2018-096 Authorize the Borrowing Upon Amortizing Debentures in the Principal amount of $5,000,000.00 Towards the Cost of the Water Storage Horsehoe HighlandsTHE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
BY-LAW NUMBER 2018-096
A BY-LAW OF THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE TO
AUTHORIZE THE BORROWING UPON AMORTIZING DEBENTURES IN THE PRINCIPAL
AMOUNT OF $5,000,000.00 TOWARDS THE COST OF THE WATER STORAGE
HORSESHOE HIGHLANDS
AND WHEREAS subsection 401 (1) of the Municipal Act, 2001, as amended (the
"Act") provides that a municipality may incur a debt for municipal purposes, whether by
borrowing money or in any other way, and may issue debentures and prescribed financial
instruments and enter prescribed financial agreements for or in relation to the debt;
AND WHEREAS subsection 408 (2.1) of the Act provides that a municipality may
issue a debenture or other financial instrument for long-term borrowing only to provide financing
for a capital work;
AND WHEREAS the Council of The Corporation of The Township of Oro-
Medonte (the "Municipality") has passed the By-law or By-laws, as applicable, enumerated in
column (1) of Schedule "A" attached hereto and forming part of this By-law authorizing the
capital work described in column (2) of Schedule "A" (individually a "Capital Work" and
collectively the "Capital Works", as the case may be), and authorizing the entering into of a
Financing Agreement dated effective as of August 31, 2018 for the provision of temporary and
long term borrowing from Ontario Infrastructure and Lands Corporation ("OILC") in respect of
the Capital Work(s) (the "Financing Agreement') and the Municipality desires to issue
debentures for the Capital Work(s) in the amount or respective amounts, as applicable,
specified in column (5) of Schedule "A";
AND WHEREAS before authorizing the Capital Work(s) and before authorizing
any additional cost amount and any additional debenture authority in respect thereof the
Council of the Municipality had its Treasurer calculate an updated limit in respect of its most
recent annual debt and financial obligation limit received from the Ministry of Municipal Affairs
and Housing in accordance with the applicable regulation and, prior to the Council of the
Municipality authorizing the Capital Work(s), each such additional cost amount and each such
additional debenture authority, the Treasurer determined that the estimated annual amount
payable in respect of the Capital Work(s), each such additional cost amount and each such
additional debenture authority, would not cause the Municipality to exceed the updated limit
and that the approval of the Capital Work(s), each such additional cost amount and each such
additional debenture authority, by the Ontario Municipal Board pursuant to such regulation was
not required;
AND WHEREAS the Municipality has submitted an application to OILC for long
term borrowing through the issue of debentures to OILC in respect of the Capital Work(s) (the
"Application") and the Application has been approved;
AND WHEREAS to provide long term financing for the Capital Work(s) and to
repay certain temporary advances in respect of the Capital Work(s) made by OILC pursuant to
the Financing Agreement, it is now deemed to be expedient to borrow money by the issue of
amortizing debentures in the principal amount of $5,000,000.00 dated December 03, 2018 and
maturing on December 03, 2038, and payable in semi-annual instalments of combined
principal and interest on the third day of June and on the third day of December in each of the
years 2019 to 2038, both inclusive on the terms hereinafter set forth;
NOW THEREFORE THE COUNCIL OF The Corporation of The Township of
Oro-Medonte ENACTS AS FOLLOWS:
For the Capital Work(s), the borrowing upon the credit of the Municipality at large of
the principal amount of $5,000,000.00 and the issue of amortizing debentures therefor
to be repaid in semi-annual instalments of combined principal and interest as
hereinafter set forth, are hereby authorized.
The Mayor and the Treasurer of the Municipality are hereby authorized to cause any
number of amortizing debentures to be issued for such amounts of money as may be
required for the Capital Work(s) in definitive form, not exceeding in total the said
principal amount of $5,000,000.00 (the "Debentures"). The Debentures shall bear the
Municipality's municipal seal and the signatures of Mayor and the Treasurer of the
Municipality, all in accordance with the provisions of the Act. The municipal seal of
the Municipality and the signatures referred to in this section may be printed,
lithographed, engraved or otherwise mechanically reproduced. The Debentures are
sufficiently signed if they bear the required signatures and each person signing has
the authority to do so on the date he or she signs.
