LEASE AMENDING AGREEMENT

THIS AGREEMENT is dated the 14th day of April, 2000

BETWEEN:


YCC LIMITED and
LONDON LIFE INSURANCE COMPANY
(collectively the "Landlord")

        OF THE FIRST PART

        - and -


LOYALTY MANAGEMENT GROUP CANADA INC.
(the "Tenant")

        OF THE SECOND PART


WHEREAS:

A.    By a lease dated the 28th day of May, 1997 (the "Lease"), the Landlord leased to the Tenant, for and during a term (the "Term") of ten (10) years, commencing on the 1st day of September, 1997 and expiring on the 31st day of August, 2007, certain premises (the "Original Premises") having a Rentable Area of approximately seventy-three thousand, five hundred and thirty-four (73,534) square feet, as shown outlined in red on Schedules "B-1" and "B-2" attached to the Lease, located on the 2nd and 3rd floors of the building (the "Building") forming part of the development (the "Development") known as Yonge Corporate Centre, with a municipal of 4110 Yonge Street, in the City of Toronto, in the Province of Ontario;

B.    By an agreement dated as of the 19th day of June, 1997 (the "First Amending Agreement"), made between the Landlord and the Tenant, the Lease was amended, inter alia, to amend the Term so that it would commence on the 17th day of September, 1997 and expire on the 18th day of September, 2007, on the terms and conditions more particularly set out therein (the Lease and the Term, as amended by the First Amending Agreement, are hereinafter referred to as the "Lease" and the "Term");

C.    By an agreement dated the 15th day of January, 1996 (the "Second Lease Amending Agreement"), made between the Landlord and the Tenant, the Landlord leased to the Tenant additional premises on the 4th floor of the Building comprising: (i) a Rentable Area of approximately eighteen thousand (18,000) square feet (the "First Additional Premises"); and (ii) a Rentable Area of approximately nineteen thousand, four hundred and seventeen (19,417) square feet (the "Special Refusal Space"), and the Lease was amended on the terms and conditions more particularly set out therein (the Lease, as amended by the Second Lease Amending Agreement, is hereinafter referred to as the "Lease");

D.    The Original Premises, the First Additional Premises and the Special Refusal Space are hereinafter collectively referred to as the "Premises";

E.    Pursuant to the provisions of Section 12.07 of the Lease, the Tenant has exercised its right of first refusal to lease additional premises from the Landlord effective on the 1st day of June, 2000 (the "Effective Date"); and

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F.    The Landlord and the Tenant have agreed to amend the Lease to give effect to the foregoing, in accordance with and subject to the terms and conditions hereinafter set forth.

        NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of Two Dollars ($2.00) now paid by each of the parties to the other (the receipt and sufficiency of which is hereby acknowledged), and other mutual covenants and agreements, the parties agree as follows:

1.
The foregoing recitals are true in substance and in fact.

2.
The Tenant shall lease, for and during a term commencing on the Effective Date and expiring on the 16th day of September, 2007, additional premises (the "Second Additional Premises") comprising a Rentable Area of approximately fifteen thousand, one hundred and sixty-eight (15,168) square feet on the 5th floor of the Building and shown outlined in red on Schedule "B-4" attached hereto Except as otherwise indicated in this Agreement, the Premises and the Second Additional Premises shall hereinafter be collectively referred to as the "Premises". The parties confirm that, as of the Effective Date, the Premises will have an aggregate Rentable Area of one hundred and twenty-six thousand, one hundred and nineteen (126,119) square feet and will be comprised of: (a) the Original Premises containing a Rentable Area of approximately seventy-three thousand, five hundred and thirty-four (73,534) square feet located on the 2nd and 3rd floors of the Building; (b) the First Additional Premises containing a Rentable Area of approximately eighteen thousand (18,000) square feet located on the 4th floor of the Building; (c) the Special Refusal Space containing a Rentable Area of approximately nineteen thousand, four hundred and seventeen (19,417) square feet located on the 4th floor of the Building: and (d) the Second Additional Premises containing a Rentable Area of approximately fifteen thousand, one hundred and sixty-eight (15,168) square feet located on the 5th floor of the Building.

