exv10w18



 






Exhibit 10.18




Offer to Lease



Loyalty Management Group Canada Inc., (the “Tenant”) hereby offers to lease from 592423
Ontario Inc. (“Landlord”) upon the following terms and conditions:





	1.	 	Leased Premises:






The offer is to lease premises having a rentable area (“Rentable Area”) of
approximately One Hundred and Seventy six Thousand, Nine Hundred and Eighty (176,980) square
feet, in the location as shown hatched in black on the floor plan attached hereto as
Schedule “A-1”, (the “Leased Premises”), being all of the 2nd, 3rd,
4th, 5th, 6th, 7th, 8th,
9th, 10th, and 11th floors (each containing 17,698 sq.ft.
of Rentable Area) of the building located municipally at 438 University Avenue, Toronto,
Ontario (the “Building”).




The Rentable Area of the Leased Premises has been measured and certified by Landlord’s
consultant (which certification has been provided to Tenant) in accordance with the standard
method for measuring floor areas in office buildings, known as B.O.M.A. Standard ANSI Z65.1
– 1996 floor measurement standards, and the parties acknowledge that such measurement is
correct.




	2.	 	Additional Premises:






(a) Landlord hereby represents and warrants to Tenant that its existing lease (the
“Current Lease”) with the existing tenant of the 12th floor of the Building (the “CT”)
expires on October 31, 2007 and contains options to extend the term of the Current Lease for
two (2) further separate and consecutive periods of five (5) years each upon written notice
delivered to Landlord on or before April 30, 2007 in the case of the first extension and
April 30, 2012 in the case of the second extension.




(b) Subject to subclause (d) below, at some time between October 1, 2011 and March 1, 2013
(the “A. P. Commencement Date”), Landlord shall lease to Tenant and Tenant shall lease from
Landlord additional office space in the Building (the “Additional Premises”). The
Additional Premises shall consist of the entire 12th floor of the Building in the event the
CT fails to exercise its first option to extend the term of the Current Lease or the 12th
floor of the Building is
as of October 1, 2009, vacant and available for lease but otherwise shall consist of one
full floor of the 14th, 15th, 16th, 17th and 18th floors of the Building. Landlord
acknowledges and agrees that it is Tenant’s preference that the Additional Premises comprise
the entire 12th floor of the Building and Landlord shall use reasonable commercial efforts
to accommodate such preference.



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(c) Subject to subclause (d) below, the lease of the Additional Premises shall commence on
the A. P. Commencement Date and shall be coterminous with the Term (including any
extension(s) or renewal(s) thereof, if exercised) and shall otherwise be under the same
terms and conditions as this Offer to Lease, which shall apply mutatis mutandis, subject to
the following provisions:




     (i) Landlord shall on or before October 1, 2009 provide written notice to Tenant of the
exact location of the Additional Premises and the A. P. Commencement Date. Landlord will
complete the Landlord’s Work to the Additional Premises and deliver vacant possession of
same to Tenant no later than three (3) months prior to the A. P. Commencement Date and
Tenant shall thereafter to and including the day immediately proceeding the A. P.
Commencement Date be permitted on a gross rent free basis to complete its Tenant’s Work to
the Additional Premises.




     (ii) As provided for in this Offer to Lease Landlord shall provide to Tenant a
leasehold improvement allowance for the Additional Premises. The value of the leasehold
improvement allowance shall be prorated over the remaining Term after the A. P. Commencement
Date and shall be equal to $0.291667 multiplied by the remaining months of the Term after
the A. P. Commencement Date multiplied by the Rentable Area of the Additional Premises.




(d) Notwithstanding anything contained in this Section 2 of this Offer to Lease, in the
event that Tenant has on or before October 1, 2009 leased or committed to lease pursuant to
Section 27 of this Offer to Lease or otherwise, additional premises in the Building (other
than the Leased Premises) consisting of at least 17,698 square feet of Rentable Area, then
the provisions of this Section 2 of this Offer to Lease thereafter shall be null and void
and of no further force and effect.




	3.	 	Term:






The term of the lease shall be for ten (10) years and fourteen (14) days, commencing
September 17, 2007, or such date as may be extended pursuant to



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paragraph –35- of this Offer
to Lease, (the “Commencement Date”), and expiring on the last day of September 2017 (the
“Term”).




Tenant shall have the right to occupy and commence operation in the Leased Premises prior to
the Commencement Date, provided that both Tenant’s Work and Landlord’s Work have been
completed. Should Tenant occupy the Leased Premises prior to the Commencement Date, Tenant
shall be governed by the terms and conditions of this offer with Landlord, save for the
payment of any Net Rent, and the realty tax component of Additional Rent. For clarity
purposes, the Tenant shall be responsible for the payment of operating costs and Tenant
hydro for the portion of the Leased Premises that it occupies and operates its business in
prior to the Commencement Date. Should the Tenant request the Landlord to complete the
Landlord’s Work prior to December 31, 2006 (on space that is located on the 4th to 7th
floors only), the Tenant shall be responsible for the payment of Additional Rent for any
period that it occupies and operates its business in prior to December 31, 2006. Prior to
occupancy, the Tenant shall provide evidence of insurance coverage satisfactory to the
Landlord, acting reasonably.




	4.	 	Landlord’s Work:






Landlord shall be responsible for the cost and installation of the work outlined on the
schedule attached hereto as Schedule “B” (the “Landlord’s Work”). Landlord covenants and
agrees to use its reasonable commercial efforts to complete its Landlord’s Work prior to the
Access Date (as defined in paragraph -5- herein), subject to force majeure outlined in
paragraph

 -35- herein.




Notwithstanding anything contained herein, Tenant may request Landlord to complete
Landlord’s Work to any one or more of the following floors (on a full floor basis only),
being the 4th, 5th, 6th, and/or 7th floors in
the Building, upon two (2) months written notice provided by Tenant to Landlord.




	5.	 	Fixturing Period:






Landlord shall complete Landlord’s Work to such an extent that will permit Tenant to
commence and complete Tenant’s Work without interference by Landlord’s workmen or work on
the 2nd, 4th, 5th, 6th, 7th, 8th, 9th, 10th and 11th floors on or before December 31, 2006
and on the 3rd floor on or before June 1, 2007 (the



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“Access Dates”), to permit Tenant to
carry out the construction of its Tenant’s Work, and for the installation of Tenant’s trade
fixtures and equipment.




	6.	 	Net Rent:






Tenant shall pay to Landlord net rent (the “Net Rent”) throughout the Term calculated
as follows:

From Commencement Date to last day of Term,



	 	 	 	 	 
	Years

	 	1 (plus 14 days) to 5
	 	$16.00 per rentable sq.ft. per annum; and
	Years

	 	6 to 10
	 	$16.50 per rentable sq.ft. per annum







The Net Rent shall be paid by way of equal monthly instalments of one-twelfth (1/12) the Net
Rent, in advance, on the first day of each month of the Term. The first instalment of Net
Rent shall be paid on the Commencement Date in respect of the first 14 days of the Term and
each subsequent instalment shall be paid on the first day of each month of the Term.




	7.	 	Additional Rents:






Tenant shall be responsible for the payment of all realty taxes, operating costs,
utility charges directly applicable to the Leased Premises on a proportionate share or
direct charge basis, as described and provided for in the Landlord’s standard form of lease
as amended pursuant to Section -41- herein (“Lease Form”) with Landlord (the “Additional
Rent”). Tenant’s annual amount of Additional Rent shall be estimated by Landlord acting
reasonably and shall be paid in advance in equal monthly instalments of one-twelfth (1/12)
the Additional Rent, plus GST, commencing on the Commencement Date (in accordance with
paragraph 6 herein).




The Additional Rent for the calendar year 2005 is estimated to be $17.10 per rentable sq.ft.
and composed of the following estimates:



	 	 	 	 	 
	Real Estate Taxes:
	 	$8.38 per rentable sq.ft. per annum*
	Operating Costs:
	 	$7.72 per rentable sq.ft. per annum**
	Tenant Utilities:
	 	$1.00 per rentable sq.ft. per annum*
	 
	 	 
	Total:
	 	$17.10 per rentable sq.ft. per annum
	 
	 	 





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* No management or administration fee shall be eligible




** This estimate includes a management and administration fee which is not to
exceed 15% of Operating Costs


The Tenant and Landlord acknowledge that the above amount for Additional Rent is an
estimate only and is subject to adjustment based on actual costs. It is further
acknowledged that the estimate is based on current Building Operating Hours and will
increase as a result of the increased Building Operating Hours outlined in Section -12-
herein.




