HomeMy WebLinkAbout2015-069 The Corporation of the Municipality of Clarington
By-Law No. 2015-069
Being a by-law to approve and authorize the execution of a note amending
agreement made as of the 30th day of December, 2015 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 fifth amended and restated promissory notes
dated as of the 30th day of December, 2015.
Whereas the Electricity Act, 1998 authorized a municipality to make by-laws transferring
employees, assets, liabilities, rights and obligations of the municipal corporation and to
receive securities as consideration therefor and Veridian 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;
And Whereas the Original Notes were amended and restated pursuant to note
amending agreements dated as of October 1, 2006, October 31, 2009 and October 31,
2012 and the fourth amended and restated promissory notes dated the 31st day of
October, 2012 are due on the 31st day of December, 2015 (the "Fourth Restated
Notes");
And Whereas VC has requested an extension of the maturity date of the Fourth
Restated Notes;
Now Therefore the Council of the Corporation of the Municipality of Clarington enacts as
follows:
1. That Council approves the extension of the maturity date of the Fourth Restated
Notes to the 31 st day of December, 2018;
2. That Council approves and authorizes the note amending agreement (the
"Agreement") made as of the 30th day of December, 2015 amongst Ajax,
Belleville, Clarington and Pickering, as the holders of the Fourth 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 fifth amended and restated promissory
notes (each a "Fifth Restated Note") by VC pursuant to the Agreement;
4. That the Mayor and the Clerk are authorized to execute the Agreement;
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5. That the Clerk is authorized and directed to surrender to VC the Fourth Restated
Note in favour of this Municipality in the principal amount of $2,355,000 and to
receive a Fifth 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.
This by-law shall come into force and take effect immediately on and after the passing
thereof.
BY-LAW passed in open session this 13th day of October, 2015.
Adri F ster, yor
4r
n6e' reentr , Municipal Clerk
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