3.
The Tenant shall occupy the Second Additional Premises from and after the Effective Date on the same terms, covenants and conditions as are contained in the Lease, except that:

(a)
the Tenant shall pay Net Rent in respect of the Second Additional Premises as follows:

(i)
during the period from and including the 1st day of June, 2000 to and including the 31st day of October, 2000, the sum of THREE HUNDRED AND NINETY THOUSAND, FIVE HUNDRED AND SEVENTY-SIX DOLLARS ($390,576.00) per annum payable in equal monthly instalments of THIRTY-TWO THOUSAND, FIVE HUNDRED AND FORTY-EIGHT DOLLARS ($32,548.00) each in advance on the first day of each calendar month during the aforesaid period, based upon an annual rate of TWENTY-FIVE DOLLARS AND SEVENTY-FIVE CENTS ($25.75) per square foot of the Rentable Area of the Second Additional Premises; and

(ii)
during the period from and including the 1st day of November, 2000 to and including the 16th day of September, 2007 the sum of THREE HUNDRED AND NINETY THREE THOUSAND, SIX HUNDRED AND NINE DOLLARS AND SIXTY CENTS ($393,609.60) per annum payable in equal monthly instalments of THIRTY-TWO THOUSAND AND EIGHT HUNDRED DOLLARS AND EIGHTY CENTS($32,800.80) each in advance on the first day of each calendar month during the aforesaid period, based upon an annual rate of TWENTY-FIVE DOLLARS AND NINETY-FIVE CENTS ($25.95) per square foot of the Rentable Area of the Second Additional Premises.

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4.
The Lease is amended as of the Effective Date as follows:

(a)
The first sentence of Section 12.09 is deleted and replaced with the following:
5.
The parties confirm that in all other respects, the terms, covenants and conditions of the Lease remain unchanged and in full force and effect except as modified by this Agreement. All capitalized words used in this Agreement have the same meaning as they have in the Lease, unless a contrary intention is expressed herein.

6.
This Agreement shall enure to the benefit of and be binding upon the parties hereto, the successors and assigns of the Landlord and the permitted successors and permitted assigns of the Tenant.

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        IN WITNESS WHEREOF the parties hereto have signed and sealed this Agreement.

 YCC LIMITED
 (Landlord)

 

/s/  E. WILLIAMSON      
Name:
Title:

 

/s/  ILLEGIBLE      
Name:
Title:

 

I/We have authority to bind the corporation.

 

LONDON LIFE INSURANCE COMPANY
 (Landlord)

 

/s/  MICHAEL SNELL      
Name: Michael Snell
Title: Regional Director

 

/s/  PHILIP D. GUNN      
Name: Philip D. Gunn
Title: Asset Manager

 

I/We have authority to bind the corporation.

 

LOYALTY MANAGEMENT GROUP CANADA INC.
 (Tenant)

 

/s/  TODD MARCH      
Name: Todd March
Title: VP Finance & Planning

 

 
 
Name:
Title:

 

I/We have authority to bind the corporation.

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SCHEDULE "B-4"

FLOOR PLAN OF THE SECOND ADDITIONAL PREMISES

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LEASE AMENDING AGREEMENT

THIS AGREEMENT is dated the 17th day of January, 2001

BETWEEN:

YCC LIMITED
and
LONDON LIFE INSURANCE COMPANY

(hereinafter called the "Landlord")

OF THE FIRST PART

—and–

LOYALTY MANAGEMENT GROUP CANADA INC.
(hereinafter called the "Tenant")

OF THE SECOND PART

WHEREAS:

A.    By a lease dated the 28th day of May, 1997, (the "Lease"), the Landlord leased to the Tenant for and during a term of Ten (10) years, commencing on the 1st day of September, 1997 and expiring on the 31st day of August, 2007 certain premises, (the "Premises"), comprising a Rentable Area of approximately Seventy-Three Thousand Five Hundred and Thirty-Four (73,534) square feet located on the 2nd and 3rd floors shown outlined in red on the plan attached to the Lease as Schedules "B-1" and "B-2", located at 4110 Yonge Street, (the "Building"), in the City of Toronto, in the Province of Ontario.

B.    By an agreement dated the 19th day of June, 1997 (the "First Amending Agreement"), made between the Landlord and the Tenant, the Lease was amended so that the term of the Lease (the "Term") would commence on the 17th day of September, 1997 and expire on the 16th day of September, 2007, and to further amend the Lease in accordance with terms and conditions more particularly set out therein.