Landlord agrees to provide Tenant with an audited accounting of the actual Operating Costs
payable by Tenant for the relevant calendar year of the Term within one hundred and twenty
(120) days of the end of each calendar year during the Term and the parties agree to make
all adjustments to the said Operating Costs payments forthwith. Tenant shall have the right
exercisable by the delivery of written notice to Landlord within eighteen (18) months
following receipt by it of the relevant audited accounting of such Operating Costs for the
relevant calendar year of the Term, upon reasonable prior notice to have access to
Landlord’s books and records respecting such Operating Costs of the Building for the
relevant calendar year of the Term for the purposes of verifying same, provided that such
verification is completed by a chartered accounting firm that is not compensated on a
contingency basis. Such verification shall be done at the sole cost and expense of Tenant
unless the results of such verification indicate that the Operating Costs for the relevant
calendar year have been overstated by 4% or more, in which event Landlord shall reimburse
Tenant for its costs of such verification within fifteen (15) days of receipt of an invoice
therefor, failing which, Tenant shall be entitled to deduct same from the rent. Tenant
shall reimburse Landlord for its reasonable bona fide out-of-pocket costs incurred in
respect of any such verification by Tenant, unless the results of such verification
indicate that the Operating Costs for the relevant calendar year of the Term have been
overstated by 4% or more, in which event Landlord shall be responsible for all such
out-of-pocket costs. For greater certainty should Tenant fail to provide Landlord with
written notice of the exercise of its rights hereunder within eighteen (18) months of
receipt by it of the relevant audited accounting of such Operating Costs for the relevant
calendar year of the Term, Tenant’s right to conduct such verification for such relevant
calendar year of the Term shall become null and void.



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	8.	 	Other Charges:






Tenant shall be responsible for its telecommunication charges and any other special
services provided to the Leased Premises, at its request. In addition, Tenant shall
maintain insurance for the Leased Premises in accordance with the Lease Form.




	9.	 	Net Lease:






Tenant and Landlord agree that rent payable under paragraph -6- (Net Rent) shall be net
in all respects to Landlord (except as provided for herein), and that Tenant shall pay
legislated taxes, such as the goods and services tax (G.S.T.), cost of utilities consumed in
the Leased Premises, real estate tax and operating costs for the Leased Premises, but
specifically excluding:




	 	a.)	 	 income taxes, capital taxes, or corporate taxes, and all other charges and
imposts personal to Landlord;
	 
	 	b.)	 	 rent payable under any ground lease or other superior lease;
	 
	 	c.)	 	 all amounts which otherwise will be included in the Building’s operating costs
and are charged by Landlord, acting reasonably, to other tenants, or third parties;
	 
	 	d.)	 	 the cost of arranging financing and any and all interest on debt and the
capital retirement of debt of Landlord;
	 
	 	e.)	 	 any cost or penalty incurred as a result of Landlord’s default respecting its
obligations as per the mortgage or other obligations affecting the Building or the
lands;
	 
	 	f.)	 	 the cost of commissions, advertising, legal expenses, inducements, allowances
and improvements in connection with the leasing of the Building;
	 
	 	g.)	 	 capital expenditures that are incurred for (i) the replacing, upgrading,
improving, or repairing the structure of the Building limited to, the roof (excluding
the roof membrane and roof covering), load bearing walls, floor slabs and masonry
walls, the columns, the ceilings, the foundation, the exterior walls of the Building,
and the Building’s below grade parking structure; or (ii) completing upgrades to the
Building which are intended or designed to alter the character of the Building;
	 
	 	h.)	 	 cost of enforcing leases or obligations of tenants;





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	 	i.)	 	 bad debts and any costs incurred in the collection of such bad debts, including
legal costs associated with the same;
	 
	 	j.)	 	 any amount payable due to Landlord’s non compliance with any law, bylaw,
regulation, or act;
	 
	 	k.)	 	 costs of repairing damage or destruction arising from an insured peril or
cause, or a peril or cause required to be insured against by Landlord;
	 
	 	l.)	 	 costs which are otherwise Landlord responsibilities under its lease with
Tenant;
	 
	 	m.)	 	 a management and, or administrative fee totalling in excess of 15% of Operating
Costs, excluding taxes; and
	 
	 	n.)	 	 costs incurred in connection with any pollution, or contamination not caused by
Tenant, including clean up and remediation.






	10.	 	Landlord Obligation to Maintain, Repair & Operate:






Notwithstanding the foregoing, Landlord shall throughout the Term and any extension(s)
thereof operate, secure, maintain, repair and replace the Building, including without
limitation, its common areas and facilities and all base building mechanical, electrical and
plumbing systems, and equipment in accordance with all applicable governmental laws, by-laws
and regulations and in a first class manner as would a prudent owner of a similar building,
of similar age, use and class in the area in which the Building is located, subject to the
Landlord’s right to charge back certain of such charges in the Operating Costs.




	11.	 	Condition of Leased Premises:






Except for the Landlord’s Work, as described herein, Tenant shall accept the Leased
Premises on an “as is” basis, and with the understanding that any leasehold improvements
currently in place shall remain for the use of Tenant, for the duration of the Term, and any
renewal, or extension thereof.




	12.	 	Building HVAC Hours:






Landlord and Tenant acknowledge that the Building operating hours shall be Monday
through Friday from 8:00 a.m. to11:59 p.m., Saturday from 8:00 a.m. to 6:00 p.m., and Sunday
from 11:00 am to 1:00 p.m., (the “Building Operating Hours”). Heating, ventilation and air
conditioning (“HVAC”) shall be provided during the Building Operating Hours. In addition,
Landlord will make available HVAC services outside of Building Operating Hours to Tenant,
which cost to Tenant shall be equal to the Landlord’s costs to provide such after-hour HVAC,
with no profit.





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	13.	 	Building Access:






Landlord shall allow Tenant, its agents, clerks, servants, employees and other persons
transacting business with it to have access to the Leased Premises by the main entrance or
entrances of the Building and Leased Premises and to use stairways and passages therefrom,
and parking areas at all times, 365 days a year, on a 24 hour basis, subject to the rules
and regulations provided in the Lease Form, and subject to emergencies.




	14.	 	Leasehold Improvement Allowance:






	 	a)	 	It is understood and agreed that Landlord shall pay to Tenant a leasehold
improvement allowance being the sum of thirty-five dollars ($35.00) per sq.ft.
multiplied by the Rentable Area of the Leased Premises, together with GST thereon, (the
“Leasehold Improvement Allowance”). Tenant shall use the Leasehold Improvement
Allowance to pay the cost of Tenant’s work in the Leased Premises for its use and
operation.
	 
	 	b)	 	Notwithstanding the provisions of the foregoing, Landlord shall, on no more
than three (3) occasions, allow Tenant to draw portions of the Leasehold Improvement
Allowance, which shall be payable within thirty (30) days following the date of the
Tenant’s written request for such draw,
subject to construction lien holdback, which shall be no more than 10% in the
aggregate of the said Leasehold Improvement Allowance.
	 
	 	c)	 	Payment of each progress draw shall be subject to the following:






	 	i)	 	delivery of invoices for costs incurred to date of such advance;
	 
	 	ii)	 	Tenant satisfying Landlord that the value of the construction
materials and labour is commensurate with the amounts invoiced;
	 
	 	iii)	 	statement of Tenant’s contractor certifying that the level of work
has been completed in respect to the current progress draw for the same has
been made to Landlord; and
	 
	 	iv)	 	a draw request from Tenant to Landlord, including therewith Tenant’s
G.S.T registration number.





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	 	d)	 	In addition to the foregoing provisions the final advance of the Leasehold
Improvement Allowance for the Leased Premises shall be payable upon the following
conditions:






	 	i)	 	the delivery to Landlord of proof of payment of worker’s compensation
assessment for all Tenant’s contractors and subcontractors
	 
	 	ii)	 	the completion of Tenant’s leasehold improvements and trade fixtures,
and
	 
	 	iii)	 	the delivery to Landlord of a statutory declaration stating that
there are no construction liens registered or outstanding affecting the Leased
Premises in respect to Tenant’s leasehold improvements, or trade fixtures, and
that all accounts for work, services or materials have been paid in full with
respect to Tenant’s leasehold improvements and trade fixtures.






	 	e)	 	If Landlord fails to pay any instalment(s) of the Leasehold Improvement
Allowance to Tenant when otherwise due to Tenant, then Tenant may set-off any such
unpaid instalment(s) together with interest thereon at a rate of six (6) percent per
annum from the Net Rent and Additional Rent next coming due until set-off in full.






