this note shall be amended, the effective date of any change in the Interest Rate pursuant to this note will be as of May 1" each year with interest payable at the previous Interest Rate from November 1St of the previous year to April 30th of the next year, and interest payable at the amended Interest Rate from May 1St to October 31 St of the current year provided that on December 31St, 2015 interest will be payable at the then amended Interest Rate from November 1St, 2015 to December 30th, 2015, 2. Acceleration on Default. Upon default in the payment of any principal or interest due hereunder, or if the undersigned shall become insolvent or bankrupt or make a proposal in bankruptcy, the entire unpaid principal indebtedness owing by the undersigned to the Holder evidenced hereby and all interest'accrued thereon to the i i - 2 - date of payment shall forthwith become due and payable upon demand by the Holder subject to any subordination and postponement to any other financial institution or lender. 3. Ranking of this Note. This Note shall rank equally in all respects as to the payment of principal and interest hereunder with pronfissory notes issued 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"). 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 $1,000.00 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. S. Subordination. The Holder acknowledges and agrees.that the obligation of the Corporation to repay the Principal Amount and the principal amount of the Other Notes is subordinated and postponed to the obligations of the Corporation from time to time to any other financial institution or lender. The Holder will execute, promptly do, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required to provide for the subordination and postponement of the Holder's rights evidenced by this Note. 6. Revisions and Replacement. At the sole option of the Molder, 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. 7. 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, as amended and/or restated from time to time) prior to the Maturity Date, the Note shall remain due to the Holder in accordance with its terms. 8. 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 31st day of October, 2412, VERIDIAN CORPORATION By: Doug Dickerson, Chair By: Michael Angemeer, President i - 4 - SCHEDULE "A" 1. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc.'to the Corporation of the Town of Ajax in the principal amount of$14,060,000 and dated March 30, 2010. 2. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Pickering in the principal amount of$17,974,000 and dated March 30, 2010, 3. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the Town of Ajax in the principal amount of $5,550,000 and dated October 31, 2012. 4. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the City of Pickering in the principal amount of $7,095,000 and dated October 31, 2012, 5. Fourth Amended and Restated Term Promissory Note issued by Veridian Corporation to the Corporation of the City of Belleville in the principal amount of $2,206,000 and dated October 31, 2012, 6. Fourth Amended and Restated Term Promissory Note issued by Veridian Connections Inc. to the Corporation of the City of Belleville in the principal amount of$5,588,000 and dated March 30, 2010. TORO 1: 5001523:v1 i