3. The Debentures shall be in fully registered form as one or more certificates in the
principal amount of $5,000,000.00, in the name of OILC, or as OILC may otherwise
direct, substantially in the form attached as Schedule "B" hereto and forming part of
this By-law with provision for payment of principal and interest (other than in respect
of the final payment of principal and outstanding interest on maturity upon
presentation and surrender) by pre -authorized debit in respect of such principal and
interest to the credit of such registered holder on such terms as to which the registered
holder and the Municipality may agree.
4. In accordance with the provisions of section 25 of the Ontario Infrastructure and
Lands Corporation Act, 2011, as amended from time to time hereafter, as security for
the payment by the Municipality of the indebtedness of the Municipality to OILC under
the Debentures (the "Obligations"), the Municipality is hereby authorized to agree in
writing with OILC that the Minister of Finance is entitled, without notice to the
Municipality, to deduct from money appropriated by the Legislative Assembly of
Ontario for payment to the Municipality, amounts not exceeding the amounts that the
Municipality fails to pay OILC on account of the Obligations and to pay such amounts
to OILC from the Consolidated Revenue Fund.
5. The Debentures shall all be dated December03.2018, and as to both principal and
interest shall be expressed and be payable in lawful money of Canada. The
Debentures shall bear interest at the rate of 3.64% per annum and mature during a
period of 20 year(s) from the date thereof payable semi-annually in arrears as
described in this section. The Debentures shall be paid in full by December 03, 2038
and be payable in equal semi-annual instalments of combined principal and interest
on the third day of June and on the third day of December in each of the years 2019
to 2038, both inclusive, save and except for the last instalment which may vary slightly
from the preceding equal instalments, as set forth in Schedule "C" attached hereto
and forming part of this By-law ("Schedule "C").
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6. Payments in respect of principal of and interest on the Debentures shall be made only
on a day on which banking institutions in Toronto, Ontario, are not authorized or
obligated by law or executive order to be closed (a "Toronto Business Day") and if
any date for payment is not a Toronto Business Day, payment shall be made on the
next following Toronto Business Day.
7. Interest shall be payable to the date of maturity of the Debentures and on default shall
be payable on any overdue amounts both before and after default and judgment at a
rate per annum equal to the greater of the rate specified on the Schedule as attached
to and forming part of the Debentures for such amounts plus 200 basis points or Prime
Rate (as defined below) plus 200 basis points, calculated on a daily basis from the
date such amounts become overdue for so long as such amounts remain overdue
and the Municipality shall pay to the registered holders any and all costs incurred by
the registered holders as a result of the overdue payment. Any amounts payable by
the Municipality as interest on overdue principal or interest and all costs incurred by
the registered holders as a result of the overdue payment in respect of the Debentures
shall be paid out of current revenue. Whenever it is necessary to compute any
amount of interest in respect of the Debentures for a period of less than one full year,
other than with respect to regular semi-annual interest payments, such interest shall
be calculated on the basis of the actual number of days in the period and a year of
365 days or 366 days as appropriate.
"Prime Rate" means, on any day, the annual rate of interest which is the arithmetic
mean of the prime rates announced from time to time by the following five major
Canadian Schedule I banks, as of the issue date of this Debenture: Royal Bank of
Canada; Canadian Imperial Bank of Commerce; The Bank of Nova Scotia; Bank of
Montreal; and The Toronto -Dominion Bank (the "Reference Banks") as their
reference rates in effect on such day for Canadian dollar commercial loans made in
Canada. If fewer than five of the Reference Banks quote a prime rate on such days,
the "Prime Rate" shall be the arithmetic mean of the rates quoted by those Reference
Banks.
8. In each year in which a payment of equal semi-annual instalments of combined
principal and interest becomes due in respect of the Capital Work(s) including the last
`non -equal' instalment, there shall be raised as part of the Municipality's general levy
the amounts of principal and interest payable by the Municipality in each year as set
out in Schedule "C" to the extent that the amounts have not been provided for by any
other available source including other taxes or fees or charges imposed on persons
or property by a by-law of any municipality.