	15.	 	Tenant’s Work:






Tenant shall be responsible for all work to prepare the Leased Premises for its
occupancy not provided under Landlord’s Work including, but not limited to, the installation
and cost of all its internal partitions, fixtures, electrical wiring, telecommunication
cabling and plumbing costs, together with the cost of any modifications to the ceiling,
light or heating ventilation and air-conditioning systems in the Leased Premises, as
required by Tenant’s occupancy, excluding any Landlord’s Work provided for herein (the
“Tenant’s Work”).




Tenant shall also be responsible for the cost of installing any special equipment required
by its occupancy. Tenant’s Work shall be completed in a good and workmanlike manner and
subject to the prior written approval of Tenant’s plans by Landlord, acting reasonably, as
detailed and provided for in paragraph -16- contained herein.



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Tenant shall bear (i) the out-of-pocket costs of all Landlord’s plan reviews and approvals
in respect of the mechanical and electrical components of Tenant’s Work in an amount not to
exceed $9,000.00 (plus GST), and (ii) the reasonable out-of-pocket costs incurred by
Landlord in retaining its base building or designated engineer(s) or consultant(s) to review
and approve the plans for any other component(s) of Tenant’s Work (save for the mechanical
and electrical components as aforesaid), unless Tenant engages the services of any such base
building or designated engineer(s) or consultant(s) with respect to any such component(s) of
Tenant’s Work in which event Tenant shall not be responsible for any costs incurred by
Landlord in respect thereof. Tenant shall not be responsible for any charges for electrical
use or other security, management, supervision, or elevator use, or other special Landlord
costs, during the construction of Tenant’s Work or Landlord’s Work, prior to the
Commencement Date. Landlord shall co-ordinate with Tenant the use of one (1) service
elevator for Tenant’s use during its Fixturing Period.




	16.	 	Working Drawings:






Tenant shall submit to Landlord working drawings of its proposed improvements to the
Leased Premises, such drawings must be approved by Landlord prior to the commencement of any
such work, provided that such work shall be done by qualified and licensed contractors or
sub-contractors of whom Landlord shall
have approved in writing, such approvals not to be unreasonably withheld or delayed. It
shall be deemed that Landlord has given consent to Tenant’s drawings and licensed
contractors or subcontractors, if consent or other written notice is not provided to Tenant
within ten (10) business days from Landlord’s receipt of Tenant’s drawings or list of
contractors.




Landlord shall provide Tenant with a copy of any and all design, mechanical and electrical
drawings, for existing improvements in the Leased Premises, that are within Landlord’s
possession and control, upon acceptance of this Offer to Lease.




	17.	 	Permit and Approvals:






It is Tenant’s responsibility to secure all the necessary building permits and
approvals required by the City of Toronto for all its Tenant’s Work. Such permits must be
secured and copies provided to Landlord before any work shall commence in the Leased
Premises. Landlord shall promptly provide any consent or approvals required of it in this
regard.





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	18.	 	Use:






From and after the Commencement Date, the Leased Premises shall be used and occupied
for the purpose of general business offices, a customer care centre / call centre, licensed
travel agent, and cafeteria preparing and serving food for its employees and invitees only
(and not general sale to the public), and any other use permitted by the applicable by-laws
covering the Leased Premises. The Tenant shall use commercially reasonable efforts to
ensure that odours do not emanate from the Leased Premises. Notwithstanding the above, only
the general business offices shall be entitled to use the Leased Premises above the tenth
(10th) floor of the Building and it is further acknowledged that no form of call centre
shall be permitted above the 10th floor of the Building.




	19.	 	Right to Assign or Sublet:






Tenant shall have the right to assign or sublet the whole or any portion of the Leased
Premises, subject to the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed. Tenant’s lease with Landlord will not contain any of the
following:




	 	a.)		 terms which allow Landlord to terminate its lease with Tenant in lieu of
consenting to any assignment or sublease or parting with possession by Tenant;
	 
	 	b.)		terms which deem the entering into of any security agreement by Tenant with
lender to be an assignment or sublease or parting of possession that requires the
consent of Landlord or causes a default under the Tenant’s lease with Landlord;
	 
	 	c.)		terms which allow Landlord the right to set the amount of rent paid by any
subtenant, licensee, or occupant of the Leased Premises; and
	 
	 	d.)		change of control provisions.






Tenant shall have the right to assign or sublet the whole or a portion of the Leased
Premises to an affiliated company and the right to transfer the lease to the purchaser of
all or substantially all of its business, without the consent of Landlord, provided prior
written notice is first given to the Landlord, provided Tenant is not released from its
lease with Landlord and is not in default. The Lease Form will stipulate that a merger or
amalgamation of Tenant with another corporation will not be an assignment or sublease or
parting of possession that requires the consent of Landlord.





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	20.	 	Roof Mounted Communication Equipment:






For the Term, and any renewal(s) or extension(s) thereof, Tenant shall have the right,
exercisable at its option, risk and expense to install and maintain communication equipment
on the roof of the Building, for its own use. The Landlord will provide, at no cost or
expense to Tenant, a mutually agreeable location for the installation. There shall be no
ongoing charge for the space required for such communication equipment. Landlord shall
approve the size and method of installation of the communication equipment, such approval
not to be unreasonably withheld or delayed. Such work to install and maintain any roof
mounted communication equipment shall be in accordance with the terms of Tenant’s lease
with Landlord. Upon expiration of the Term or any extension, the Tenant, at its sole cost
and expense, shall be obliged to remove said equipment and repairing damage caused by said
removal. Tenant shall co-operate with Landlord, and shall remove and/or relocate such
equipment, if required to do so, for the purpose of repairs and maintenance of the
Building.




	21.	 	Roof Mounted Emergency Power Generator Equipment:






For the Term, and any renewal(s) or extension(s) thereof, Tenant shall have the
right, exercisable at its option, to install and maintain on the roof of the Building, at
its cost and expense, an emergency generator (generator will be self-contained, and
include sound mitigation and an oil tank), a fuel tank in the lowest parking level of the
Building, and fuel lines to supply such emergency generator, all to serve Tenant’s
electrical requirements. The Landlord will provide, at no cost or expense to Tenant,
mutually agreeable locations for the installation of Tenant’s emergency generator, and
associated fuel tank. There shall be no ongoing charge for the space required for Tenant’s
own generator, fuel tank, or for Tenant’s access to conduit or riser space required to
connect to such generator. Such work to install and maintain a generator shall be in
accordance with the terms of Tenant’s lease with Landlord. Upon expiration of the Term or
any extension, the Tenant, at its sole cost and expense, shall be obliged to remove said
equipment and repairing damage caused by said removal.



22. Internal Cooling Unit(s):




For the Term, and any renewal(s) or extension(s) thereof, Tenant shall have the right,
exercisable at its option, to install and maintain a supplemental condenser



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water system in
the Leased Premises, with heat rejection in the loading dock or on the roof of the Building.
It is expected that Tenant will require roughly fifty (50) tons of cooling to service
Tenant’s equipment rooms, 24/7 cooling zones, and to supplement the base building system in
the Leased Premises, where Tenant’s cooling loads are intensive. Landlord shall permit
Tenant to access Building’s municipal water to service the Tenant’s air-conditioning system.
Landlord will provide, at no cost or expense to Tenant, mutually agreeable locations for
the installation of such heat rejection equipment, and distribution pumps, and access to
conduit or riser space required to connect to such cooling units, such installation to be at
the sole cost and expense of Tenant. There shall be no ongoing charge for the space
required for such heat rejection equipment, and distribution pumps, and any conduit or riser
space required for such installation. Upon expiration of the Term or any extension, the
Tenant, at its sole cost and expense, shall be obliged to remove said equipment and
repairing damage caused by said removal. Tenant shall install at Tenant’s sole cost and
expense check meters for all utility consumption for the above-mentioned internal cooling
units.




