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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; I i I - 2 - 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 I I