C.    By and agreement dated the 15th day of January, 1998 (the "Second Lease Amending Agreement"), the Landlord leased to the Tenant additional premises on the 4th floor of the building comprising: (i) a Rentable Area of approximately 18,000 square feet (the "First Additional Premises"); and (ii) a Rentable Area of approximately 19,417 square feet (the "Special Refusal Space"), and to further amend the Lease in accordance with terms and conditions more particularly set out therein.

D.    By an agreement dated the 14th day of April, 2000, the Tenant exercised its right of first refusal pursuant to Section 12.07 of the Lease and the Landlord leased to the Tenant additional premises comprising a Rentable Area of approximately 15,168 square feet on the 5th floor of the Building (the "Second Additional Premises") and to further amend the Lease in accordance with terms and conditions more particularly set out therein.

E.    The Landlord and the Tenant have agreed to add further additional space to the Premises and to further amend the Lease in accordance with the terms and conditions hereinafter set forth.

        NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of Two Dollars ($2.00) now paid by each of the Parties to the other (the receipt and sufficiency whereof is hereby acknowledged), and other mutual covenants and agreements, the Parties do hereby agree as follows:

1.    The Parties hereby acknowledge, confirm and agree that the foregoing recitals are true in substance and in fact.

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2.    The Lease is amended as of the 1st day of February, 2001, (the "Effective Date"), as follows:

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3.    Except as otherwise provided herein, all references in the Lease to the "Premises" shall be deemed to include the First Additional Premises, the Second Additional Premises and the Third Additional Premises.

4.    The Parties confirm that in all other respects, the terms, covenants and conditions of the Lease remain unchanged and in full force and effect, except as modified by this Agreement. It is understood and agreed that all terms and expressions when used in this Agreement, unless a contrary intention is expressed herein, have the same meaning as they have in the Lease.

5.    This Agreement shall enure to the benefit of and be binding upon the Parties hereto, the successors and assigns of the Landlord and the permitted successors and permitted assigns of the Tenant.

        IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the day and year first above written, by affixing their respective corporate seals under the hands of their proper

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signing officers duly authorized in that behalf or by setting their respective hands and seals in their personal capacity, as the case may be.

  YCC LIMITED
  (Landlord)

 

 

Per:

/s/  MICHELLE CARRIE    
Legal Counsel
  Authorized Signature

 

 

Per:

/s/  ILLEGIBLE      
  Authorized Signature

 

 

LONDON LIFE INSURANCE COMPANY
  (Landlord)

 

 

Per:

/s/  PHILIP D. GUNN    
Asset Manager
  Authorized Signature

 

 

Per:

/s/  MICHAEL SNELL    
Regional Director
  Authorized Signature

 

 

LOYALTY MANAGEMENT GROUP CANADA INC.
  (Tenant)

 

 

Per:

/s/  TODD MARCH    
VP Finance & Planning
  Authorized Signature

 

 

Per:


  Authorized Signature

 

 

I/We have authority to bind the corporation.

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SCHEDULE "B-5"

[FLOOR PLAN]

6




LEASE AMENDING AGREEMENT

THIS AGREEMENT is dated the 12th day of June, 2002

BETWEEN:

YCC LIMITED
and
LONDON LIFE INSURANCE COMPANY

(the "Landlord")

        OF THE FIRST PART

        –and–

LOYALTY MANAGEMENT GROUP CANADA INC.
(the "Tenant")

        OF THE SECOND PART

WHEREAS:

A.    By a lease dated the 28th day of May, 1997, (the "Lease"), the Landlord leased to the Tenant for and during a term of Ten (10) years commencing on the 1st day of September, 1997 and expiring on the 31st day of August, 2007 certain premises, (the "Premises"), comprising a Rentable Area of approximately Seventy-Three Thousand Five Hundred and Thirty-Four (73,534) square feet located on the 2nd and 3rd floors shown outlined in red on the plan attached to the lease as Schedules "B-1" and "B-2", located at 4110 Yonge Street, (the "Building"), in the City of Toronto, in the Province of Ontario.

B.    By an agreement dated the 19th day of June, 1997 (the "first Amending Agreement"), made between the Landlord and the Tenant, the Lease was amended so that the term of the Lease (the "Term") would commence on the 17th day of September, 1997 and expire on the 16th day of September, 2007, and to further amend the lease in accordance with terms and conditions more particularly set out therein.

C.    By an agreement dated the 15th day of January, 1998 (the "Second Lease Amending Agreement"), the Landlord leased to the Tenant additional premises on the 4th floor of the Building comprising: (i) a Rentable Area of approximately 18,000 square feet (the "First Additional Premises"); and (ii) a Rentable Area of approximately 19,417 square feet (the "Special Refusal Space"), and to further amend the Lease in accordance with terms and conditions more particularly set out therein.