	23.	 	Signage:






	 	a)	 	For the Term, and any renewal(s) or extension(s) thereof, Tenant shall have the
exclusive signage rights to the facia at the top of the Building, to install signage
displaying a logo and, or a name on the Building. Tenant shall pay for the cost to
install, maintain, and insure such signage, and for the cost to remove such signage at
the expiry or termination of its lease with Landlord. There shall be no ongoing
charge for such signage rights. Landlord will work with Tenant to assist Tenant to
obtain any and all required permits for such signage. The exact size, and location(s)
of Tenant’s signage shall be in accordance with Tenant’s specifications, subject to all
governing authorities, and to Landlord’s written approval, such approval not to be
unreasonably withheld or delayed.
	 
	 	b)	 	For the Term, and any renewal(s) or extension(s) thereof, Tenant shall be
permitted to install non-exclusive (save that no other office-only tenant shall have
any signage rights at these locations) signage displaying a logo and, or a name, on the
grade, and, or second floor facia, on the eastern and northern elevations of the
Building. Tenant shall pay for the cost to install, maintain, and insure such signage,
and for the cost to remove such signage at the expiry or termination of its lease with
Landlord. There shall be no





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ongoing charge for such signage rights. Landlord will
work with Tenant to assist Tenant to obtain any and all required permits for such
signage. The exact size, and location of Tenant’s grade level signage shall be in
accordance with Tenant’s specifications, subject to all governing authorities, and to
Landlord’s written approval, such approval not to be unreasonably withheld or delayed.




	 	c)	 	For the Term, and any renewal(s) or extension(s) thereof, Tenant shall have
exclusive rights for the three (3) signage boxes (display areas) located in the
Building’s northern elevator lobby. Tenant shall be permitted to display corporate,
and, or sponsor information, signage, logos and, or names in these display areas.
There shall be no ongoing charge for such signage rights, or use of these display
areas.
	 
	 	d)	 	Landlord shall not nor shall it permit any tenant or occupant of the Building
(other than Tenant) to name the Building other than its municipal address.





24. Leasehold Improvements:




The leasehold improvements, fixtures, furnishings and equipment installed or placed in
or on the Leased Premises by or on behalf of Tenant, howsoever affixed (other than the
Building and its systems, and equipment, affixed thereto and forming part thereof), will be
the personal property of Tenant, during the Term and any renewal(s) or extension(s) thereof,
after which time same shall become the property of Landlord.




	25.	 	Restoration:






Subject to Sections -20-, -21- and -22-, Tenant shall not be responsible for the
restoration of the Leased Premises or the removal of any leasehold improvements, Tenant
cabling or wiring, in the Leased Premises, at the expiry or earlier termination of Tenant’s
lease.




	26.	 	Option to Extend:






If Tenant is not then in default (after notice of default has been provided and time to
remedy such default has passed) at the notice date or the renewal date of any covenants,
conditions and agreements herein reserved and contained and on the part of Tenant to be paid
and performed, Landlord will, upon Tenant’s request in



Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario






 Page 14 of 38









 









writing, given at least fifteen (15)
months and not more than twenty (20) months prior to the expiration of the lease Term, grant
to Tenant or its permitted assigns or transferees two (2) successive options to extend its
lease (on the same terms and conditions as Tenant’s lease with Landlord), each for a further
five (5) years, save and except that there shall be no further rights to extend and save and
except that the net rent during any extension period shall be mutually agreed upon between
the parties at least four (4) months prior to the expiry of the Term, and shall be based on
the then current fair market rent for the Leased Premises, taking into account that Tenant
is receiving no tenant inducements, no Landlord’s Work, and taking into consideration the
age of the leasehold improvements in the Leased Premises and premises similar to the Leased
Premises which are comparable in size, location, type, and condition, for
tenant’s leasing similar premises of a similar size and for a similar term. In the event
the Tenant does not exercise its Option to Extend, the Landlord shall have the right, during
the last fifteen (15) months of the Term, to show the Leased Premises to prospective third
party tenants upon reasonable notice to the Tenant during business hours and with a
representative of the Tenant in attendance.




In the event that a new net rent is not agreed upon at least four (4) months prior to the
expiry of the Term, the net rent for an extension period shall be settled by a single
arbitrator pursuant to the Arbitration Act, S.O. 1991 c.17 as amended or replaced, and shall
be equal to the then current market rent for the Leased Premises, taking into account that
Tenant is receiving no tenant inducements, no Landlord’s Work, and taking into consideration
the age of the leasehold improvements in the Leased Premises and premises similar to the
Leased Premises which are comparable in size, location, type, and condition, for tenant’s
leasing similar premises of a similar size and for a similar term. The expense of
arbitration shall be borne equally by Landlord and Tenant, except that each party shall be
responsible for its respective solicitor’s and experts’ fees and witnesses. It is
understood and agreed that the arbitrator shall be qualified by education, experience, and
training to make a decision on the matter being arbitrated.




	27.	 	Right of First Refusal:






In addition to the Tenant’s rights under Section -2- herein during the period
commencing upon acceptance of this Offer to Lease and throughout the Term and any renewal(s)
or extension(s) thereof (save and except with respect to the 12th



Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario






 Page 15 of 38









 









floor of the Building for
which the period shall commence on the date the Additional Premises have been determined
pursuant to Section 2.(b) hereof and only if the Additional Premises as so determined do not
consist of the 12th floor of the Building and shall continue throughout the balance of the
Term and any renewal(s) or extension(s) thereof), and subject to any rights in existence as
of August 29, 2005 in favour of tenants of the Building as of August 29, 2005 and the
respective successors and assigns of such tenants (which existing rights in favour of such
tenants have been disclosed to Tenant), Tenant shall, provided it is not in default, have an
ongoing right of first refusal to lease all or any part of
any office space that is located on the 12th through 18th floors in the Building to a
maximum of 35,396 square feet of Rentable Area (the “Right of First Refusal”).




During the period commencing upon acceptance of this Offer to Lease and during the Term of
Tenant’s lease with Landlord, or any renewal(s) or extensions thereof (save and except with
respect to the 12th floor of the Building for which the period shall commence on the date
the Additional Premises have been determined pursuant to Section 2.(b) hereof and only if
the Additional Premises as so determined do not consist of the 12th floor of the Building
and shall continue throughout the balance of the Term and any renewal(s) or extension(s)
thereof), if Landlord receives an acceptable written bona fide offer from an arm’s length
third party to lease all or any part of any office space that is located on the 12th through
18th floors in the Building, then Landlord will notify Tenant in writing of the terms of
such acceptable written offer to lease (the “Acceptable Offer to Lease”). Tenant shall have
five (5) business days from receipt of such notice to unconditionally exercise its Right of
First Refusal, in writing, delivered to Landlord, to lease that portion of the Building
covered by the Acceptable Offer to Lease on the same terms and conditions as provided for in
such offer, less any commissions. It is understood and agreed that the term of any space
leased under this Right of First Refusal will be coterminous with the Term for the Leased
Premises, and any renewal(s) or extension(s) thereof.




	28.	 	Parking:






Landlord shall make available to Tenant, upon 30 days written notice, underground
unreserved parking spaces located in the parking garage of the Building throughout the Term,
and any renewal(s), or extension(s) thereof, as is proportionate to the proportionate share
of the Leased Premises in the Building,



Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario






 Page 16 of 38









 









(ie. Rentable Area of the Leased Premises as it
exists from time to time divided by the Rentable Area of the Building (322,358 square feet),
which as of the Commencement Date will be 98 unreserved parking spaces), at a charge of
$185.00 per month per space, plus applicable taxes (increased each year by the percentage
increase in the Consumers Price Index, All Items for Toronto, as published by Statistics
Canada). Such rental shall be payable by Tenant to Landlord on the first day of each month
of the Term. Partial months’ rent owing shall be calculated and paid on a pro rated basis.
All such underground
unreserved parking spaces shall be made available to Tenant on a 24 hour, 7 day a week
basis.




	29.	 	Window Blinds:






Tenant shall have the right to replace Building standard window blinds in the Leased
Premises with a new style of window covering. Tenant shall provide details of such window
treatment to Landlord for its review and approval, such approval not to be unreasonably
withheld or delayed.




	30.	 	Sale and Demolition:






Landlord shall not have the right of early termination in the event of any sale,
redevelopment, renovation or demolition of the Building.




	31.	 	No Requirement to Occupy:






During the Term, Tenant shall be permitted to vacate all or a portion of the Leased
Premises. Should Tenant vacate the Leased Premises, it shall maintain all its financial
obligations, as if it were in occupancy. Tenant shall have the right to resume occupancy of
the Leased Premises at anytime without notice to Landlord.




	32.	 	Building Systems:






Landlord represents and warrants that the schedule attached hereto as Schedule “C”,
Building Systems Review, accurately represents the Building’s systems and improvements, as
of August 28, 2005, and Tenant can rely on such information.




	33.	 	Non Disturbance:






Within six (6) months after execution hereof, Landlord shall obtain a non-disturbance
agreement in writing from any existing mortgagee, trustee or bondholders, land lessor or
other person who has an interest in the Building or



Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario






 Page 17 of 38









 









lands on which it is situated. Such
non-disturbance agreement shall provide that, provided Tenant is not then in default of a
material covenant, Tenant shall be entitled to remain undisturbed in the possession of the
Leased Premises, subject to the terms and conditions of the Lease Form.