9. The Debentures may contain any provision for their registration thereof authorized by
any statute relating to municipal debentures in force at the time of the issue thereof.
10. The Municipality shall maintain a registry in respect of the Debentures in which shall
be recorded the names and the addresses of the registered holders and particulars
of the Debentures held by them respectively and in which particulars of the
cancellations, exchanges, substitutions and transfers of Debentures, may be
recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
11. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be
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subsisting in respect thereof. The Municipality shall deem and treat registered
holders of the Debentures as the absolute owners thereof for all purposes whatsoever
notwithstanding any notice to the contrary and all payments to or to the order of
registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid.
Where a Debenture is registered in more than one name, the principal of and interest
from time to time payable on such Debenture shall be paid to or to the order of all the
joint registered holders thereof, failing written instructions to the contrary from all such
joint registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any
Debentures registered in their names may be paid to the survivor or survivors of such
holders and such payment shall constitute a valid discharge to the Municipality.
12. The Debentures will be transferable or exchangeable at the office of the Treasurer of
the Municipality upon presentation for such purpose accompanied by an instrument
of transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed
by the registered holder thereof or such holder's duly authorized attorney or legal
personal representative, whereupon and upon registration of such transfer or
exchange and cancellation of the Debenture or Debentures presented, the Mayor and
the Treasurer shall issue and deliver a new Debenture or Debentures of an equal
aggregate principal amount in any authorized denomination or denominations as
directed by the transferee, in the case of a transfer or as directed by the registered
holder in the case of an exchange.
13. The Mayor and the Treasurer shall issue and deliver new Debentures in exchange or
substitution for Debentures outstanding on the registry with the same maturity and of
like form which have become mutilated, defaced, lost, subject to a mysterious or
unexplainable disappearance, stolen or destroyed, provided that the applicant
therefor shall have: (a) paid such costs as may have been incurred in connection
therewith; (b) (in the case when a Debenture is mutilated, defaced, lost, mysteriously
or unexplainably missing, stolen or destroyed) furnished the Municipality with such
evidence (including evidence as to the certificate number of the Debenture in
question) and an indemnity in respect thereof satisfactory to the Municipality in its
discretion; and (c) surrendered to the Municipality any mutilated or defaced
Debentures in respect of which new Debentures are to be issued in substitution.
14. The Debentures issued upon any registration of transfer or exchange or in substitution
for any Debentures or part thereof shall carry all the rights to interest if any, accrued
and unpaid which were carried by such Debentures or part thereof and shall be so
dated and shall bear the same maturity date and, subject to the provisions of this By-
law, shall be subject to the same terms and conditions as the Debentures in respect
of which the transfer, exchange or substitution is effected.
15. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any
of the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
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Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
16. Reasonable fees for the substitution of a new Debenture or new Debentures for any
of the Debentures that are mutilated, defaced, lost, mysteriously or unexplainably
missing, stolen or destroyed and for the replacement of any of the principal and
interest cheques (if any) that are mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed may be imposed by the Municipality.
When new Debentures are issued in substitution in these circumstances the
Municipality shall: (a) treat as cancelled and destroyed the Debentures in respect of
which new Debentures will be issued in substitution; (b) certify the deemed
cancellation and destruction in the registry; (c) enter in the registry particulars of the
new Debentures issued in substitution; and (d) make a notation of any indemnities
provided.
17. Except as otherwise expressly provided herein, any notice required to be given to a
registered holder of one or more of the Debentures will be sufficiently given if a copy
of such notice is mailed or otherwise delivered to the registered address of such
registered holder.
18. The Mayor and the Treasurer are hereby authorized to cause the Debentures to be
issued, one or more of the Clerk and Treasurer are hereby authorized to generally do
all things and to execute all other documents and other papers in the name of the
Municipality in order to carry out the issue of the Debentures and the Treasurer is
authorized to affix the Municipality's municipal seal to any of such documents and
papers.
19. The money received by the Municipality from the sale of the Debentures to OILC,
including any premium, and any earnings derived from the investment of that money,
after providing for the expenses related to their issue, if any, shall be apportioned and
applied to the Capital Work(s) and to no other purpose except as permitted by the
Act.
20. Subject to the Municipality's investment policies and goals, the applicable legislation
and the terms and conditions of the Debentures, the Municipality may, if not in default
underthe Debentures, at any time purchase any of the Debentures in the open market
or by tender or by private contract at any price and on such terms and conditions
(including, without limitation, the manner by which any tender offer may be
communicated or accepted and the persons to whom it may be addressed) as the
Municipality may in its discretion determine.
21. This By-law takes effect on the day of passing.
By-law read a first and second time this 14th day of November, 2018
By-law read a third time and finally passed this 14th day of November, 2018
H.S. Hughes
Mayor
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(1)
By-law
2018-070
The Corporation of The Township of Oro-Medonte
Schedule "A" to By-law Number 2018-096
(2)
(3)
(4)
(5)
(6)
Approved
Amount to be
Amount of
Amount of
Term of
Project
Financed
Debentures
Debentures
Years of
Description
Through the
Previously
to be Issued
Debentures
Issue of
Issued
Debentures
Water
Storage $5,000,000.00 $0.00 $5,000,000.00 20 year(s)
Horseshoe
Highlands
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The Corporation of The Township of Oro-Medonte
Schedule "B" to By-law Number 2018-096
No. 2018-096 1$5,000,000.00
CANADA
Province of Ontario
The Corporation of The Township of Oro-Medonte
FULLY REGISTERED INTEREST RATE 3.64% AMORTIZING DEBENTURE
The Corporation of The Township of Oro-Medonte (the "Municipality"), for value received,
hereby promises to pay to
ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ("OILC")
or registered assigns, subject to the Conditions attached hereto which form part hereof (the
"Conditions"), upon presentation and surrender of this debenture (or as otherwise agreed to by
the Municipality and OILC) by the maturity date of this debenture (December 03, 2038), the
principal amount of
Iy1VI:1rTill1LJ[0]►IIle] IAW_V?'1
($5,000,000.00)
by equal semi-annual instalments of combined principal and interest on the third day of June
and on the third day of December in each of the years 2019 to 2038, both inclusive, save and
except for the last instalment which may vary slightly from the preceding equal instalments, in
the amounts set forth in the attached Amortizing Debenture Schedule (the "Amortization
Schedule") and subject to late payment interest charges pursuant to the Conditions, in lawful
money of Canada. Subject to the Conditions: interest shall be paid until the maturity date of
this debenture, in like money in semi-annual payments from the closing date (December 03,
2018) or from the last date on which interest has been paid on this debenture, whichever is
later, at the rate of 3.64 % per annum, in arrears, on the specified dates, as set forth in the
Amortization Schedule; and interest shall be paid on default at the applicable rate set out in the
Amortization Schedule both before and after default and judgment. The payments of principal
and interest and the outstanding amount of principal in each year are shown in the Amortization
Schedule.
The Municipality, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation
Act, 2011 (the "OILC Act, 2011") hereby irrevocably agrees that the Minister of Finance is
entitled, without notice to the Municipality, to deductfrom money appropriated by the Legislative
Assembly of Ontario for payment to the Municipality, amounts not exceeding any amounts that
the Municipality fails to pay OILC on account of indebtedness evidenced by this debenture,
and to pay such amounts to OILC from the Consolidated Revenue Fund.
This debenture is subject to the Conditions.
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DATEDat The Corporation of The Township of Oro-Medonteas at the 3rdday of December,
2018
IN TESTIMONY WHEREOF and under the authority of By-law Number 2018-096of the
Municipality duly passed on the 14thday of November, 2018(the “By-law”), this debenture is
sealed with the municipal seal of the Municipality and signed by the Mayorand by the Treasurer
thereof.
Date of Registration: December 03, 2018
___________________________(Seal)_________________________
H.S. Hughes,MayorMark DesLauriers,Treasurer
OILChereby agrees that the Minister of Finance is entitled to exercise certain rights of deduction pursuant to
section 25of the OILCAct, 2011as described in this debenture.