D.    By an agreement dated the 14th day of April, 2000, the tenant exercised its right of first refusal pursuant to Section 12.07 of the Lease and the Landlord leased to the tenant additional premises comprising a Rentable Area of approximately 15,168 square feet on the 5th floor of the Building (the "Second Additional Premises") and to further amend the Lease in accordance with terms and conditions more particularly set out therein.

E.    By an agreement dated the 17th day of January, 2001, the Landlord and the Tenant agreed to add Eleven Thousand Two Hundred and Ninety-Two (11,292) square feet to the Premises on the 5th floor for a period from and including February 1, 2001 to and including September 16, 2007 and to further amend the Lease in accordance with the terms and conditions set out therein.

F.    The Landlord and the Tenant have agreed to add further additional space to the Premises and to further amend the Lease in accordance with the terms and conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of Two Dollars ($2.00) now paid by each of the Parties to the other (the receipt and sufficiency whereof is

1



hereby acknowledged), and other mutual covenants and agreements, the Parties do hereby agree as follows:

        1.    The Parties hereby acknowledge, confirm and agree that the foregoing recitals are true in substance and in fact.

        2.    The Lease is amended as of the 12th day of June, 2002, (the "Effective Date"), as follows:

        3.    The Parties confirm that in all other respects, the terms, covenants and conditions of the Lease remain unchanged and in full force and effect, except as modified by this Agreement. It is understood and agreed that all terms and expressions when used in this agreement, unless a contrary intention is expressed herein, have the same meaning as they have in the Lease.

        4.    This Agreement shall enure to the benefit of and be binding upon the Parties hereto, the successors and assigns of the Landlord and the permitted successors and permitted assigns of the Tenant.

        5.    The Tenant covenants and agrees to pay to the Landlord a fee for the preparation of this Agreement. Such fee shall be paid to the Landlord at the time the Tenant executes this Agreement.

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        IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the day and year first above written.

  ) YCC LIMITED
   ) 
(Landlord)
   )  
   )  
  ) Per: /s/ Michelle Carrie
Legal Counsel
   ) 
Authorized Signature
   )  
  ) Per: /s/ (Illegible)
   ) 
Authorized Signature
   )  
   ) I/We have authority to bind the corporation.
   )  
   )  
  ) LONDON LIFE INSURANCE COMPANY
   ) Per: /s/ Paul Collison
   ) Asset Manager
   ) 
Authorized Signature
   )  
  ) Per: /s/ Mervin McCoubrey
VP, Office Asset Management & Development
   ) 
Authorized Signature
   )  
   ) I/We have authority to bind the corporation.
   )  
   )  
  ) LOYALTY MANAGEMENT GROUP CANADA INC.
   ) 
(Tenant)
   ) Per: /s/ Gord Macdonald
Vice President, Human Resource
   ) 
   ) Per: /s/ Elizabeth Morgan
Vice President, Finance
   ) 
Authorized Signature
   )  
   ) I/We have authority to bind the corporation.

3



SCHEDULE "F" DIESEL GENERATOR

1.
Prerequisites—The Tenant's rights set out in this Schedule "F" (the "License") are subject to the following conditions:

(a)
the Tenant must continue to be LOYALTY MANAGEMENT GROUP CANADA INC., and there must not be any assignment, subletting, parting with or sharing of possession of control nor any corporate change of control in the Tenant;

(b)
the Tenant must not be in default under this Lease;

(c)
the Tenant must be in occupation of substantially the whole of the Premises and must use the Premises solely for the purposes stipulated in this Lease;

(d)
the Tenant must not be in default under this Lease;

(e)
the Tenant must pay the fees and perform the obligations stipulated in this Schedule; and

(f)
the Lease must remain in full force and effect.
2.
Diesel Equipment—The equipment listed below are referred to in this Schedule as "Diesel Equipment":

(1)
one 500 KW diesel generator located on the P-2 level of the parking facility located in the building (the "Generator Building") known municipally as 4100 Yonge Street, North York, Ontario;

(2)
one fuel tank

(3)
feeder cables to the Tenant's computer rooms located in the portions of the Premises on the second and fifth floors of the Building through automatic transfer switches.
3.
Requirements and Conditions—The Tenant may maintain and operate the Diesel Equipment subject to strict adherence by the Tenant to the requirements and conditions stipulated in this Schedule. The requirements and conditions are as follows:

(a)
Location—The size, configuration, and location of the area or areas in which the Diesel Equipment is situated (the "Licensed Areas") as at the first day of the Diesel Equipment Term is shown on page 9 of this Agreement. The Licensed Areas are, at the Landlord's option, subject to reconfiguration and relocation from time to time at the Tenant's expense on prior reasonable notice in writing from the Landlord and are subject to the Landlord's approval. The Landlord will not exercise this right to reconfigure or relocate the areas in which the Diesel Equipment is situated except on bona fide basis, and in circumstances where:

(i)
it is necessary or advisable in conjunction with alterations that are made or to be made in connection with the Generator Building, the said lands on which the Generator Building is located, or the common areas;

(ii)
where the Diesel Equipment or components of the Diesel Equipment have become surplus;

(iii)
where operating efficiencies, cost savings, or other enhancements in respect of the Generator Building, any complex of which the Generator Building forms a part, the lands on which the Generator Building is located, the common areas or components of the Generator Building require it; or

(iv)
where the operation of the Diesel Equipment of any components of them interfere with the use, or operation of other parts of the Generator Building, other equipment (regardless of its nature) within the Generator Building or in any nearby buildings or

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4.
Environment
(a)
"Applicable Laws" means statutes, regulations, orders, rules, notices permits or directives and other requirements of a governmental or quasi-governmental authority with jurisdiction over any matter.

(b)
"Hazardous Substance": means any substance or material whose discharge, release, use, storage, handling or disposal is regulated, prohibited or controlled, either generally or specifically, by any governmental authority or quasi-governmental authority pursuant to or under any Applicable Laws, including, but not limited to, any contaminant, pollutant, deleterious substance, or material which may impair the environment, petroleum and other hydrocarbons and their derivatives and by-products, dangerous substances or goods, asbestos, gaseous, solid and liquid waste, special waste, toxic substance, hazardous or toxic chemical, hazardous waste, hazardous material or hazardous substance, either in fact or as defined in or pursuant to any Applicable Laws.

(c)
Intentionally Deleted.

(d)
Unless any Applicable Law provides to the contrary, all wastes (including waste which is a Hazardous Substance) will be disposed of by the Tenant at its expense at least once every three (3) months (or more often if the Landlord requires it) using the Landlord's designated hauler or remover, or if there is none, using a properly licensed service. If Applicable Laws require the Tenant to keep waste at the Generator Building for more than three (3) months or the period required by the Landlord, then the Tenant shall store it at its sole expense in a manner and in a location specified by the Landlord and which complies with all Applicable Laws.

(e)
The Tenant will comply with all Applicable Laws pertaining to waste disposal and reduction in connection with the Licensed Areas and the Tenant's conduct of business. To the extent responsibility in connection with any waste related matters is imposed by Applicable Laws so as to appear to overlap or duplicate responsibilities among the Landlord, the Management Company, the Tenant, or any other party, the Landlord may allocate responsibility to the Tenant in whole or in part by notice to the Tenant particularizing the responsibilities which the Tenant will assume.

(f)
The Tenant shall, at the Tenant's expense, comply, and cause any other person acting under its authority or control to comply with all Applicable Laws (including, but not limited to, obtaining any required permits or similar authorizations) pertaining to protection, conservation, utilization, impairment or degradation of the environment (which includes air, land, ground water and surface water) relating to the Premises or the use of the Licensed Areas and the Premises by the Tenant or those acting under its authority or control. Without limiting the generality of the foregoing, the Tenant shall, at the Tenant's expense, comply with all Applicable Laws regulating the manufacture, use, storage, transportation and disposal of Hazardous Substances and shall make, obtain and deliver all reports and studies required by governmental or quasi-governmental authorities having jurisdiction.

(g)
The Tenant shall not authorize, cause or permit any Hazardous Substance to brought upon, kept or used in or about the Premises or the Generator Building nor use Licensed Areas or the Premises or permit them to be used to generate, manufacture or produce Hazardous Substances, unless such Hazardous Substance is reasonably necessary for the Tenant's permitted use of the Licensed Areas or the Premises or is used by the Tenant in the normal course of its business as permitted under this Lease and unless the Hazardous Substance is

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FLOOR PLAN

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Source: OneCLE Business Contracts.