In addition, Tenant shall not postpone or subordinate its lease with Landlord to any
mortgagee, trustee or bondholders, land lessor or other person acquiring an interest in the
Building unless a non-disturbance provision is provided.




	34.	 	Defaults:






Tenant shall not be in default for non-payment of rent unless five (5) business days
have elapsed from Landlord giving written notice to Tenant for such non- payment. Tenant
shall not be in default of any covenant in its lease with Landlord, except for payment of
rent, if it has commenced and diligently proceeds to remedy such default within ten (10)
business days of notice thereof from the Landlord.




	35.	 	Force Majeure:






If either, the completion of Landlord’s Work is delayed beyond the Access Date, or the
completion of Tenant’s Work is delayed beyond the Commencement Date, for reason of strike,
lockout, labour troubles, inability to procure materials, failure of power, restrictive
governmental laws, riots, insurrection, war or other reason of a like nature not the fault
of the party delayed in performing work or doing acts under the terms of this Offer to
Lease, then the Commencement Date shall be delayed by until such time as the Tenant’s Work
is substantially completed, and all other applicable dates in Tenant’s lease with the
Landlord shall be adjusted accordingly.




	36.	 	Deposit:






The Tenant delivers herewith a cheque in the amount equal to the first months Net Rent,
Additional Rent and GST due under this Offer to Lease and the lease to be held by Avison
Young Commercial Real Estate (Ontario) Inc., in trust, in an interest bearing trust account
with all interest accruing to benefit of Tenant as a deposit for application on account of
the first months Net Rent, Additional Rent and GST due under this Offer to Lease and the
lease. The said deposit shall be refunded forthwith to the Tenant with accrued interest but
without deduction or abatement if this Offer to Lease is not accepted or the conditions set
out herein are not fulfilled.



Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario






 Page 18 of 38









 









	37.	 	Letter of Credit:






The Tenant agrees to take out and maintain within five (5) business days of
unconditional acceptance of this Offer until the later of thirty (30) days following
occupancy of the Leased Premises by the Tenant, or thirty (30) days after the Commencement
Date, an irrevocable Letter of Credit from a Schedule A Bank in the amount of two million
dollars ($2,000,000.00 CAD). This Letter of Credit shall be in the Landlord’s name, who
upon any non-payment of Net Rent and/or Additional Rent by the Tenant shall have the
unfettered right to draw down the amount of such non-payment under the Letter of Credit,
without prejudice to any other rights the Landlord may have under the Lease.




	38.	 	Financial Information:






Tenant acknowledges and agrees that commencing in the fiscal year 2006 it will provide,
at Landlord’s request from time to time, a copy of Tenant’s most recent annual financial
statements (such financial statements of Tenant to be substantially in the form reviewed by
Landlord in respect of Tenant’s year end December 2004) together with a letter from Tenant’s
parent’s Senior Vice-President, Controller certifying that such financial statements are
those used in the preparation of the consolidated financial statements of Tenant’s parent
company, Alliance Data Systems Corporation.




	39.	 	Landlord’s Conditions:






The agreement arising from the acceptance of this Offer to Lease is conditional for ten
(10) business days from date of such acceptance, for Landlord to obtain approval of the
terms and conditions of this Offer to Lease from Landlord’s executive committee and for
Landlord to complete agreements to relevant third party tenants in the Building on terms
satisfactory to Landlord, in its sole discretion.




Landlord will acknowledge the satisfaction or waiver of the aforesaid condition on or before
the due date provided above, in writing to Tenant. Failure to advise Tenant by 5:00 p.m.
(Eastern Standard Time Zone) on the due date will render this Offer to Lease null and void
and of no further force and effect. It is further
understood and agreed that the conditions contained herein are for the sole benefit of
Landlord and may only be waived by it.



Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario






 Page 19 of 38









 









	40.	 	Tenant’s Conditions:






The agreement arising from the acceptance of this Offer to Lease is conditional upon
the following conditions:




	 	a)	 	within ten (10) business days from the date of such acceptance, Tenant having
approved the tenant improvement manual governing the Building’s rules and regulations
for the coordination and construction of Tenant’s Work in the Building and the Leased
Premises which has been provided by the Landlord; and
	 
	 	b)	 	within ten (10) business days from date of such acceptance, that Tenant obtain
approval to the terms and conditions of this Offer to Lease from Tenant’s executive
committee.






Tenant will acknowledge the satisfaction or waiver of the aforesaid conditions on or before
the due date provided above, in writing to Landlord. Failure to advise Landlord by 5:00
p.m. (Eastern Standard Time Zone) on the due date will render this Offer to Lease null and
void and of no further force and effect. It is further understood and agreed that the
conditions contained herein are for the sole benefit of Tenant and may only be waived by it.




	41.	 	Lease Document:






Should this Offer to Lease be accepted, Landlord agrees to provide Tenant with the
Building’s standard form of office lease within five (5) business days after all conditions
contained herein have been waived or satisfied. This lease shall be completed in accordance
with the terms and provisions contained in this Offer to Lease, and amended or requested by
Tenant, acting reasonably. Tenant and Landlord covenant and agree to negotiate in good
faith and diligently pursue finalization and execution of the lease within fifteen (15)
business days from the date of receipt of the lease, as provided for above. If Landlord and
Tenant are unable to or should fail to negotiate and execute a lease prior to the
Commencement Date, this Offer to Lease shall, until the execution of a lease, constitute the
lease of the Leased Premises.



     42. Environmental:



Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario






 Page 20 of 38









 










Landlord covenants that as of the date hereof, and during the Term including all
renewals or extensions thereof, the Landlord shall not permit within the Leased Premises,
Building and all appurtenances thereto, any and all materials proscribed or banned pursuant
to environmental statutes, laws, orders, and regulations of competent jurisdiction, and that
should it be shown that the Building or Leased Premises (other than by virtue of Tenant’s
acts) contain any such material(s) beyond acceptable governmental levels, Landlord shall
forthwith remove same, or deal with same in accordance with all applicable laws, in good and
proper manner, in accordance with all proper procedures, and certify via independent
environmental engineers as to completion of same, all such work to be carried out by
Landlord at its sole cost, without reimbursement by Tenant. Except as specifically disclosed
herein, Landlord warrants that to the best of its knowledge and belief the Building or
Leased Premises contains no such material beyond acceptable governmental levels. This
covenant and all obligations in connection therewith shall be ongoing and shall bind
Landlord’s administrators, successors and assigns.




	43.	 	Notices:	 	 
	 
	 	 	
This Offer to Lease and all notices or other documents required or which may be given
under this Offer to Lease shall be in writing, duly signed by the party giving such notice
and transmitted by prepaid registered or certified mail, or telefax or delivered, addressed
as follows:
	 	 







	 	 	 
	      Landlord:

	 	592423 Ontario Inc.
	 

	 	C/o Lustig & Doo Group of Companies
	 

	 	161 Eglinton Avenue East,
	 

	 	Toronto, ON M4P 1J5
	 
	 	 
	 

	 	Attention:
	 
	 	 
	 

	 	Tel: (416) 593-6811
	 

	 	Fax: (416) 506-1306
	 
	 	 
	 

	 	With a copy to:






Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario






 Page 21 of 38









 










	 	 	 
	 

	 	Avison Young Commercial Real Estate (Ontario) Inc.
	 

	 	30 Eglinton Avenue West
	 

	 	Suite 740
	 

	 	Mississauga, Ontario
	 

	 	L5R 3E7
	 
	 	 
	 

	 	Attention: Mr. Martin Dockrill
	 
	 	 
	 

	 	Tel: (905) 712-2100
	 

	 	Fax: (905) 712-2937
	 
	 	 
	Tenant:

	 	Loyalty Management Group Canada Inc.
	 

	 	4110 Yonge Street
	 

	 	Suite 200
	 

	 	Toronto, Ontario
	 

	 	M2P 2B7
	 
	 	 
	 

	 	Attention: Mr. Michael Kline
	 

	 	               Senior Vice President, Legal Services and Secretary
	 
	 	 
	 

	 	Tel: (416) 416-228-6500
	 

	 	Fax: (416) 416-733-2876
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Avison Young Commercial Real Estate (Ontario) Inc.
	 

	 	150 York Street
	 

	 	Suite 900
	 

	 	Ontario, Ontario
	 

	 	M5H 3S5
	 
	 	 
	 

	 	Attention: Mr. Tim Hooton, and Mr. David Warren
	 
	 	 
	 

	 	Tel: (416) 955-0000
	 

	 	Fax: (416) 955-0724







Any notice or document so given shall be deemed to have been given at the time of personal
delivery. If transmitted by telefax, any notice or document shall be deemed to have been
received on the business day received if prior to 5:00 p.m. otherwise on the next business
day. Any party may from time to time by notice given as provided above, change its address
for the purpose of this paragraph.