Ontario Infrastructure and Lands Corporation
by: ____________________________________by:_________________________________________
Authorized Signing OfficerAuthorized Signing Officer
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LEGAL OPINION
We have examined the By-law of the Municipality authorizing the issue of amortizing
debentures in the principal amount of $5,000,000.00 dated December 03, 2018 and
maturing on December 03, 2038 payable in equal semi-annual instalments of
combined principal and interest on the third day of June and on the third day of
December in each of the years 2019 to 2038, both inclusive, save and except for the
last instalment which may vary slightly from the preceding equal instalments as set
out in Schedule "C" to the By-law.
In our opinion, the By-law has been properly passed and is within the legal powers
of the Municipality. The debenture issued under the By-law in the within form (the
"Debenture") is the direct, general, unsecured and unsubordinated obligation of the
Municipality. The Debenture is enforceable against the Municipality subject to the
special jurisdiction and powers of the Ontario Municipal Board over defaulting
municipalities under the Municipal Affairs Act. This opinion is subject to and
incorporates all the assumptions, qualifications and limitations set out in our opinion
letter.
December 03, 2018
Russell, Christie, LLP
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CONDITIONS OF THE DEBENTURE
Form, Denomination, and Ranking of the Debenture
The debentures issued pursuant to the By-law (collectively the "Debentures" and
individually a "Debenture") are issuable as fully registered Debentures without coupons.
The Debentures are direct, general, unsecured and unsubordinated obligations of the
Municipality. The Debentures rank concurrently and equally in respect of payment of
principal and interest with all other debentures of the Municipality except for the
availability of money in a sinking or retirement fund for a particular issue of debentures.
This Debenture is one fully registered Debenture registered in the name of OILC and
held by OILC.
Registration
4. The Municipality shall maintain at its designated office a registry in respect of the
Debentures in which shall be recorded the names and the addresses of the registered
holders and particulars of the Debentures held by them respectively and in which
particulars of cancellations, exchanges, substitutions and transfers of Debentures, may
be recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
Title
5. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be subsisting
in respect thereof. The Municipality shall deem and treat registered holders of
Debentures, including this Debenture, as the absolute owners thereof for all purposes
whatsoever notwithstanding any notice to the contrary and all payments to or to the
order of registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. Where
a Debenture is registered in more than one name, the principal of and interest from time
to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any Debentures
registered in their names may be paid to the survivor or survivors of such holders and
such payment shall constitute a valid discharge to the Municipality.
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Payments of Principal and Interest
6. The record date for purposes of payment of principal of and interest on the Debentures
is as of 5:00 p.m. on the sixteenth calendar day preceding any Payment Date including
the maturity date. Principal of and interest on the Debentures are payable by the
Municipality to the persons registered as holders in the registry on the relevant record
date. The Municipality shall not be required to register any transfer, exchange or
substitution of Debentures during the period from any record date to the corresponding
Payment Date.
7. The Municipality shall make all payments in respect of equal semi-annual instalments
of combined principal and interest including the last `non -equal' instalment on the
Debentures on the Payment Dates commencing on June 03, 2019 and ending on
December 03, 2038 as set out in Schedule "C" to the By-law, by pre -authorized debit in
respect of such interest and principal to the credit of the registered holder on such terms
as the Municipality and the registered holder may agree.
8. The Municipality shall pay to the registered holder interest on any overdue amount of
principal or interest in respect of any Debenture, both before and after default and
judgment, at a rate per annum equal to the greater of the rate specified on the Schedule
as attached to and forming part of the Debenture for such amount plus 200 basis points
or Prime Rate (as defined below) plus 200 basis points, calculated on a daily basis from
the date such amount becomes overdue for so long as such amount remains overdue
and the Municipality shall pay to the registered holder any and all costs incurred by the
registered holder as a result of the overdue payment.
9. Whenever it is necessary to compute any amount of interest in respect of the
Debentures for a period of less than one full year, other than with respect to regular
semi-annual interest payments, such interest shall be calculated on the basis of the
actual number of days in the period and a year of 365 days or 366 days as appropriate.
10. Payments in respect of principal of and interest on the Debentures shall be made only
on a day on which banking institutions in Toronto, Ontario, are not authorized or
obligated by law or executive order to be closed (a "Toronto Business Day"), and if
any date for payment is not a Toronto Business Day, payment shall be made on the next
following Toronto Business Day as noted on the Amortization Schedule.
11. The Debentures are transferable or exchangeable at the office of the Treasurer of the
Municipality upon presentation for such purpose accompanied by an instrument of
transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed by
the registered holder thereof or such holder's duly authorized attorney or legal personal
representative, whereupon and upon registration of such transfer or exchange and
cancellation of the Debenture or Debentures presented, a new Debenture or Debentures
of an equal aggregate principal amount in any authorized denomination or
denominations will be delivered as directed by the transferee, in the case of a transfer
or as directed by the registered holder in the case of an exchange.
12. The Municipality shall issue and deliver Debentures in exchange for or in substitution
for Debentures outstanding on the registry with the same maturity and of like form in the
event of a mutilation, defacement, loss, mysterious or unexplainable disappearance,
theft or destruction, provided that the applicant therefor shall have: (a) paid such costs
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as may have been incurred in connection therewith; (b) (in the case of a mutilated,
defaced, lost, mysteriously or unexplainably missing, stolen or destroyed Debenture)
furnished the Municipality with such evidence (including evidence as to the certificate
number of the Debenture in question) and an indemnity in respect thereof satisfactory
to the Municipality in its discretion; and (c) surrendered to the Municipality any mutilated
or defaced Debentures in respect of which new Debentures are to be issued in
substitution.
13. The Debentures issued upon any registration of transfer or exchange or in substitution
for any Debentures or part thereof shall carry all the rights to interest if any, accrued and
unpaid which were carried by such Debentures or part thereof and shall be so dated
and shall bear the same maturity date and, subject to the provisions of the By-law, shall
be subject to the same terms and conditions as the Debentures in respect of which the
transfer, exchange or substitution is effected.
14. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any of
the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
15. Reasonable fees for the substitution of a new Debenture or new Debentures for any of
the Debentures that are mutilated, defaced, lost, mysteriously or unexplainably missing,
stolen or destroyed and for the replacement of mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed principal and interest cheques (if any) may
be imposed by the Municipality. When new Debentures are issued in substitution in
these circumstances the Municipality shall: (a) treat as cancelled and destroyed the
Debentures in respect of which new Debentures will be issued in substitution; (b) certify
the deemed cancellation and destruction in the registry; (c) enter in the registry
particulars of the new Debentures issued in substitution; and (d) make a notation of any
indemnities provided.
16. If OILC elects to terminate its obligations under the financing agreement entered into
between the Municipality and OILC, pursuant to which the Debentures are issued, OILC,
at its discretion, shall assess any losses that it may incur as a result of the termination
as follows: if on the date of termination the outstanding principal balance on the
Debentures is less than the net present value of the Debentures, the Municipality shall
pay the difference between these two amounts to OILC.
Notices
17. Except as otherwise expressly provided herein, any notice required to be given to a
registered holder of one or more of the Debentures will be sufficiently given if a copy of
such notice is mailed or otherwise delivered to the registered address of such registered
holder. If the Municipality or any registered holder is required to give any notice in
connection with the Debentures on or before any day and that day is not a Toronto
Business Day (as defined in section 10 of these Conditions) then such notice may be
given on the next following Toronto Business Day.
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Time
18. Unless otherwise expressly provided herein, any reference herein to a time shall be
considered to be a reference to Toronto time.
Governing Law
19. The Debentures are governed by and shall be construed in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable in Ontario.
Definitions:
(a) 'Prime Rate" means, on any day, the annual rate of interest which is the arithmetic
mean of the prime rates announced from time to time by the following five major
Canadian Schedule I banks, as of the issue date of this Debenture: Royal Bank of
Canada; Canadian Imperial Bank of Commerce; The Bank of Nova Scotia; Bank of
Montreal; and The Toronto -Dominion Bank (the 'Reference Banks") as their reference
rates in effect on such day for Canadian dollar commercial loans made in Canada. If
fewer than five of the Reference Banks quote a prime rate on such days, the "Prime
Rate" shall be the arithmetic mean of the rates quoted by those Reference Banks.
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THE CORPORATION OF THE TOWNSHIP OF ORO-AAEDONTE
Schedule "C" to By-law Number 2018-096
[OILC Repayment Schedule to be Inserted]
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LOAN AMORTIZATION SCHEDULE
Name.....: Oro-Medonte, The Corporation of The Township of
Principal: $5,000,000.00
Rate.....: 3.640%
Term.....: 240 months
Paid.....: Semi-annually
Matures..: 12/03 /2 03 8
Pay # Date Amount Due Principal Due Interest Due Rem. Principal
106/03/2019 177,058.24 86,058.24 91,000.00 4,913,941.76
212/03/2019 177,058.24 87,624.50 89,433.74 4,826,317.26
3 06/03/2020 177,058.24 89,219.27 87,838.97 4,737,097.99
4 12/03/2020 177,058.24 90,843.06 86,215.18 4,646,254.93
5 06/03/2021 177,058.24 92,496.40 84,561.84 4,553,758.53
612/03/2021 177,058.24 94,179.83 82,878.41 4,459,578.70
7 06/03/2022 177,058.24 95,893.91 81,164.33 4,363,684.79
812/03/2022 177,058.24 97,639.18 79,419.06 4,266,045.61
9 06/03/2023 177,058.24 99,416.21 77,642.03 4,166,629.40
10 12/03/2023 177,058.24 101,225.58 75,832.66 4,065,403.82
11 06/03/2024 177,058.24 103,067.89 73,990.35 3,962,335.93
1212/03/2024 177,058.24 104,943.73 72,114.51 3,857,392.20
13 06/03/2025 177,058.24 106,853.70 70,204.54 3,750,538.50
1412/03/2025 177,058.24 108,798.44 68,259.80 3,641,740.06
15 06/03/2026 177,058.24 110,778.57 66,279.67 3,530,961.49
16 12/03/2026 177,058.24 112,794.74 64,263.50 3,418,166.75
17 06/03/2027 177,058.24 114,847.61 62,210.63 3,303,319.14
18 12/03/2027 177,058.24 116,937.83 60,120.41 3,186,381.31
19 06/03/2028 177,058.24 119,066.10 57,992.14 3,067,315.21
20 12/03/2028 177,058.24 121,233.10 55,825.14 2,946,082.11
21 06/03/2029 177,058.24 123,439.55 53,618.69 2,822,642.56
22 12/03/2029 177,058.24 125,686.15 51,372.09 2,696,956.41
23 06/03/2030 177,058.24 127,973.63 49,084.61 2,568,982.78
2412/03/2030 177,058.24 130,302.75 46,755.49 2,438,680.03
25 06/03/2031 177,058.24 132,674.26 44,383.98 2,306,005.77
2612/03/2031 177,058.24 135,088.93 41,969.31 2,170,916.84
27 06/03/2032 177,058.24 137,547.55 39,510.69 2,033,369.29
28 12/03/2032 177,058.24 140,050.92 37,007.32 1,893,318.37
29 06/03/2033 177,058.24 142,599.85 34,458.39 1,750,718.52
30 12/03/2033 177,058.24 145,195.16 31,863.08 1,605,523.36
3106/03/2034 177,058.24 147, 837.71 29, 220.53 1,457, 685.65
3212/03/2034 177,058.24 150,528.36 26,529.88 1,307,157.29
33 06/03/2035 177,058.24 153,267.98 23,790.26 1,153,889.31
3412/03/2035 177,058.24 156,057.45 21,000.79 997,831.86
35 06/03/2036
177,058.24
158,897.70
18,160.54
838,934.16
36
12/03/2036
177,058.24
161,789.64
15,268.60
677,144.52
37
06/03/2037
177,058.24
164,734.21
12,324.03
512,410.31
38
12/03/2037
177,058.24
167,732.37
9,325.87
344,677.94
39
06/03/2038
177,058.24
170,785.10
6,273.14
173,892.84
40
12/03/2038
177,057.69
173,892.84
3,164.85
0.00
7,082,329.05 5,000,000.00 2,082,329.05