Loyalty Management Group Canada Inc. – Offer to Lease

438 University Avenue, Toronto Ontario



 Page 22 of 38









 





	44.	 	Waiver:







	 	 	The parties to this agreement acknowledge that Avison Young Commercial Real Estate
(Ontario) Inc. has recommended that they obtain advice from their legal counsel prior to
signing this document. The parties further acknowledge that the information provided by
Avison Young Commercial Real Estate (Ontario) Inc. is not to be construed as expert legal or
tax advice and the parties are cautioned not to rely on any such information without seeking
specific legal or tax advice with respect to their unique circumstances.
	 
	45.	 	Confidentiality:
	 
	 	 	The parties hereto, without prior consent from the other, will not disclose to any
persons, with the exception of their respective retained advisors, either the fact that
discussions are taking place concerning a possible lease transaction, nor disclose any of
the terms, conditions or other facts with respect to any such possible transaction,
including the status thereof.
	 
	46.	 	General:






	 	a.) 	 	Time shall be of the essence of this Offer to Lease and each and every party
thereof.
	 
	 	b.)	 	 The agreement arising from acceptance of this Offer to Lease shall be governed
by and construed in accordance with the laws of the Province of Ontario, Canada.
	 
	 	c.)	 	 The agreement resulting from acceptance of this Offer to Lease shall not be
assigned by Tenant without the written consent of the Landlord, such consent not to
unreasonably withheld or delayed. If the Landlord assigns this Offer to Lease it shall
obtain, as a condition thereof, the written agreement of the assignee in favour of
Tenant whereby the assignee covenants and agrees to perform all of the Landlord’s
obligations under this Offer to Lease as if an original signatory hereto.
	 
	 	d.)	 	 The parties hereto acknowledge and agree that Avison Young Commercial Real
Estate (Ontario) Inc. has entered into an agency agreement with Tenant, by way of a
letter dated January 13, 2005, and represents the interests of Tenant and Landlord,
with their consent, as a dual agent for this transaction, as provided for in schedule
-“D”-, attached hereto.
	 
	 	e.)	 	 For the purpose of this Offer to Lease “business days” shall mean any days
except Saturdays, Sundays and statutory holidays.





Loyalty Management Group Canada Inc. – Offer to Lease

438 University Avenue, Toronto Ontario




Page 23 of 38





 









 









	 	f.)	 	 Both parties acknowledge that there are no representations, covenants,
agreements warranties, or conditions in any way relating to the subject matter of this
Offer to Lease, whether express or implied otherwise, except as set forth in this Offer
to Lease and the Schedules -A1-, -A2-, -B-, -C-, and -D- attached hereto.






	47.	 	Acceptance:
	 
	 	 	Landlord may accept this Offer to Lease by signing where indicated below, or by
telefaxing acceptance of this Offer to Lease to Avison Young Commercial Real Estate
(Ontario) Inc. (Toronto Office) (Telefax No. (416) 955-0724). This Offer to Lease shall be
open for acceptance until 5:00 p.m. Toronto time on the 4th day of November, 2005 after
which time, if not accepted, this Offer to Lease shall be null and void and the deposit and
accrued interest shall be returned forthwith to Tenant without deduction or abatement.





Dated at Toronto, this                      day of

                                        , 2005




	 	 	 	 	 	 	 
	Tenant:	 	 	 	Loyalty Management
Group Canada Inc.
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

	 	Authorized Signatory
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

	 	Authorized Signatory





We hereby accept this Offer to Lease and agree to be bound by the terms and conditions
contained herein.



DATED at                                                             , this                      day of                                         , 2005




	 	 	 	 	 	 	 
	Landlord:	 	 	 	592423 Ontario Inc.
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

	 	Authorized Signatory






Loyalty Management Group Canada Inc. – Offer to Lease

438 University Avenue, Toronto Ontario




Page 24 of 38











 






	 	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

	 	Authorized Signatory






Loyalty Management Group Canada Inc. — Offer to Lease

438 University Avenue, Toronto Ontario




Page 25 of 38






 









 









Schedule “A-1”

Typical floor plan for floors 2 to 11 at 438 University Avenue, Toronto, Ontario



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario










 









 









Schedule “A-2”

Floor plan for 12th floor, 438 University Avenue, Toronto, Ontario



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario











 









 








Schedule “B”

Landlord’s Work



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario



Landlord shall deliver the Leased Premises in base building condition for office space, at its
sole cost and expense, (the “Landlord’s Work”) which work shall include the following:





	1)	 	Removal and disposal of all furniture, equipment, and non load bearing partitioning, in the
Leased Premises including all common corridors, but excluding common corridors situated on the
2nd, 7th, and 11th floors in the Leased Premises.
	 
	2)	 	Notwithstanding the above, Tenant may require the non base building washrooms located on the
south end of the 8th, 9th, 10th and 11th floors of
the Leased Premises to be maintained, (the “Washrooms”). Landlord will provide Tenant with
written notice of the date in which a decision is required on whether the Washrooms are to be
removed. Upon receipt of Landlord’s notice, Tenant shall have ten (10) business days in which
to respond, requesting that the Washrooms be maintained. Should Landlord fail to receive
written notice confirming that the Washrooms be maintained, Landlord shall remove these
improvements from the Leased Premises, as provided for in paragraph 1 hereinabove.
	 
	3)	 	Remove and dispose of any and all existing floor coverings in the Leased Premises, and
elevator corridors (excluding granite in the elevator corridors), and repair any damaged floor
surface, to provide a smooth, level concrete floor in a state ready to receive Tenant’s floor
coverings.
	 
	4)	 	Remove any and all wall coverings from all base building walls, columns, and any remaining
common corridors in the Leased Premises excluding granite in the elevator corridors. All
base building walls and columns to be dry walled and sanded.
	 
	5)	 	Landlord to provide new ceiling tiles for a total of three (3) floors having an acoustic
rating of no less than .90 NRC. These tiles are to be stacked on palettes on the floors to be
installed. Notwithstanding anything contained hereinabove, all lay-in acoustical ceiling
tiles shall be of a consistent style, colour, and technical specification over each floor.
	 
	6)	 	Provide Building standard fluorescent lighting fixtures to provide no less than 500-lux of
light at desk height.




 









 











Schedule “B”

Landlord’s Work



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario





	7)	 	Remove and replace any damaged or inoperable suspended fluorescent light fixtures, including
any damaged, or inoperable balasts, or florescent light bulbs.
	 
	8)	 	Replace any damaged, stained, or discoloured light lenses with the same style and technical
specifications.
	 
	9)	 	Replace, or repair to new or like new quality, any damaged suspended T-Bar ceiling systems in
the Leased Premises.
	 
	10)	 	Building standard sprinkler and life safety systems suitable to provide coverage in
accordance with all applicable laws, codes, and by-laws, in existing condition.
	 
	 	 	Any additions to or modifications to the sprinkler system necessitated by Tenant’s layout
shall be at Tenant’s expense.
	 
	 	 	Notwithstanding anything contained herein, Landlord shall maintain all fire hose cabinets in
the Leased Premises that have been added to meet existing tenant’s layout distribution
requirements.
	 
	11)	 	Provide existing Building standard vertical window blinds to all exterior windows in the
Leased Premises. Replace any damaged, stained, discoloured, or inoperable window blinds, with
new Building standard office window blinds.
	 
	12)	 	Provide existing Building standard heating ventilation, and air conditioning (HVAC) systems
to the Leased Premises, with VAV control devices at a ratio of 1
unit for every 900 rentable sq. ft. per floor on the interior and every 300 rentable sq.ft.
on the perimeter and one for every corner (15’x15’).
	 
	 	 	Notwithstanding anything contained herein, Landlord shall not remove the supplemental
cooling system located and serving on the 4th floor of the Leased Premises and
leave all associated equipment for its operation.
	 
	13)	 	Repair or replace any damaged, or inoperable perimeter convector units, located in the Leased
Premises. Landlord to clean all perimeter convector units, at the appropriate time during
Tenant’s Work.




 









 











Schedule “B”

Landlord’s Work



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario





	14)	 	Provide a card access security system allowing card access to main exterior entrances to the
Building, and all passenger elevators serving the Leased Premises.
	 
	15)	 	Prior to turnover to Tenant, Landlord to clean all surfaces in the Leased Premises of dust
and debris.
	 
	16)	 	It is understood and
agreed that
Landlord shall
complete all
Landlord’s Work
outlined herein in
a good and workman
like manner, and
shall comply with
all municipal and
provincial by-laws
having jurisdiction
over the provision
of such work in the
Leased Premises.
Landlord
acknowledges that
the base building
standards set out
in this schedule
are relied upon by
Tenant, and as such
constitutes an
integral basis for
Tenant entering
into this Offer to
Lease.
Accordingly,
Landlord represents
and warrants that
the base building
will meet such
standards, and such
representation and
warranty will
survive this Offer
to Lease and the
resulting lease
agreement.




 









 











Schedule “C”

Buildings Systems



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Loyalty	 	 
	GENERAL	 	 	 	 	 	 	 	Requirement	 	438 University
	Design Conditions

	 	Outside
	 	Summer
	 	 	 	87°F DB
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	74oF WB
	 	Yes
	 

	 	 	 	Winter
	 	 	 	-10oF
	 	Yes
	 

	 	 	 	 	 	 	 	15 mph wind	 	 
	 

	 	Inside
	 	Summer
	 	 	 	75oF DB
	 	Yes
	 

	 	 	 	 	 	 	 	50 % RH
	 	Yes
	 

	 	 	 	Winter
	 	 	 	72oF DB
	 	Yes
	 

	 	 	 	 	 	 	 	30 % RH
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Noise
	 	General Office
	 	 	 	NC 35
	 	Yes, as experienced
	 

	 	 	 	Corridors
	 	 	 	NC 40
	 	Yes, as experienced
	 

	 	 	 	Storage Rooms
	 	 	 	NC 40
	 	Yes, as experienced
	 

	 	 	 	Exterior
	 	 	 	NC 45
	 	Yes, as experienced
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Outside Air Ventilation	 	 	 	20 cfm/person	 	26,000 cfm available to
Loyalty
	 
	 	 	 	 	 	 	 	 	 	 
	Controls
	 	 	 	 	 	 	 	 	 	 
	Central Energy Management System (CEMS):	 	 	 	Yes	 	Yes
	DDC control of mechanical equipment rooms:	 	 	 	Yes	 	Yes
	DDC control of VAV boxes and heating valves on floors:	 	 	 	Yes	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Fire Protection systems:	 	 	 	Yes	 	Yes
	Design to NFPA 13:	 	 	 	Yes	 	Yes
	IAO Standards:	 	 	 	No	 	No
	FM Standards:	 	 	 	No	 	No
	Fire hose cabinets:	 	 	 	Yes	 	Yes, 100 ft hose length
	Capped Connections for Future	 	 	 	2 @ 4”	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Building Envelope	 	 	 	 	 	 
	Glass height (m.):	 	 	 	Specify	 	Reviewed as acceptable
	Glazing shading factor:	 	 	 	Specify	 	Reviewed as acceptable
	Glazing U factor:	 	 	 	Specify	 	Reviewed as acceptable
	Interior Shading:	 	 	 	Yes	 	 
	Wall U factor:	 	 	 	£ 0.05	 	Reviewed as acceptable
	 
	 	 	 	 	 	 	 	 	 	 
	Hours of Operation	 	 	 	 	 	 
	Base	 	 	 	7am-7pm M-F	 	Yes, cost, to be reflected
in Additional Rent
	Call centre	 	 	 	8am-12am M-F

 9am-6pm Sat.	 	Yes, VFD required on
ventilation unit, at
Tenant’s cost
	Supplementary Systems	 	 	 	24/7	 	Yes, but may need to be
	 

	 	 	 	 	 	 	 	 	 	supplemented, at Tenant’s
cost
	Security	 	 	 	24/7	 	Yes






 









 






Schedule “C”

Buildings Systems



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Loyalty	 	 
	Amenities	 	 	 	 	 	 	 	Requirement	 	438 University
	Handsfree egress from washrooms	 	 	 	Yes	 	No, not a necessity
	Barrier Free Fixtures:	 	 	 	Yes	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Washroom floor drains:	 	 	 	Yes	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Water closets (American Standard or equal):	 	 	 	Wall hung	 	Yes
	Flush Valves (Sloan or equal):	 	 	 	Standard (typ.)	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Urinals (American Standard or equal):	 	 	 	Wall	 	Yes
	Flush Valves(Sloan or equal):	 	 	 	Electronic	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Lavatories (American Standard or equal):	 	 	 	China	 	Yes
	Faucet (Sloan or equal):	 	 	 	Electronic	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Soap dispensers:	 	 	 	Individual	 	Yes, hands free
	 
	 	 	 	 	 	 	 	 	 	 
	Janitor’s sink/closet:	 	 	 	Yes	 	No, not a necessity
	 
	 	 	 	 	 	 	 	 	 	 
	Domestic hot water supply:	 	 	 	£ 10 seconds	 	No, mixed temp water
	 
	 	 	 	 	 	 	 	 	 	 
	Future Tenant requirements	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Capped connections for sanitary drain and vent for future:	 	per floor	 	2@4” drain

2@2” vent 	 	No, available in the core.

at Tenant’s cost
	 
	Capped connection for domestic cold water for future:	 	per floor	 	2@1”	 	Yes
	Capped connection for washroom exhaust:	 	per floor	 	2x150 cfm	 	Yes, part of central system
	Connection for general exhaust	 	per floor	 	3 600 cfm	 	 






 









 






Schedule ”C”

Buildings Systems



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario




	 	 	 	 	 
	 	 	Loyalty	 	 
	Air handling type	 	Requirement	 	438 University
	 	 	 	 	 
	Compartmentalized Systems
	 	Yes	 	Yes
	 
	 	Fan HP	 	20
	Volume Control (type)
	 	VSD	 	VIV acceptable
	Control zone, perimeter
	 	30 ft. bays	 	20ft bay, better
	Control zone, corners
	 	Yes	 	Yes
	Control zone, interior (max.)
	 	900 sq.ft.	 	Yes
	 
	 	 	 	 
	Air Distribution:
	 	 	 	 
	Interior:
	 	Light Troffers	 	Yes
	Perimeter:
	 	Linear Slot Light	 	No, not a necessity
	Return Air:
	 	Fixtures	 	Yes
	 
	 	 	 	 
	Heating System
	 	 	 	 
	Control Zones
	 	Match airside	 	Yes
	 
	 	 	 	 
	Cooling System :
	 	 	 	 
	Diversity factor on lights/equipment/people
	 	Specify	 	90%
	Chilled water
	 	Yes	 	Yes
	Type of refrigerant
	 	Specify	 	R-11, will need to be changed
	Minimum efficiency kW/ton
	 	£ 0.60	 	.64 kW/ton, acceptable
	Cooling Tower Type
	 	Specify	 	BAC Induced Draft
	Winter free cooling
	 	Yes	 	Yes
	 
	 	 	 	 
	Supplementary Condenser Water System – Existing
	 	Yes	 	Yes, previous tenant have small system in place
	or Space Available
	 	 	 	 
	 
	 	 	 	 
	Humidification
	 	Specify	 	Electronic Bottle, acceptable
	 
	 	 	 	 
	Harmonics
	 	 	 	 
	Landlord’s equipment are to meet IEEE 519
(variable speed drives etc.)
	 	IEEE 519	 	No, not a necessity
	 
	 	 	 	 
	Life Safety
	 	 	 	 
	Fire Alarm to meet Code requirements.
	 	Yes	 	Yes
	Lighting for emergency egress
	 	Yes	 	Yes
	 
	 	 	 	 
	Wiring/Cabling
	 	 	 	 
	Perimeter chase integrated with perimeter heating
	 	Yes	 	No, not a necessity
	Core drill through slab from floor below
	 	Yes	 	Yes
	Raised Floor/ Floor duct
	 	Yes	 	No, not a necessity






 









 





Schedule “C”

Buildings Systems



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario





	 	 	 	 	 
	General Office Design Criteria	 	Loyalty	 	 
	(approx. 140,000 sq. ft.)	 	requirement	 	438 University
	People (sq.ft./ person):
	 	150	 	Yes
	Minimum lighting loads (watts/sq.ft.):
	 	1.7	 	1.25
	Provision for office equipment (watts/sq.ft.):
	 	2.0	 	2.75
	Provision for supplementary cooling (watts/sq.ft.):
	 	2.0	 	No
	 
	 	 	 	 
	Fire Protection
	 	 	 	 
	 
	 	 	 	 
	Sprinkler Hazard
	 	Light	 	Per Code, acceptable
	Sprinkler Head Spacing
	 	15’ x 15’	 	Per Code, acceptable
	Electrical/communication rooms
	 	Wet w/screens	 	Per Code, acceptable
	 
	 	 	 	 
	Electrical
	 	 	 	 
	Illumination Level – General
	 	500 lux	 	Yes
	Illumination Level — VDT Environment
	 	400 lux	 	No, not a necessity
	Deep cell Parabolic louvers required (100mm)
	 	Yes	 	Can not accommodate
	T-Bar Ceiling
	 	Yes	 	Yes
	Size of T-Bar grid system
	 	Specify	 	500mm x 1500mm
	Light fixtures to utilized for air handling
	 	Yes	 	Yes
	Low Voltage Lighting Control required
	 	Yes	 	Yes
	Low Voltage Lighting Control zones
	 	1 per 3000 sq. ft.	 	Zone to be specified by tenant
	Type of lighting connections (hard wired /quick connect)
	 	Specify	 	Quick Connect
	Lighting Voltage(s)
	 	Specify	 	347V
	Secondary Voltages
	 	600 and 120/208	 	Yes
	Electrical Room on Each Floor
	 	Yes - quantity	 	1
	Number of Electrical Risers
	 	Specify	 	1
	 
	 	 	 	 
	Voice and Data
	 	 	 	 
	Cable tray ring main
	 	Yes	 	No, not a necessity
	Risers between floors
	 	4 @ 4”	 	1 spare
	Number of Communications Risers
	 	Specify	 	12






 









 





Schedule “C”

Buildings Systems



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario





	 	 	 	 	 
	Call Center Criteria	 	Loyalty	 	 
	(approx. 25,000 sq.ft current)	 	requirement	 	438 University
	(approx. 15,000 sq.ft. future additional)	 	 	 	 
	People (sq.ft./ person):
	 	100	 	Will accommodate
	Minimum lighting loads (watts/sq.ft.):
	 	1.7	 	1.25
	Provision for office equipment (watts/sq.ft.):
	 	1.5	 	2.75
	Provision for supplementary cooling (watts/sq.ft.):
	 	2.0	 	No
	 
	 	 	 	 
	Fire Protection
	 	 	 	 
	Sprinkler Hazard
	 	Light	 	Per Code, acceptable
	Sprinkler Head Spacing
	 	15’ x 15’	 	Per Code, acceptable
	Electrical/communication rooms
	 	Wet w/screens	 	Per Code, acceptable
	 
	 	 	 	 
	Electrical
	 	 	 	 
	Illumination Level – General
	 	500 lux	 	Yes
	Illumination Level — VDT Environment
	 	400 lux	 	No, not a necessity
	Deep cell Parabolic louvers required (100mm)
	 	Yes	 	Can not accommodate
	T-Bar Ceiling
	 	Yes	 	Yes
	Size of T-Bar grid system
	 	Specify	 	500mm x 1500mm
	Light fixtures to utilized for air handling
	 	Yes	 	Yes
	Low Voltage Lighting Control required
	 	Yes	 	Yes
	Low Voltage Lighting Control zones
	 	1 per 3000 sq. ft.	 	Zone to be specified by tenant
	Type of lighting connections (hard wired /quick connect)
	 	Specify	 	Quick Connect
	Lighting Voltage(s)
	 	Specify	 	347V
	Secondary Voltages
	 	600 and 120/208	 	Yes
	Special Grounding Req’d
	 	No	 	 
	Electrical Room on Each Floor
	 	Yes - quantity	 	Yes
	 
	 	 	 	 
	Voice and Data
	 	 	 	 
	Cable tray ring main
	 	Yes	 	No, no a necessity
	Risers between floors
	 	4 @ 4”	 	1 spare
	Number of Communications Risers
	 	Specify	 	Not provided






 









 






Schedule “C”

Buildings Systems



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario





	 	 	 	 	 
	Emergency Power	 	Loyalty	 	 
	 	 	Requirement	 	438 University
	Space only for:
	 	 	 	 
	Dedicated Diesel for critical areas and equipment
	 	1 @ 300 kW	 	Yes, on roof only, structural implications, at Tenant's cost
	Fuel Tanks
	 	1 @ 1000 usgal	 	Yes, in parking area, at Tenant's cost
	UPS (1 module redundant)
	 	1 at 125 KVA	 	Will accommodate, at Tenant's cost
	Batteries
	 	20 minutes	 	Will accommodate, at Tenant's cost
	High Voltage Switchgear and transformers for call centre only.
	 	Yes	 	Will accommodate, at Tenant’s cost
	Low Voltage Switchgear dedicated for call centre
	 	Yes	 	Will accommodate, at Tenant’s cost
	Supplementary condenser water system for server room (PBX) and critical staff
	 	Yes	 	Will accommodate, at Tenant’s cost
	Call center equipment including printing machines
	 	Yes	 	Will accommodate, at Tenant’s cost
	 
	 	 	 	 
	Other Systems on Base Building Emergency Power
	 	 	 	 
	Ground water sump pumps:
	 	If Required	 	No
	BMS (UPS power):
	 	Yes	 	Yes
	Domestic Water Booster Pumps:
	 	Yes	 	Yes
	Electric Tracing:
	 	if applicable	 	Yes
	 
	 	 	 	 
	Site Issues
	 	 	 	 
	Lightning Protection Required
	 	Yes	 	Yes
	Under ground duct banks for Bell (# of separate building
entrances)
	 	Yes	 	1
	Under ground duct banks for Hydro (# of separate building
entrances)
	 	Yes	 	1
	Redundant risers (2 sets of 4 x 4 inch conduits) to different
carriers
	 	Yes	 	No, not a necessity
	Redundant/dedicated high voltage feeders to different
transformer sub-stations
	 	Yes	 	No, not a necessity
	Ensure Electro Magnetic Fields (EMF) are below 20 milligauss
– measured
	 	Yes	 	Yes
	Elevators available for emergency usage during outage
	 	Yes	 	Yes






 









 








Schedule “C”

Buildings Systems



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario




	 	 	 	 	 
	 	 	Loyalty	 	 
	Security	 	Requirement	 	438 University
	Vendor
	 	Specify	 	ADT
	Swipe or proximity
	 	Yes	 	Yes
	Extent
	 	 	 	 
	Main lobbies
	 	Yes	 	Yes
	Elevators
	 	Yes	 	Yes
	Individual floors
	 	Yes	 	Will accommodate, at Tenant's cost







 









 








Schedule “D”

Dual Agency Agreement



Attached to and forming part of the Offer to Lease between Loyalty Management Group Canada Inc.
(the “Tenant”) and 592423 Ontario Inc. (the “Landlord”) for Leased Premises located at municipally
at 438 University Avenue, Toronto Ontario




	 	 	 
	Tenant:

	 	Loyalty Management Group Canada Inc.
	Landlord:

	 	592423 Ontario Inc.
	Listing Broker:

	 	Avison Young Commercial Real Estate (Ontario) Inc., listing broker for 438
	University

	 	     Avenue, Toronto Ontario, (the “Building”)





Listing Broker has entered into an agency agreement with Tenant by way of a letter dated January
13th, 2005, and represents the interests of Landlord and Tenant, with their consent, as
a dual agent in respect to Tenant’s lease of premises at the Building. Listing Broker must be
impartial and equally protect the interests of Landlord and Tenant in this transaction. Listing
Broker has a duty of full disclosure to both Landlord and Tenant, including a requirement to
disclose all factual information about the Building. However, Listing Broker shall not disclose:





	1.	 	That Landlord may or will accept less than the listed price, unless otherwise instructed in
writing by Landlord;






	2.	 	That Tenant may or will pay more than the offered price, unless otherwise instructed in
writing by Tenant;






	3.	 	The motivation of or personal information about Landlord or Tenant, unless otherwise
instructed in writing by the party to which the information applies, or unless failure to
disclose would constitute fraudulent, unlawful or unethical practice;





4. The price Tenant should offer or the price Landlord should accept; and





	5.	 	Listing Broker shall not disclose to Tenant the terms of any other offer for premises in the
Building.




However, it is understood that factual market information about comparable properties and
information known to Listing Broker concerning potential uses for the property will be disclosed to
both Landlord and Tenant to assist them to come to their own conclusions.



Dated at Toronto, this 12th day of September, 2005




	 	 	 	 	 	 	 
	Tenant:	 	Loyalty Management Group Canada Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






Dated at ________________________, this _____ day of________, 2005




	 	 	 	 	 	 	 
	Landlord:	 	592423 Ontario Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






Dated at ________________________, this _____ day of________, 2005




	 	 	 	 	 	 	 
	Listing Broker:	 	Avison Young Commercial Real Estate (Ontario) Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory