lease dated as of august 1, 1998



 



EXHIBIT 4.8



     AGREEMENT OF LEASE entered into at the City of Montréal, Province of Québec,
dated for reference as of August 1, 1998.



	 	 	 
	BETWEEN:	 	
WPBI PROPERTY MANAGEMENT INC., a company duly incorporated
under the laws of Canada, having its registered office at 600 de
Maisonneuve O., Suite 2600, Montreal, Quebec H3A 3J2, herein
acting on behalf of the owners of the property and represented by
Irene Papavasil and Richard Hylands, both duly authorised as they
respectively declare,
	 	 	 
	 	 	
hereinafter called the “Lessor”
	 	 	 
	AND:	 	
MICROCELL TELECOMMUNICATIONS INC., a company duly incorporated
under the laws of Canada, having its principal place of business
at 1250 René-Lévesque Boulevard West, Suite 400, Montreal, Quebec,
H3B 4W8, herein acting and represented by Alain Rhéaume, duly
authorised as he so declares,
	 	 	 
	 	 	
hereinafter called the “Lessee”



1     NATURE OF LEASE


1.1     INTRODUCTION


Subject to the terms and conditions set forth in this agreement (hereinafter
called the “Lease”), the Lease shall be net to the Lessor. Therefore, the
Lessor shall not be responsible during the Term for costs, charges, expenses,
taxes or disbursements of any nature whatsoever related to the Premises, their
use, occupation, contents or business transacted therein or therefrom, save as
otherwise expressly provided herein


2     DESCRIPTION OF PREMISES


2.1     LOCATION AND SQUARE FOOTAGE


The Lessor hereby leases to the Lessee certain space with a Usable Area (as
defined in Section 42.28) of 210,492 square feet and a Rentable Area (as
defined in Section 42.23) of 242,065.80 square feet, the whole as shown
outlined on the plans attached hereto as Schedules “A”, “A-1” and “A-2”
(hereinafter referred to as the “Premises”). The Usable Area has been measured
and finalised by Lessor’s architect in accordance with BOMA standards for
office space measurements and the Rentable Area was arrived at in conformity
with the parties agreement by adding thereto 15% of such Usable Area, to
account for the Lessee’s use and enjoyment of the Floor Common Areas and the
Building Common Areas, and any amount payable on a per square foot basis shall
be calculated accordingly. Included in the part of the Premises located on
Floor A of the Building is a corridor containing a Usable Area of 2,518 square
feet (the “E/W Corridor”)


The Premises comprise separate areas as indicated on the plans attached as
Schedules “A”, “A-1” and “A-2” as follows:



	 	q	 	the CNX area, being Area “E” on Schedule “A”,
comprising a Usable Area of 66,737 square feet and a Rentable
Area of 76,747.55 square feet, (it is understood that said
area comprises both the initial CNX area of approximately
43,250 of Usable Area and the Additional CNX Space of
approximately 23,487 of Usable Area);



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	 	q	 	the Solutions Call Center area (identified in the
Offer having preceded this Lease as the “CSR Premises”),
being Area “F” on Schedule “A”, comprising a Usable Area of
54,389 square feet and a Rentable Area of 62,547.35 square
feet;
	 
	 	q	 	the Solutions Expansion area, being Area “G” on
Schedule “A”, comprising a Usable Area of 32,028 square feet
and a Rentable Area of 36,832.20 square feet;
	 
	 	q	 	the Technical Space, being Area “I” on Schedule “A”,
comprising a Usable Area of 8,242 square feet and a Rentable
Area of 9,487.30 square feet;
	 
	 	q	 	the Storage Area, being Area “H” on Schedule “A”,
comprising a Usable Area of 1,979 square feet and a Rentable
Area of 2,275.85 square feet;
	 
	 	q	 	the Garage area, being the area shown on Schedule
“A-2”, comprising a Usable Area of 1,363 square feet. and a
Rentable Area of 1,567; and
	 
	 	q	 	the 2nd CSR Space, on Floor “B”, being Area “A” on
Schedule “A-1”, comprising a Usable Area of approximately 45,
754 square feet and a Rentable Area of 52,617.10 square feet.



3     TERM


3.1     TERM


The term of this Lease (hereinafter called the “Term”) shall commence as of the
1st day of February 1999 and shall end at 12:00 noon on the 31st day of January
2010 (hereinafter referred to as the “Expiration Date”) unless sooner
terminated under the provisions of this Lease. The foregoing Expiration Date
shall apply to all portions of the Premises. However, the following specific
commencement dates shall apply notwithstanding the above:



	 	q	 	June 1, 1999 for the area known as the Solutions
Expansion area (i.e. Area “G” on Schedule “A”);
	 
	 	q	 	June 1, 1999 for the approximately 23,487 square feet
of Usable Area portion of the CNX area (known as the
Additional CNX Space) marked on the floor plan attached
hereto as Schedule “A”;
	 
	 	q	 	February 1st, 2000 for the 2nd CSR Space on Schedule
“A-1” (the aforesaid date is based on the Lessor delivering
such area with the demolition, the floor levelling and the
window installation completed on or before December 17th,
1999, failing which such commencement date shall be delayed
by the same number of days’ delay in Lessor delivering such
area).



4     FIXTURING PERIODS


4.1     TECHNICAL SPACE-AREA


The Lessee shall have the right to occupy the portion of the Premises referred
to as the Technical Space area I in Schedule “A” as of August 10, 1998 for the
purpose of fixturing those premises. It is understood that by August 10, 1998
the Lessor shall have completed the demolition of the area to be occupied by
the said Technical Space and the area will have a floor suitable to receive a
raised floor for standard computer installations.


4.2     SOLUTIONS CALL CENTER-AREA F


The Lessee shall have the right to occupy the portion of the Premises referred
to as the Solutions Call Center-Area F in Schedule “A” and the initial CNX
Space (i.e. the portion of the Premises referred to as the CNX-Area E in
Schedule “A” less the area known as the Additional CNX marked on Schedule A-2)
as of October 2, 1998, for the purpose of planning and fixturing those
premises. It is understood that the Lessor and the Lessee shall work together
to plan and to complete the base building work outlined in Schedule “C” at the
same time that the Lessee completes its leasehold improvements to the Premises.
Both parties will work together with the objective of giving final occupancy
of the Solutions Call Center and the said CNX areas to the Lessee on November
15, 1998.


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4.3     SOLUTIONS EXPANSION-AREA G


The Lessee shall have the right to occupy the portion of the Premises referred
to as the Solutions Expansion-Area G in Schedule “A” as of May 15, 1999, for
the purpose of planning and fixturing those premises. It is understood that
the Lessor and the Lessee shall work together to plan and to complete the base
building work outlined in Schedule “C” at the same time that the Lessee
completes its leasehold improvements to the Premises. Lessee shall assume half
the cost of any corridors needed to meet laws, regulations, by-laws, rulings or
other specifications required by appropriate governmental authority.


4.4     ADDITIONAL CNX SPACE AREA


The Lessee shall have the right to occupy the portion of the Premises
comprising approximately 23,487 of Usable Area. referred to as the Additional
CNX Space area in Schedule “A-2” as of April 1, 1999, for the purpose of
planning and fixturing those premises. It is understood that the Lessor and
the Lessee shall work together to plan and to complete the base building work
outlined in Schedule “C” at the same time that the Lessee completes its
leasehold improvements to the Premises.


In addition to the foregoing, the Lessor, at its cost, shall deliver the
Additional CNX Space to the Lessee in the following condition by June 1, 1999:



	 	q	 	The floor slab levelled and smooth, ready to
receive carpet, the parties hereby acknowledging same had
been completed at the time of the execution hereof
	 
	 	q	 	before June 1st, 1999, Lessor will have installed
new white heating units to replace the existing ones along
the St-Antoine street side border of the Additional CNX
Space
	 
	 	q	 	The lobby of the freight elevators shall be
cleaned, painted and with a new floor finish
	 
	 	q	 	In addition, the Lessor will provide and install
battery operated infrared detectors in all men’s urinals
in all washrooms located on Level A.
	 
	 	q	 	A clear path shall be painted on the floor slab
and the path shall be illuminated (in lieu and until such
time that a full corridor is built) in such a way that
deliveries arriving at the freight elevator can easily
find their way to the Additional CNX Space as well as to
the corridor running East / West in the middle of the
floor
	 
	 	q	 	A wall will be constructed to separate a shower
room from the larger proposed room
	 
	 	q	 	In addition, the Lessor shall renovate the
bathroom located in the corner of St-Antoine & Mansfield
on Floor A to a similar standard as the other bathroom on
the south-east corner of Floor A.
	 



	 	All costs incurred for these specific items shall be borne
completely by the Lessor and shall not be paid for from the
base building budget of $13.00 per square foot of Rentable Area
or the leasehold improvement budget of $26.85 per square foot
of Usable Area nor shall they be included in the Operating
Expenses.



4.5     2ND CSR SPACE


The Lessee shall have the right to occupy the area on Floor “B” known as the
2nd CSR Space comprising approximately 45,000 square feet of Usable Area
referred to on the floor plan attached as Schedule “A-1” hereto on or before
October 1st, 1999, for the purpose of planning and fixturing those premises.
It is understood that the Lessor and the Lessee shall work together to plan and
to complete the base building work outlined in Schedule “C” at the same time
that the Lessee completes its leasehold improvements to the said 2nd CSR Space.
Both parties will work together with the objective of giving final occupancy
of the said 2nd CSR Space to the Lessee on or before February 1st, 2000. All
of the following work to be completed by Lessor no later than December 17 h,at
its cost and not to be included as part of base building budget:


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	 	q	 	the floor slab levelled and smooth, ready to receive carpet,
	 
	 	q	 	all windows on the North side of the Building to be installed.



The demolition of all partitions and other structural elements to be done
during the same period by the Lessor as part of the base building budget for
that space. The parties shall also discuss in good faith the installation of
the internal staircase so that the installation thereof shall commence during
the same period mentioned above.


4.6     PAYMENTS DURING FIXTURING PERIODS


During said fixturing periods and up to the commencement date for each
respective space, the Lessee shall not pay for any Minimum Rent, Operating
Expenses or Real Estate Taxes. However the Lessee shall pay for any utilities
consumed, including electricity and chilled water within the Premises, and the
Lessee shall carry all required insurance.


5     EARLY OCCUPANCY


5.1     DATES OF OCCUPANCY


The Lessee shall take occupancy for purposes of carrying on its business, as of
September 7th, 1998 for the Technical Space and as of November 15, 1998 for the
Solutions Call Center-Area F on Schedule A and the original CNX (i.e. Area E on
Schedule A less the Additional CNX Space on Schedule A-2), the whole upon the
understanding that if the space in question is ready sooner then the Lessee
will have access accordingly.


5.2     PAYMENTS DURING FIXTURING PERIODS


During this early occupancy period and until the applicable commencement date,
the Lessee shall pay for its consumption of utilities, including electricity
and chilled water, and janitorial services and carry all required insurance and
abide by all other terms and conditions of the Lease to be signed by both
parties, except payment of Minimum Rent, Lessee’s Proportionate Share of Real
Estate Taxes and the Operating Expenses Charge.


5.3     OCCUPATION OF PREMISES


During the Term, the Lessee shall not be required to physically occupy the
Premises or any part thereof but will respect all other terms and conditions of
the Lease.


6     BASE BUILDING PLANS AND BASE BUILDING BUDGET


6.1     PLANS


All architectural, plans related to the work to be performed by the Lessor to
the base building and their revision (hereinafter referred to as the “Base
Building Plans”) shall be provided by the Lessor at the Lessor’s cost. The
mechanical, plumbing, and electrical drawings for the base building work shall
be done by the applicable sub-trades and the cost thereof shall thereby form
part of the Base Building. All Base Building Plans are subject to Lessee’s and
Lessor’s written approval, which approval shall not be delayed or refused for
more than five days. For clarification purposes, the major components of the
Base Building budget are described in Schedule “C” herewith attached, (such
components hereinafter referred to as the “Base Building”). It is agreed
that the Tenant shall have no say or approval right of any kind with respect to
any work to be done in connection with the exterior of the Building.


6.2     BASE BUILDING COSTS


Lessor’s share of the cost of the Base Building work described in Schedule “C”,
shall be up to


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thirteen dollars ($13.00) per square foot of Rentable Area whether leased
initially or subsequently via an expansion. Any amount attributable to the
Goods and Services Tax or to any other similar tax shall be added to the Base
Building budget and paid by the Lessor. Any additional base building costs
over and above the Base Building budget shall be borne by the Lessee and shall
include a 5% coordination fee to the Lessor for supervision on this additional
work. It is agreed that the said excess costs, if any, shall be withheld by
Lessor and setoff against amounts payable by it as part of the Leasehold
Improvement Allowance contemplated in section 7.


6.3     SPECIFIC REQUIREMENTS


The parties acknowledge that the Base Building is to be constructed and
modified to meet the specific requirements of the Lessee and shall be paid for
with the Base Building budget.


6.4     COOPERATION


It is acknowledged that due to the specialized nature of the operations and of
the tight schedule, the Lessor and the Lessee shall cooperate and consult with
each other in respect of the schedule, the budgets and the plans.


6.5     BUDGETS


Before performing any of the construction work involved, Lessee’s contractor
shall present to the Lessee budget estimates for the work to be carried out and
the Lessee shall approve, or not approve, such costs. The budget for the Base
Building work shall not be used to pay for any costs incurred on behalf of the
Lessee or on the Lessor’s behalf unless the Lessee has specifically authorized
such expenditure with his written signature.


6.6     PERMITS


It is agreed between the Lessee and the Lessor that the cost of the
construction permit, the cost of utilities during the construction, the cost of
insurance during construction, architects and/or engineering costs (other than
plans prepared by sub-trades) as they relate to the Base Building shall be paid
by the Landlord and shall not be paid for from the budget for Base Building
work or the Improvement Budget.


6.7     COSTS TO BE MINIMIZED


The Lessee and the Lessor shall co-ordinate the construction of the Base
Building in such a manner as to minimize the costs and maximize the utilization
of the Base Building budget.


6.8     BASE BUILDING BUDGET FOR
2ND CSR SPACE


It is agreed that the Base Building budget described in Schedule “C” which must
be completed for the 2nd CSR Space is estimated at an amount of approximately
TWENTY DOLLARS (20.00$) per square foot of Rentable Area which will need to be
set aside for such expenditure in 1999, it being understood that said amount of
$20.00 excludes the cost of floor preparation and changes to the exterior of
the Building but does include the cost of demolition of interior space and the
Lessor’s contribution shall be equivalent to the amount indicated in section
6.2, with the excess being for Lessee’s account.


6.9     REMAINING AMOUNTS


Upon completion of each build-out contemplated by this Lease, any amount set in
the Base Building budget which is not spent once the build-out is completed
shall, at Lessee’s option, either be a] added to the Leasehold Improvement
Allowance described in section 7 or b]deducted


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from the Minimum Rent using a 9% discount factor applied on a per square foot
basis to the area for which it applies.


7     TENANT IMPROVEMENT ALLOWANCE


7.1     AMOUNT OF ALLOWANCE


The Lessor shall assume a cash allowance of up to $26.85 (or such allowance
amounts as otherwise provided) per square foot of Usable Area of premises
(hereinafter referred to as both the “Improvement Budget” and “Leasehold
Improvement Allowance”) for the cost of the Lessee’s Leasehold Improvements to
be made to the Premises by or for the account of the Lessee. Any amount
attributable to the Goods and Services Tax or to any other similar tax shall be
added to the Improvement Budget and paid by the Lessor. Any additional Lessee
improvement costs over and above the Improvement Budget shall be borne by the
Lessee. It is agreed that the Leasehold Improvement Allowance shall be used
exclusively for fixed leasehold improvements (including engineering and related
soft costs associated therewith) made to the Premises and shall not be utilized
to purchase or install non-fixed or moveable improvements, furniture, equipment
and fixtures. Payment of the Leasehold Improvement Allowance for each
completed phase shall be made subject to setoff against same for any excess
costs contemplated in section 6.2 together with any shortfalls contemplated in
section 6.9 and shall also be conditional upon the Lessor having received all
applicable signed leases from Lessee, proof of payment of all invoices by
Lessee, estoppel certificates from all applicable contractors and suppliers,
and a legal opinion to the effect that all periods for the valid registration
or enforcement of legal hypothecs and related liens or rights against the
Building stemming from this transaction have expired.


7.2     PLANS


All electrical, mechanical and plumbing plans related to the Lessee’s
improvements are subject to Lessor’s & Lessee’s written approval, which
approval shall not be unreasonably refused or delayed for more than five days.


7.3     COOPERATION


It is acknowledged that due to the specialized nature of the operations and of
the tight schedule, the Lessor and the Lessee shall cooperate and consult with
each other in respect of the Improvement Budget, the plans and the schedule.


7.4     BUDGET ESTIMATE


Before performing any of the construction work involved, Lessee’s contractor
shall prepare budget estimates for the work to be carried out and the Lessee
shall approve such cost. The Improvement Budget shall not be used to pay for
any costs incurred on behalf of the Lessee or on the Lessor’s behalf unless the
Lessee has specifically authorized such expenditure with his written signature.


7.5     COSTS TO BE MINIMIZED


The Lessee shall co-ordinate the construction of the Leasehold Improvements in
such a manner as to minimize their costs and maximize the utilization of the
Improvement Budget. However the Lessee will respect codes and industry norms
for quality.


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7.6     REMAINING AMOUNTS


In the event that the entire amount set in the Improvement Budget is not spent
once the project is completed, then such amount shall be deducted from the
Minimum Rent using a 9% discount factor applied on a per square foot basis to
the area for which it applies.


8     RENT


8.1     MINIMUM RENT


The Lessee shall pay to the Lessor during the Term, without demand, notice,
setoff, compensation or deduction of any nature whatsoever, at the Lessor’s
office or such other place in Canada as may be designated by the Lessor in
writing to the Lessee, in lawful money of Canada, an annual minimum rent
(hereinafter called the “Minimum Rent”) as follows:



	 	 	 	8.1.1     First five year period
	 
	 	 	 	For the period commencing February 1, 1999 and terminating January 31,
2005, NINE DOLLARS AND FIFTY CENTS ($9.50) per square foot of Rentable
Area per annum, payable in advance in equal, consecutive, monthly
installments on the first day of each month;
	 
	 	 	 	8.1.2     Second five year period
	 
	 	 	 	For the period commencing February 1, 2005 and terminating January 31,
2010, TEN DOLLARS AND FIFTY CENTS ($10.50) per square foot of Rentable
Area per annum, payable in advance in equal, consecutive, monthly
instalments on the first day of each month.
	 
	 	 	 	8.1.3     Per Diem Adjustment
	 
	 	 	 	Rent for any partial month shall be adjusted on a per diem basis.
	 
	 	 	 	8.1.4     Free Minimum Rent
	 
	 	 	 	Notwithstanding the foregoing, Lessee shall not be required to pay
Minimum Rent with respect to the Additional CNX Space of
approximately 23,487 square feet of Usable Area marked on Schedule
A-2 for the period between June 1, 1999 and January 31, 2000.



8.2     ADDITIONAL RENT



	 	 	 	8.2.1     Real Estate Taxes
	 



	 	 	 	8.2.1.1     Payment of Proportionate Share of Real Estate Taxes
	 
	 	 	 	In addition to the Minimum Rent, in each Operating Year, Lessee
shall pay Lessor in equal, consecutive, monthly instalments in
advance on the first day of each calendar month throughout the
Term, its Proportionate Share of Real Estate Taxes on the basis
of Lessor’s reasonable estimate. Lessor will furnish the
estimate to Lessee prior to the commencement of the period for
which it is intended to apply or as soon as reasonably
practical thereafter. Such estimate shall take into account
the amount payable by Lessee for the immediately preceding
Operating Year as well as any applicable assessment in any tax
role which is prepared by the taxation authority and which
covers periods which includes any Operating Year subsequent to
the one for which such estimate is



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	 	 	 	made by the Lessor. Should any situation occur within any
Operating Year whereby the Lessor reasonably believes that the
estimate provided to the Lessee may produce a deficit at the
end of such Operating Year, Lessor shall have the right, acting
reasonably, at any time during such period and upon notice to
Lessee, to revise its estimate (which may be with retroactive
effect to the date indicated in Lessor’s notice), in which
event Lessee shall within 15 days of such revised estimate pay
to Lessor any deficiency, and thereafter, its monthly
instalments shall be based on the revised amount(s) specified
in Lessor’s notice. Proportionate Share of Real Estate Taxes
for any partial month will be calculated on a per diem basis.
	 
	 	 	 	8.2.1.2     Estimates
	 
	 	 	 	Until Lessor furnishes Lessee with a first revised estimate,
the amount provisionally established for Tenant’s Proportionate
Share of Real Estate Taxes is sixty-five cents ($0.65) per
square foot of Rentable Area per annum. Thereafter, the latest
estimate shall apply until replaced by another.
	 
	 	 	 	8.2.1.3     Periodic Adjustments
	 
	 	 	 	Within a reasonable delay after the end of the period for which
such estimated payments have been made, Lessor will furnish
Lessee with a statement certified by the Lessor’s auditors
showing the actual amount required to be paid for the
Proportionate Share of Real Estate Taxes, together with copies
of the statements of account or invoices provided by the
taxation authority. If Lessee’s provisional payments are less
than the actual amount payable, the deficiency will become due
on the last to occur of the following events: (i) the date of
payment of the instalment of Minimum Rent next following
receipt of Lessor’s statement or (ii) seven (7) days following
the date of receipt of the statement. If Lessee’s provisional
payments exceed the actual amount payable, Lessor will credit
such excess against the amounts next due under the Lease.
	 
	 	 	 	8.2.1.4     Payment of Accounts Received from Taxation Authority
	 
	 	 	 	Notwithstanding anything contained herein to the contrary, as
soon as an account for any portion of the estimated amount is
received, Lessor may bill Lessee for its Proportionate Share
thereof (less all amounts previously paid by Lessee on account
thereof) and Lessee shall pay such amount no later than the
last to occur of the following events: (i) the date that is
seven (7) days following the date of receipt by the Lessee of
such account, or (ii) the date that is twenty (20) days prior
to the date such taxes are payable by the Lessor to the
taxation authority.
	 
	 	 	 	8.2.1.5     Revision of Statement
	 
	 	 	 	Notwithstanding the foregoing and the receipt by the Lessee of
any certified statement by the Lessor’s auditors of Real Estate
Taxes for any Operating Year, any such certified statement
shall be subject to revision to include in Real Estate Taxes
for such Operating Year amounts properly chargeable to Real
Estate Taxes for such Operating Year which are discovered
anytime after the forwarding of such statement. In all such
cases, any demand for additional payment shall be in writing
and accompanied by appropriate certified statement(s) and
supporting documentation.
	 
	 	 	 	8.2.1.6     Additional Documentation
	 
	 	 	 	Upon the specific written request of the Lessee, the Lessor
shall furnish to the Lessee copies of all pertinent valuation
and assessment notices and all pertinent tax bills not already
provided by virtue of the above and notices received by the
Lessor.



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	 	 	 	8.2.1.7     Contested Real Estate Taxes
	 
	 	 	 	Real Estate Taxes which are contested by the Lessor shall
nevertheless be included for purposes of the computation of the
liability of the Lessee for its Proportionate Share of Real
Estate Taxes provided, however, that in the event that the
Lessee shall have paid its Proportionate Share of Real Estate
Taxes and the Lessor shall, as a result of a final decision or
judgement on said contestation, receive a refund of any portion
of the Real Estate Taxes on which such payment shall have been
based, the Lessor shall pay to the Lessee the appropriate
portion of such refund after deduction of the expenses of
securing and distributing the refund which have not previously
been charged to the Lessee. The Lessor shall have no obligation
to contest, object to or to litigate any valuation or the
levying or imposition of any Real Estate Taxes and may settle,
compromise, consent to, waive or otherwise determine in its
discretion any valuation or Real Estate Taxes without notice
to, consent or approval of the Lessee. Lessor undertakes to
exercise its foregoing rights as would a prudent administrator
in similar circumstances. The Lessee shall not contest Real
Estate Taxes, and for this purpose, the Lessee hereby
unequivocally, unconditionally and irrevocably renounces to any
right which it may have to so contest. In the event that the
Lessee breaches the foregoing provision and proceeds to contest
or in any way institutes any form of proceedings or takes any
action, legal or otherwise, the purpose of which is to
challenge or dispute any valuation or the levying or imposition
of any Real Estate Taxes, then the Lessee shall be liable to
the Lessor on demand for the full amount of any increase in
Real Estate Taxes attributable to the Lessee’s actions, the
whole without prejudice to any other remedies which the Lessor
may have as a result of such breach.
	 
	 	 	 	8.2.1.8     Change in Billing Period(s) for Real Estate Taxes
	 
	 	 	 	If the period(s) in respect of which Real Estate Taxes are
levied or imposed is (are) changed in the future by the
competent authority, the Lessor shall have the right, at its
sole discretion, to make the appropriate adjustments with
respect to its billings for the Lessee’s Proportionate Share of
Real Estate Taxes.
	 


	 	 	 	8.2.2     Operating Expenses
	 


	 	 	 	8.2.2.1     Payment of Proportionate Share of Operating Expenses
	 
	 	 	 	In addition to the Minimum Rent, during each Operating Year,
the Lessee shall pay to the Lessor as Additional Rent the
Lessee’s Proportionate Share of Operating Expenses. In the
cases where the first or last years of the Term do not coincide
with an Operating Year, the Lessee’s Proportionate Share of
Operating Expenses for such year(s) shall be prorated on a per
diem basis.
	 
	 	 	 	8.2.2.1.1     Deemed Proportionate Share and CPI Increase



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	 	 	 	The Lessor and Lessee have agreed that, unless and until
Lessee opts for the Revised Method pursuant to section
8.2.2.1.2 the Lessee shall pay to the Lessor as its deemed
Proportionate Share of Operating Expenses for the first
Operating Year (1999), without demand, notice, setoff,
compensation or deduction of any nature whatsoever, an
amount of SEVEN DOLLARS AND FIFTY CENTS ($7.50) per square
foot of the Rentable Area of the Premises to be paid in
advance in equal, consecutive, monthly instalments (the
“Operating Expenses Charge”). The parties agree that the
Operating Expenses Charge includes, without limitation, the
usual 15% administration fee payable to Lessor, capital
tax, large corporation tax and common area electricity and
fresh air cooling, heating and ventilation during normal
business hours, and other expenses described in section
42.18.
	 
	 	 	 	For each subsequent Operating Year the Lessor shall have
the right to increase the amount of this Operating Expenses
Charge (with retroactive effect to the beginning of the
Operating Year for which the calculation is being made) to
an amount equal to the product obtained by multiplying the
amount of SEVEN DOLLARS AND FIFTY CENTS ($7.50) per square
foot of the Rentable Area of the Premises per annum by a
fraction the numerator of which is the Current CPI (as
hereinafter defined) and the denominator of which is the
Base CPI (as hereinafter defined). In each Operating Year
the latest amount payable as the Operating Expenses Charge
shall continue to apply so long as Lessor has not carried
out the adjustment mentioned above. For the purposes hereof
“CPI” shall mean Statistics Canada’s Consumer Price Index -
All items Regional Cities (Montreal) or failing which, the
index most nearly corresponding thereto designated by
Lessor. In the latter case, Lessor shall be entitled to
make all necessary conversions for comparison purposes
acting reasonably. The expression “Base CPI” shall mean
the CPI for the month of January 1999 and the expression
“Current CPI” shall mean the CPI for the month of January
of the Operating Year for which an applicable increase is
calculated.
	 
	 	 	 	To illustrate such CPI adjustment, assume the Base CPI
(i.e. January 1999) to equal 106.2. The first adjustment
to be carried out effective January 1st, 2000, assuming the
Current CPI (in this example January 2000) to equal 107.2,
would yield the following: $7.50 X 107.7/106.2=$7.61, -the
second adjustment to be carried out effective January 1st,
2001, assuming the Current CPI (in this second example
January 2001) to equal 109.4, would yield the following:
$7.50 X 109.4/106.2=$7.73; and so on from Operating Year to
Operating Year, until such time as Lessee opts for the
Revised Method provided for herein below in section
8.2.2.1.2.
	 
	 	 	 	8.2.2.1.2     Redevelopment of Building & Revised Method
	 
	 	 	 	The Lessee acknowledges that the Lessor will be proceeding with
a major redevelopment of the Building over the course of the
next few years and that, consequently, among other changes, the
ratio of the various types of uses by tenants in the Building
may be changed. In so doing, a new method of apportionment and
calculation of operating expenses for the Building (the
“Revised Method”) shall be adopted by Lessor not before
December 31, 2002 and no later than December 31, 2003 and
accordingly Lessee may not be entitled to opt for the Revised
Method earlier than with effect as of the year beginning
January 1, 2004.
	 
	 	 	 	When the Revised Method is so adopted, the Lessor shall advise
the Lessee in writing of the particulars of such Revised Method
and the amount the Lessee would be paying as Operating Expenses
under such Revised Method. The amount so indicated shall be
presented in the form of audited certificates prepared by an
independent accounting firm chosen by Lessor, it being agreed



10






 





	 	 	 	however, that if the firm so selected is not one of the ten
largest accounting firms in the country, then the selection of
such firm shall require Lessee’s prior approval. Said audited
certificate shall include a breakdown for each element of
Operating Expenses described in the definition of Operating
Expenses in section 42.18 of this Lease. The Lessee shall then
have the right at its sole discretion to cease paying the
Operating Expenses Charge provided for herein above in section
8.2.2.1.1 and to opt for the Revised Method, such option to be
exercised by written notice to the Lessor within sixty (60)
days of receipt of the Lessor’s notice and audited certificate,
with effect as and from the beginning of the Operating Year in
which said audited certificate was received. The figure
contained in such certificate shall serve as an estimate of the
amount to be paid in respect of the Operating Year in which it
is received and any adjustments between the amount actually
paid by Lessee and the amount which should have been paid
according to such certificate shall be made within sixty (60)
days of Lessor’s receipt of a notice from Lessee advising that
Lessee is opting for the Revised Method.1 If Lessee does not
so advise Lessor that it desires to convert to the Revised
Method, Lessee will be presumed to have refused to change to
the Revised Method for such year and the same procedure will be
repeated the subsequent year and each year thereafter until the
Lessee opts for the Revised Method or the initial term of the
Lease expires. The intent of the foregoing is that Lessor
shall be obliged to provide Lessee with a Revised Method for
review each year so that if the actual Operating Expenses are
lower than the Operating Expenses Charge payable by the Lessee
for such year, then the Lessee shall have the right to benefit
from such reduced costs by converting to the Revised Method.
	 
	 	 	 	Once the Lessee has opted for the Revised Method, such Revised
Method shall, for the purposes of this Lease, remain in effect
throughout the remainder of the Term.
	 
	 	 	 	8.2.2.1.3     Operating Expenses Procedures under Revised Method
	 
	 	 	 	The parties acknowledge that the provisions of this section
8.2.2.1.3 shall not apply unless and until Lessee opts for the
Revised Method, in which event the following procedures and
delays shall apply:
	 



	 	 	 	8.2.2.1.3.1     Estimate of Lessee’s Proportionate Share
	 
	 	 	 	On or before the commencement of each Operating Year, the
Lessor will estimate the amount of the Lessee’s
Proportionate Share of Operating Expenses for such
Operating Year and bill the Lessee therefor in equal,
consecutive, monthly instalments, in advance, which the
Lessee shall pay in advance on the first day of each
calendar month of such Operating Year. Such paid monthly
instalments shall be applied (without interest) as a credit
against the Lessee’s obligations to pay its Proportionate
Share of Operating Expenses. From time to time during the
course of an Operating Year, the Lessor shall have the
right, exercisable by written notice to the Lessee, to
modify such estimate and revise such billing to the Lessee
accordingly.
	 
	 	 	 	8.2.2.1.3.2     Certified Statements of Operating Expenses
	 
	 	 	 	Within 90 days following the end of each Operating Year,
the Lessor shall furnish the Lessee with a certified
statement of the actual amount of Operating Expenses during
such Operating Year and the amount of the








	 	 	1 For example, in March of Year 7 a certificate is received stating the amount
payable in respect of the period ending December 31, Year 6. If Lessee opts
for the Revised Method at that point, the figure in the certificate will serve
as an estimate of the amount payable during Year 7. An adjustment will be made
between that amount and the amount actually paid from January 1, Year 7 up to
the point in Year 7 when Lessee opts for the Revised Method. When a
certificate is issued in early part of Year 8 certifying the actual figure for
Year 7, a further adjustment will be made at that time between the amount paid
for Year 7 and the amount which should have been paid according to such
certificate.


11






 





	 	 	 	Lessee’s Proportionate Share thereof, showing in reasonable
detail the information relevant to the calculation and
determination thereof. If such amount is greater or less
than the payments on account thereof made by the Lessee
hereunder, appropriate adjustments shall be made within
thirty (30) days after the delivery of such statement.
	 
	 	 	 	8.2.2.1.3.3     Revisions to Certified Statements
	 
	 	 	 	Notwithstanding the foregoing and the receipt by the Lessee
of any certified statement by the Lessor’s auditors of
Operating Expenses for any Operating Year, any such
certified statement shall be subject to revision to include
in Operating Expenses for such Operating Year amounts
properly chargeable to Operating Expenses for such
Operating Year which are discovered anytime after the
forwarding of such statement. In all such cases, any
demand for additional payment shall be in writing and
accompanied by appropriate certified statement(s) and
supporting documentation.
	 



	 	 	 	8.2.3     Payment of Rent
	 
	 	 	 	Nothing contained in sections 8.2.1 and 8.2.2 shall be
construed at any time as reducing Minimum Rent or Additional
Rent.



9     USE OF PREMISES


9.1     PERMITTED USE


The Premises shall be used and occupied by the Lessee only as general office
space, a computer centre, storage, and/or for the purposes of operating
telephone equipment and a call centre. Except as otherwise permitted by this
Lease, the Lessee shall not use, permit or suffer the use of the Premises by
the Lessee or any assignee, subtenant, licensee, or any other person for any
other purpose.


9.2     CONDUCT OF BUSINESS


Subject to section 5.3, the Lessee shall use the Premises throughout the Term
in a reputable manner befitting a first class commercial building in downtown
Montreal.


9.3     SIGNS, ADVERTISING, IDENTIFICATION, ELECTRONIC BOARDS


Upon occupancy, the Lessor shall place and maintain at its cost, the Lessee’s
various corporate designations onto the Building’s directory boards. No other
signage or identification of the Lessee shall be permitted outside the Premises
except that the Lessee shall have the right throughout the Term to install, at
its cost, one exclusive podium with its name and/or logo on the outside of the
Building near the lobby on de la Gauchetière street closest to the corner of
Mansfield street. The Lessee shall be entitled to have use of a second podium
near University and de la Gauchetière which Lessee shall use in common with
other tenants of the Building and will share in the maintenance costs thereof,
it being understood that Lessee shall not, however, be entitled to
identification on STCUM’s podium. Nothing herein shall prohibit Lessor from
placing other exclusive or non-exclusive podiums and related identification
items in the same area as those identifying Lessee and, in such event the
Lessor, acting reasonably, shall be entitled to require the Lessee to modify
its identification in the area from time to time by incorporating same into
Lessor’s podium(s) and related identification items. Such modification shall
be at Lessor’s cost if Lessee has already produced a podium at its expense
prior to being notified of the changes required by Lessor, failing which such
changes shall be at Lessee’s cost. In making such modifications, Lessor shall
use Lessee’s logo (if Lessee requests same) and shall use reasonable efforts to
accommodate any reasonable requests made by Lessee in connection with such
modifications, it being understood however that the visibility of Lessee’s
identification in the area shall be at least similar to that attributed to the
STCUM, it being understood that if the STCUM ceases being a tenant of the
Building, then Lessee’s identification in the area shall be at least


12






 




similar to that attributed to the STCUM on August 1, 1998. The Lessee shall
have the right, subject to all applicable laws, by-laws and regulations
governing such matters and provided the electronic boards exist and are used
for such purpose, to advertise its products and services on the two outdoor
electronic boards of the Building. The Lessee shall use Lessor’s boards
without obligation to pay rental therefor but the Lessee shall pay all costs to
produce the advertisements, to adapt the advertisements to Lessor’s boards, to
program applicable computers, Lessor’s out of pocket expenses and all other
related costs. The amount of time that the Lessee will be allowed to use the
boards without paying rental will be a function of the area the Lessee occupies
in the Place Bonaventure complex, that is the proportionate share of the Lessee
shall be calculated by dividing the square footage of Usable Area of the
Premises by 1,954,233. The Lessee’s advertisements shall appear in such
proportionate share on a repeating basis 24 hours per day, 7 days per week
unless the sign is not operated.Should the Lessee wish to utilize the
electronic boards more often, it may do so provided they are available and upon
payment to the Lessor of a rental fee to be negotiated in good faith for such
purpose from time to time. The Lessor intends to identify the retail tenants
of the Building on the exterior of the Building as part of a redevelopment of
the Building. If the Lessor implements a similar identification program for the
office tenants of the Building, then the Lessee shall, along with other office
tenants, have the right to identification on the Building as part of the
redevelopment plan, the whole subject to approval by municipal authorities of
multiple office identifications as part of said redevelopment plan and provided
it is agreed that the Lessee’s foregoing rights shall in no way restrict or
prohibit Lessor from placing any other form of signage in or on the
Building.The location, installation, configuration, size and style of any and
all signs or podiums shall be subject to approval by the Lessor’s architect and
all applicable governmental authorities.


10     UTILITIES & SERVICES


10.1     HEATING, AIR CONDITIONING


The Lessor shall cause the Premises to be heated, air conditioned and
ventilated 24 hrs per day, 7 days per week at the Lessee’s expense. Fresh air
shall be provided at no additional cost during “normal business hours” only,
“normal business hours” being from 8 am to 6 pm from Monday to Friday,
excluding legal holidays. The cost of operating the HVAC systems (including
the cost of electrcity necessary for chilled water) during said normal business
hours within the Premises shall be borne by the Lessor as part of Operating
Expenses and beyond said normal business hours they shall be borne entirely and
exclusively as extra charges by Lessee, the whole as described in greater
detail in section 10.2.1 and in Schedule “D” hereto. Notwithstanding the
foregoing, Lessee recogonizes that until further notice, Lessor is unable to
provide the south side of the Premises on a 24 hours per day, 7 days per week
basis except that the areas located in the south side which are commonly known
as the NCC Room and the War Room shall be supplied on a 24 hours per day, 7
days per week basis from the northern side of the floor.


The Lessor shall also maintain (such maintenance to include, without
limitation, the changing of filters at regular intervals), operate and
regulate, and the cost thereof shall form part of Operating Expenses, those
portions of the heating, ventilating and air conditioning system located within
or accessible from the Premises to the extent same is related to normal wear
and tear use during the said normal business hours, it being understood
however, that anything to be done as a result of wear and tear resulting from
Lessee operating beyond said normal business hours shall be done entirely and
exclusively as an extra charge at Lessee’s expense.


10.2     ELECTRICITY



	 	 	 	10.2.1     The consumption of electricity, chilled water and related
utilities and services for the Premises shall be separately monitored by
check meters to be installed as part of the Base Building budget
described in the Offer to Lease. The cost of any other sub-meters (if
required by Lessee) and the installation thereof shall be at the Lessee’s
expense.
	 
	 	 	 	10.2.2     The Lessee shall pay the Lessor for all such consumption at the
same total cost incurred by Lessor to supply such electricity from time
to time. The Lessor confirms that it is currently being charged
Hydro-Québec’s “L” rate and a description of the application



13






 





	 	 	 	of said rate and calculations for the purposes hereof is attached as
Schedule “D” hereto. Such consumption shall not include electricity
consumed in connection with heating, ventilating, and air-conditioning
the Premises during normal business hours as described in section 10.1
hereto.
	 
	 	 	 	10.2.3     There will not be any administrative fees whatsoever charged by
the Lessor for the consumption of electricity except for a charge of
fifteen cents ($0.15) per square foot of Rentable Area per annum. Said
amount shall be added to the Operating Expenses and shall be subject to
the same increases throughout the Term or those described in the second
paragraph of section 8.2.2.1.1 of this Lease.
	 
	 	 	 	10.2.4     Lessor shall be entitled, from time to time, to estimate and
adjust billings for electricity in accordance with expected and actual
consumption patterns and Lessee shall pay same in advance on the first
day of each month. Lessor shall make said adjustments at least once every
four months and not more than once per month.
	 
	 	 	 	10.2.5     When necessary, the Lessor shall, at Lessee’s expense, replace any
fluorescent tubes, ballasts, bulbs or fixtures in the Premises.
	 
	 	 	 	10.2.6     The obligations of the Lessor hereunder shall be subject to any
rules or regulations to the contrary of the authority providing
electricity or any other municipal or governmental authority.



10.3     COMMON AREAS


The Lessor shall operate and maintain the Common Areas (defined in Section
42.4).The Lessor, in its sole and absolute discretion, may permit the Common
Areas to be used reasonably by such persons as the Lessor may choose, including
persons other than tenants of the Building, and the Lessor may reduce, extend
or otherwise alter the Common Areas without indemnification or compensation of
any nature whatsoever to the Lessee, and without any setoff, compensation or
deduction of any nature whatsoever against any amounts payable by the Lessee to
the Lessor hereunder except that if any such area is actually rented, then the
space in question will not be treated as Common Area for the purpose of
determining Lessee’s Proportionate Share of Real Estate Taxes (and Operating
Expenses if and when Lessee opts for the Revised Method pursuant to section
8.2.2.1.2 of this Lease).


10.4     ELEVATORS AND LOADING DOCKS


The Lessee shall have the right to use the Building’s passenger and freight
elevators and loading docks in common with others. The Lessor shall not be
liable for any damage caused to the Lessee, its officers, agents, employees,
servants or visitors or the Lessee’s property caused by the operation of said
facilities or the use thereof by others.


14






 


10.5     CLEANING



	 	 	 	10.5.1     The Lessor shall cause the Premises (excluding the area known as
the Technical Space) to be maintained and cleaned daily in accordance
with the Building’s standards. The cost of such services is included in
the Operating Expenses as defined in this Lease.
	 
	 	 	 	10.5.2     The Lessor shall not allow the cleaning and maintenance personnel
to enter into the machine room located inside the Technical Space.
Should the Lessor obtain a reduction in the cost of cleaning and
maintenance for this area, then any savings directly related to this area
shall be passed on to the Lessee. If cleaning and maintenance personnel
are required on weekends, such services shall be provided at Lessees
cost.
	 
	 	 	 	10.5.3     Lessor shall cause all bistros located in the Premises to be
cleaned on a 7-days per week basis and Lessee shall, in addition to all
other amounts payable by Lessee pursuant to his Lease, pay to Lessor the
cost of all such cleaning service which is over and above the Building’s
standard cleaning service for regular office space.



10.6     REFUSE DISPOSAL


The Lessee shall not leave or place any debris or refuse outside the Premises,
except as allowed by the Lessor at specific times of pick-up in areas
designated by the Lessor in suitable containers provided and placed for that
purpose by the Lessee, at its expense. All ordinary refuse or debris shall be
removed by the Lessor. The Lessor reserves the right to charge the Lessee for
the cost of removal of extraordinary refuse or debris.


10.7     VENTILATION AND ELECTRICAL CAPACITIES OF PREMISES



	 	 	 	10.7.1     The ventilation and electrical capacities of premises in the
Building are normally designed to meet the following performance
specifications:
	 



	 	(a)	 	one (1) cubic foot of air per
minute per square foot, with no more than seven (7)
persons for each 1,000 square feet of Usable Area of
the Premises; and
	 
	 	(b)	 	four (4) watts of electricity per square foot of Usable
Area of the Premises.
	 


	 	 	 	The aforesaid capacities as well as any and all improvements thereto
brought about by the provisions of Schedule “C” shall be termed for the
purposes hereof the “Microcell Performance Specifications” (it being
understood, however, that the Technical area shall be supplied with 200
cubic foot of air per minute).
	 
	 	 	 	10.7.2     The Lessee shall not, without the prior written consent of the
Lessor, use the Premises in any manner which will exceed the foregoing
Microcell Performance Specifications. Without limiting the generality of
the foregoing, nothing contained herein shall be construed as to create
any obligation on the Lessor to furnish electricity, heating,
air-conditioning or any other services to the Lessee which exceed the
foregoing Microcell Performance Specifications due to the use in the
Premises of any type or number of equipment not usually found in general
office premises. If the Lessee requests additional performance
specifications and same are within the capacity of the Building’s
existing equipment, and the Lessor consents to provide same, the Lessee
shall pay all costs including, without limitation, all design,
engineering, electrical and cooling equipment costs which may be incurred
in order to respond to Lessee’s additional requirements for ventilation
and/or electricity. It is understood that Lessor shall not refuse
Lessee’s requests without reasonable motive.



10.8     DISCONTINUATION OR MODIFICATION


15






 




The Lessor shall have the right, without liability or obligation to the Lessee,
to discontinue or modify any services required of it under this Lease during
such time as may be necessary, or as the Lessor may deem advisable by reason of
accident, or for the purpose of effecting repairs, replacements, alterations or
improvements, the whole provided reasonable advanced notice of same is given to
Lessee except where prior notification is unfeasible due to reasons beyond
Lessor’s normal control. Without limiting the foregoing, the Lessor shall not
be liable to the Lessee for failure for any reason to supply said services or
any of them, the Lessor however undertaking to correct any such failure with
reasonable diligence. If non-urgent but necessary repairs need to be done to
the Building and that such work requires the Lessee to be temporarily
dispossessed of part of the Premises, the Lessor and Lessee shall fully
co-operate and negotiate together, acting in good faith, to minimize to the
extent possible, the impact and inconveniences of the repairs for the Lessee.


10.9     LOCKS


The Lessee shall provide the Lessor with keys for every door lock in the
Premises (with the exception only, for security reasons, of the area known as
the Technical Area, which the Lessee considers to be an area restricted to
authorised personnel only) and no additional locks may be placed by the Lessee
upon the doors of the Premises without the prior written consent of the Lessor,
which consent may not be unreasonably withheld. No lock may be altered without
the prior consent of the Lessor, which consent may be conditional on Lessee
furnishing to Lessor keys to any such altered lock. At the termination of this
Lease, the Lessee shall immediately surrender to the Lessor all keys to all
(including those of the aforementioned Technical Area) in the Lessee’s
possession, and all such locks shall remain the property of the Lessor.


10.10     FORCED ENTRY


If the Lessor is unable to access the Premises using keys provided for that
purpose by the Lessee, then the Lessor shall have the right to enter the
Premises by force and break any glass on the exterior of the Premises in order
to gain such entry in the event of a situation which, in the opinion of the
Lessor, may result in death or injury to persons or loss or damage to the
Premises, the Building or the property of the Lessor. Such forcible entry
shall be undertaken only if the representatives of the Lessee are not able to
be contacted and give access to the Premises to the Lessor’s representatives in
a sufficiently short delay as may be considered necessary under the
circumstances by the representatives of the Lessor. The Lessor shall repair
any damage to the Premises caused by such forcible entry and charge the cost
thereof to Operating Expenses, unless such forcible entry is necessitated by
the act or fault of the Lessee, in which event all such damage shall be
repaired by the Lessor at the Lessee’s expense.


11     SPECIAL PROVISIONS


11.1     FINISHING OF PREMISES


Subject to the completion of all construction and build-out requirements
contemplated in this Lease and to the adjustment of any seasonal defects which
may be experienced with the first cycles of seasonal changes during the first
year of occupancy of each area of the Premises, the Lessee declares that it has
examined the delivered areas of the Premises and has found same to be in good
condition and in a good state of repair in all respects, and the Lessee accepts
the Premises in such condition and state.


12     PAYMENT OF MONIES


12.1     PAYMENT


All monies owing by the Lessee hereunder shall be payable when due without
notice or demand and shall be paid to the Lessor or its nominees at the head
office of the Lessor or at such place in Canada as shall be designated from
time to time by the Lessor in writing to the Lessee.


16






 


12.2     CURRENCY


All monies payable hereunder by the Lessee to the Lessor shall be payable
during the Term in legal currency of Canada.


12.3     INTEREST ON ARREARS


The Lessee shall pay interest compounded monthly on all Minimum Rent or
Additional Rent under the terms of this Lease and not paid when due, calculated
from the due date to the date of payment, at a rate per annum of two percentage
points (two hundred basis points) in excess of the prime rate of Bank of Nova
Scotia. For greater certainty, such prime rate means the prime lending rate of
interest, expressed as a rate per annum, which Bank of Nova Scotia establishes
as a reference rate of interest in order to determine the interest rate that it
will charge on any particular day for loans in Canada in Canadian dollars to
its commercial borrowers. This provision for interest shall not affect any
other remedy which the Lessor may have in respect of any failure by the Lessee
to pay any amount owing hereunder when due.


12.4     LESSOR’S LEGAL FEES


The Lessee shall also pay any reasonable legal fees which the Lessor incurs in
collecting from the Lessee any overdue sums of money prior to the institution
of legal proceedings, which pre-litigation fees are hereby stipulated and
agreed to be not less than two hundred and fifty dollars ($250.00).


12.5     WAIVER OF RIGHT TO SET OFF


Should the Lessee wish to assert any right of any nature whatsoever against the
Lessor, whether or not in connection with this Lease, it shall pursue the
matter independently of the performance of its obligations under the Lease.
Accordingly, the parties agree that under no circumstance will the Lessee have
any right to set off, compensate or deduct any amount against the Minimum Rent
or Additional Rent unless the Lessor is held liable to pay an amount to Lessee
pursuant to a judgement or arbitration ruling which is final and without appeal.


12.6     TERMINATION OF LEASE


Upon any termination of this Lease and up to the termination of this Lease, the
Lessee shall, in addition to all other amounts which it is obliged to pay
hereunder, pay to the Lessor such amount as is estimated by the Lessor to
represent that portion of the aggregate amount of the Lessee’s Proportionate
Share of Real Estate Taxes and of Operating Expenses payable and to become
payable by the Lessee hereunder, and which have not yet been paid pursuant to
the terms of the Lease.


13     BUSINESS, WATER AND IMPROVEMENTS TAXES


13.1     LESSEE’S RESPONSIBILITY


The Lessee shall pay all business taxes, water taxes and similar rates and
taxes which may be levied or imposed on the Premises or the business carried on
therein, and all other rates and taxes which are or may be payable by the
Lessee as lessee and occupant thereof or which may be levied or unpaid on the
Lessee’s fixtures, equipment and machinery or any alterations or improvements
to the Premises made by the Lessee.


13.2     REIMBURSEMENT OF LESSOR


If by law, regulation or otherwise, any of the foregoing taxes or rates are
made payable by the Lessor or proprietors, or if the mode of collecting same is
altered as to make the Lessor liable therefor instead of the Lessee, the Lessee
shall pay to the Lessor prior to the due date, but in any event within seven
(7) days after demand upon the Lessee, the amount which the Lessor is required
to so pay, and the Lessee shall hold the Lessor harmless and indemnified
against any reasonable cost or expense in respect thereof.


17






 


14     INSURANCE


14.1     INCREASE IN LESSOR’S INSURANCE


The Lessee shall not do or permit to be done in or about the Premises, or bring
into or keep upon the Premises, anything which will in any way affect the fire
risk or increase the rate of fire or other insurance on the Building. Should
the rate of any type of insurance on the Building be increased by reason of any
violation of this Lease by the Lessee, the Lessor, in addition to all other
remedies, may pay the amount of such increase and the amount so paid shall
become payable by the Lessee as Additional Rent on demand. Should any
insurance policy on the Building be cancelled by the insurer by reason of the
use and/or occupation of the Premises or any part thereof by the Lessee or by
anyone permitted by the Lessee to occupy or be upon the Premises, same shall
constitute a default under, and be sanctionable in accordance with the
provisions of section 17. In addition, the Lessor may, at its option, and at
the expense of the Lessee, enter upon the Premises and remedy the cause of such
insurance cancellation.


14.2     FIRE FIGHTING EQUIPMENT


The Lessee shall, at its expense, install and maintain in the Premises such
fire extinguishers and other fire fighting equipment, including without
limitation, emergency lighting, as is deemed reasonably necessary or desirable
by the Lessor or any authority or insurance body. If so required by the Lessor
or any such authority or body, the Lessee shall appoint a warden to co-ordinate
with the fire protection facilities and personnel of the Lessor.


14.3     REQUIRED COVERAGE


The Lessee shall, at its expense, take out and maintain in force and in favour
of each of the Lessor and the Lessee as named insureds during the Term:



	 	 	 	14.3.1     general public liability insurance against claims for bodily
injury, death or property damage arising out of the Lessee’s operations
hereunder. The limits of said liability insurance, which may be
increased from time to time to amounts determined by the Lessor acting
reasonably, shall not be less than five million dollars ($5,000,000)
combined single limits for death, bodily injuries and property damage
arising from any one occurrence;
	 
	 	 	 	14.3.2     all-risks insurance including the perils of fire, extended
coverage in respect of furniture, equipment, mechanical or electrical
systems, inventory, stock in trade, fixtures and leasehold improvements
located in the Premises and in respect of such other property located in
or forming a part of the Premises, as the Lessor may reasonably require
from time to time, in amounts not less than the full replacement cost in
each case, such insurance policy to contain a provision that any right of
subrogation which the insurer might otherwise have against the Lessor,
its officers, agents or employees, is waived;
	 
	 	 	 	14.3.3     plate glass insurance for the plate glass of the Premises. The
Lessee shall, at its expense, repair or replace all glass and plate glass
of the Premises in the event of damage thereto, unless such damage is
caused by the Lessor, its employees or agents, in which event such glass
or plate glass shall be repaired or replaced by the Lessor; and
	 
	 	 	 	14.3.4     any additional insurance as the Lessor, acting reasonably, may
require from time to time.



14.4     FAILURE TO INSURE


The insurance required hereunder shall be placed with insurers and upon terms
and conditions satisfactory to the Lessor. Certificates of the required
insurance shall be furnished to the Lessor by the Lessee promptly upon issuance
of such insurance policies. In the event that the Lessee


18






 




fails to so insure or fails to furnish to the Lessor certificates of insurance
as herein required, the Lessor may, without prejudice to its other remedies,
place such insurance for a period not exceeding one (1) year, and any premium
therefor paid by the Lessor shall be recoverable from the Lessee as Additional
Rent on demand.


15     ALTERATIONS, REPAIRS, IMPROVEMENTS


15.1     CARE OF PREMISES



	 	 	 	15.1.1     Notwithstanding the provisions of the Civil Code of Quebec or any
other legislation concerning maintenance or repairs, the Lessee shall, at
its expense throughout the Term, maintain, repair, replace and generally
keep in good repair, order and condition the Premises, as would a prudent
and diligent owner, including all improvements, furniture, fixtures,
equipment, glass and plate glass located in the Premises, but excluding,
however, any structural portion and other major systems and components of
the Building which may be located in the Premises. The Lessee shall give
the Lessor prompt written notice of any damage whatsoever to the Premises
or Building. Should the Lessee fail to so maintain and repair the
Premises, the Lessor, after giving written notice of not less than ten
(10) days to the Lessee (it being understood that in the event of an
emergency, the delay for any notice which may be required shall be
dictated by the circumstances at hand), shall have the right, without
prejudice to its other remedies, to effect such maintenance or repair,
and all costs so incurred by the Lessor shall be payable by the Lessee as
Additional Rent on demand. At the termination of this Lease, the Lessee
shall deliver the Premises to the Lessor in as good order and condition
as at the commencement of this Lease, broom clean and trash free.
	 
	 	 	 	15.1.2     The Lessee shall be solely responsible for and shall pay the cost
of all repairs of every nature and kind whatsoever to the Premises other
than repairs and rebuilding thereof which constitute structural repairs
to the Building or its other major systems and components.
	 
	 	 	 	15.1.3     So long as Lessor maintains the required personnel and services in
the Building, Lessee may, provided it agrees to pay the then applicable
charges for same, utilise any such available services in common with
other tenants of the Building in order to fulfill its obligations to
repair and otherwise maintain its Premises.



15.2     IMPROVEMENTS, REPAIRS, ALTERATIONS, INSTALLATIONS BY THE LESSEE



	 	 	 	15.2.1     The Lessee shall not make any improvements, repairs, alterations
or installations to the Premises or any other part of the Building,
without the prior written consent of the Lessor, which consent shall not
be unreasonably withheld. Except for components of the plumbing, piping,
electrical, mechanical, heating, ventilation and air conditioning systems
and similar base-building items which shall become the property of Lessor
upon installation, all improvements, repairs, alterations and
installations to the Premises (save any trade fixtures) which in any
manner are attached in, to, or under the floors, walls or ceilings,
including, without limitation, lighting installations such as, without
restriction, spotlights and tracks, floor finishes and carpets of
whatever nature placed upon the floor of the Premises, doors, shall
become the property of the Lessor at the expiry of the Lease without
compensation therefor, and shall be surrendered to the Lessor upon the
termination of this Lease. All such improvements, repairs, alterations
and installations shall be done at the Lessee’s expense by such
contractor(s) as the Lessee may select and the Lessor approve, such
approval not to be unreasonably withheld. The Lessor shall also have the
right to have any such work supervised by its architects, contractors and
workmen, in which case the Lessee shall pay to the Lessor, as Additional
Rent on demand, an amount equal to the greater of:
	 


	 	(i)	 	the cost of such
supervision and co-ordination, as determined by
the Lessor, acting reasonably; and
	 
	 	(ii)	 	five percent (5%) of
all construction costs.



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No such costs or fees shall be payable in connection with all work carried out
in the building and installation of the initial improvements to any portion of
the Premises.



	 	 	 	15.2.2     In the event that any contractor is not fully unionized, or is
causing, or in the Lessor’s reasonable opinion is likely to cause, labour
trouble in the Building, the Lessor shall have the right to require that
such contractor cease or refrain from doing any work in the Premises, and
upon receipt of written notice from the Lessor, the Lessee shall prevent
such contractor from entering the Building. The Lessor shall also have
the right to require that any contractor carry property damage and public
liability insurance in the amount of not less than five million dollars
($5,000,000.00) in respect of its activities in the Building.
	 
	 	 	 	15.2.3     The Lessee shall use the base-building blinds or similar window
coverings installed by the Lessor at all times so as to prevent exterior
views of unsightly items or areas located within the Premises such as
boxes, storage areas, and related items or areas. The Lessee shall also
use said blinds or coverings during hot or sunny periods so as to prevent
solar heat build-up within the Premises which may result in undue strain
on the air-conditioning system of the Premises and/or the Building.
	 
	 	 	 	15.2.4     Upon termination of the Term or of any renewal thereof or upon any
prior termination, the Lessee shall not have the right nor the obligation
to remove any or all of the improvements constructed or installed upon
the Premises.
	 
	 	 	 	15.2.5     Notwithstanding the above, it is understood and agreed, however,
that anything installed or constructed in the Premises by or on behalf of
Lessee for its own specific requirements and which is of a type not
usually found in office premises (such as but not limited to vaults,
staircases, atriums and raised floors), the removal of which requires
work over and above the usual demolition work required for premises not
so equipped, shall be removed by Lessee, if Lessor so requests, and any
damage occasioned by the installation or removal of any and all such
items be made good, the whole at Lessee’s sole cost and expense. Without
limiting the foregoing, it is understood and agreed that the Lessor may,
as a condition of any consent sought by virtue of 15.2.1 above, demand
that anything of the type specified in the preceding sentence to be
installed or constructed in the Premises during the Term be, upon
termination of the Term or of any renewal thereof or upon any prior
termination, removed by the Lessee and that all damage to the Premises
occasioned by the installation or removal of any and all such items be
made good, the whole at Lessee’s sole cost and expense.
	 
	 	 	 	15.2.6     Any moveable property left for a period of more than five (5) days
in the Premises by the Lessee at the end of the Term or in the case of a
prior termination, shall be presumed to have been abandoned by the Lessee
and the Lessor shall be entitled to dispose of same at its sole
discretion without any compensation being payable therefor.



15.3     LEGAL HYPOTHECS


The Lessee shall promptly pay or cause to be paid all charges incurred by it or
on its behalf for any work, materials or services which may give rise to a
legal hypothec against any portion of the Building or Land and shall obtain
from each architect, engineer, supplier of materials, contractor and
subcontractor, prior to commencement of their respective work, a full and
unconditional renunciation of its rights of legal hypothec, in form and
substance satisfactory to the Lessor. Should said renunciations not be
furnished to the Lessor prior to commencement of work, or should any such legal
hypothec be registered, the Lessee shall deposit with the Lessor (without
interest) an amount equal to one hundred and twenty-five percent (125%) of the
claims secured thereby within ten (10) days after registration thereof, failing
which, the Lessor, without in any way limiting its other rights and recourses,
may order the immediate cessation of any work in the Premises, and/or cancel
the present Lease, and/or obtain the radiation of such hypothec and be
reimbursed by the Lessee on demand, as Additional Rent, an amount equal to the
full cost of such radiation.


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15.4     ALTERATIONS TO BUILDING AND LAND BY LESSOR


The Lessor shall have the right, at any time and from time to time, to install
and maintain in the Premises whatever is necessary or useful for the equipment,
use or convenience of the Building or its tenants, to renovate, modify,
convert, alter or redevelop or otherwise vary the layout, composition, nature
or use of the Building or Land or any part thereof, including the Premises,
which work may include the replacement, addition or deletion of windows or
exterior or interior walls in the Building, including the Premises, and the
expansion or reduction of the various categories of space in the Complex
contemplated in Section 42.21. If any such work is carried out in the
Premises, the Lessor shall have the right, together with its agents and
representatives, to access the Premises to the extent required for the
performance of such work provided same affects the Premises in a minor fashion
and in such event, the Lessor shall work with the Lessee so as to minimise the
impact of any such changes on the Premises.


Notwithstanding the foregoing, Lessor warrants that the Premises may be used as
general office space and that it shall use reasonable efforts to provide Lessee
with prior notice of expected noise disruptions, it being understood that
Lessor shall also use reasonable efforts to control such disruptions during the
current re-development of the Building.


16     ASSIGNMENT AND SUBLETTING


16.1     CONSENT REQUIRED


Lessee shall have the right, at any time and from time to time during the Term,
to assign its rights by virtue of this Lease as they apply to the whole of, or
to any part of, all of the areas, any one or any combination of the areas
enumerated in section 2.1 or to sublet the whole of, or any part of, all of the
areas, any one or any combination of the areas enumerated in section 2.1 to a
different company or to different companies within the Microcell group of
related companies without the Lessor’s further consent, provided Lessee always
remains responsible for all the tenant’s obligations under the Lease, no
guarantee or covenant in Lessor’s favour is negatively affected by any such
assignment or sublet and that Lessor is not, directly or indirectly, in any
way, manner or form in a worse off position than before any such assignment or
sublet takes place.


Except as provided for in the preceding paragraph, the Lessee shall not, on
pain of nullity, effect any Transfer (as such term is hereinafter defined in
section 16.6) without the prior written consent of the Lessor, which consent
shall not be unreasonably withheld. The consent of the Lessor to any such
Transfer shall not constitute a consent to any further Transfer and the all
other terms and conditions of this section 16 shall apply to all Transfers,
subject at all times, however, to Lessee’s rights provided for in the first
paragraph of this section 16.1.


16.2     LESSEE TO FURNISH INFORMATION


At least thirty (30) days prior to the date any Transfer is to become
effective, the Lessee shall provide the Lessor with:



	 	 	 	16.2.1     copy of the written documentation evidencing the proposed
Transfer;
	 
	 	 	 	16.2.2     the name and legal composition of the proposed Transferee(as
defined in section 16.6); and
	 
	 	 	 	16.2.3     the usual credit information reasonably required in the
circumstances to assess the business and financial responsibility
and standing of the proposed Transferee.



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The effective date of the giving of the aforementioned notice by the Lessee
requesting such consent to the Transfer shall not occur until such time as the
Lessee has provided the Lessor in writing with all information required under
this section 16.2.


16.3     LESSOR’S RIGHTS



	 	 	 	16.3.1     The Lessor shall within 15 days of receipt of the Lessee’s written
request for consent and of all of the information required under section
16.2, notify the Lessee in writing that:
	 



	 	 	 	16.3.1.1     it grants its consent to the proposed Transfer; or
	 
	 	 	 	16.3.1.2     it refuses to grant its consent to the proposed Transfer; or
	 
	 	 	 	16.3.1.3     it elects to terminate this Lease, without penalty to Lessee,
in preference to granting or refusing its consent to the proposed
Transfer, and without having to justify its election, in which
event the termination shall be effective on the date stated in
the Lessor’s notice of termination, which date shall be the last
day of a month and not less than thirty (30) days, nor more than
one hundred twenty (120) days, following the delivery of such
notice. Notwithstanding the foregoing, the Lessee shall be
entitled to withdraw its request for Lessor’s consent within
three days of Lessor’s notification to Lessee that it elects to
terminate the Lease and, in such event, the request shall be
deemed to never have been made; or



	 
	 	 	 	16.3.2 Should the Lessor consent to the Transfer, the consent shall, in
addition to any other conditions stipulated by the Lessor, be subject to
the following:
	 


	 	 	 	16.3.2.1     the Lessee shall remain solidarily liable (within the meaning
of Article 1523 and following of the Civil Code of Quebec) with
the Transferee for the fulfilment of all obligations of the
Lessee under this Lease and any renewal thereof (notwithstanding
the provisions of Articles 1873 and 1881 of the Civil Code of
Quebec, which provisions are hereby unconditionally,
unequivocally and irrevocably waived by the Lessee), the whole
without novation or delegation of any kind, and without benefit
of subrogation;
	 
	 	 	 	16.3.2.2     the documents effecting the Transfer shall be prepared by the
Lessor’s attorney, and all costs of processing the application
for consent, which cost is presently estimated at two hundred and
fifty dollars ($250.00), including any credit reports,
preparation and/or negotiation of any documentation, shall be
paid for by the Lessee at the time of execution of the Transfer;
	 
	 	 	 	16.3.2.3     all amounts owing by the Lessee hereunder and due as at the
effective date of the Transfer shall be paid in full on or prior
to such date. Where any such amounts cannot be fully determined
at that time, the Lessee shall deposit with the Lessor an amount
reasonably estimated by the Lessor to cover such estimated
amounts, to be held by the Lessor, without any liability for
interest thereon, until the estimated amounts become fully
determined by the Lessor, at which time the appropriate
adjustments will be made;
	 
	 	 	 	16.3.2.4     the Lessee shall have a period of thirty (30) days in which
to complete the Transfer in accordance with the terms and
conditions stipulated by the Lessor. In the event that the
Lessee does not effect such Transfer within said thirty (30) day
period, the Lessor’s consent to such Transfer shall be deemed
null and void and the Lessee shall not be permitted to effect a
further Transfer without again conforming to all of the
provisions hereof.



16.4     Lessor’s Conditions


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	 	 	16.4.1   If the Lessor consents to any such Transfer, the Lessor may
require that any and all rent paid by the Transferee, including but not
limited to any rent in excess of the rental to be paid under this Lease,
shall be paid directly to the Lessor at the time and place specified in
this Lease.
	 
	 	 	16.4.2   Under no circumstance will: (i) the mere occupation of all or part
of the Premises by any proposed Transferee or third party or the Lessor’s
tolerance thereof, (ii) the payment of rent or other amounts by any
proposed Transferee to the Lessor, or (iii) the consent to any previous
Transfer, constitute a waiver of any obligation of the Lessee to obtain
prior formal written consent to any Transfer, nor will any of the
foregoing be construed as constituting a consent to the proposed
Transfer.
	 
	 	 	16.4.3   Nevertheless, whether or not the Lessor consents to any Transfer,
it may collect rent or other amounts from any Transferee or proposed
Transferee and apply the net amount collected to Minimum Rent and
Additional Rent, without in any manner prejudicing any of its rights
under this Lease.
	 
	16.5	 	REFUSAL OF CONSENT BY LESSOR



Without limiting the grounds upon which consent to a Transfer may be refused,
any of the following shall be deemed reasonable grounds which the Lessor may
invoke to refuse consent:



	 	 	16.5.1   the proposed Transferee is then a lessee of the Building;
	 
	 	 	16.5.2   there is a history of defaults under commercial leases by the
proposed Transferee or by companies or partnerships in which the proposed
Transferee was a principal shareholder or partner, as the case may be, at
the time of the defaults;
	 
	 	 	16.5.3   the Lessor has reasonable grounds to believe that the proposed
Transferee does not intend to bona fide physically occupy and carry on
business from the Premises, or the effective date of the proposed
Transfer will predate the date upon which the Lessee commences to
physically and bona fide occupy and carry on business from the Premises;
	 
	 	 	16.5.4   the Lessor will be in default under the provisions of any other
lease, offer to lease, deed of hypothec or other instrument of financing
or any other agreement with a third party in connection with the Building
if it consents to the Transfer.
	 
	16.6	 	DEFINITION OF TRANSFER AND TRANSFEREE
	 
	 	 	16.6.1   For the purposes of this section the following definitions shall apply:
	 



	 	 	16.6.1.1   “Transfer”: any assignment of the Lease or any
subletting of any part of the Premises howsoever termed or qualified,
or, if Lessee is a joint-stock company (other than any company whose
voting securities are publicly traded on any recognised stock exchange
in Canada or the United States), any change in its effective voting
control from that existing on the date Lessee first incurred any
obligation to Lessor for the leasing of the Premises, or, if Lessee is
a partnership, any change in its composition from that existing on the
date Lessee first incurred any obligation to Lessor for the leasing of
the Premises.
	 
	 	 	16.6.1.2   “Transferee” any person to whom a Transfer is made.
	 
	16.7	 	ADVERTISING



The Lessee shall not print, publish, post, mail, display, broadcast or
otherwise advertise or offer the whole or any part of the Premises for any
purpose and shall not permit any broker or other party to do any of the
foregoing, unless the complete text and format thereof is previously approved
in writing by the Lessor.


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	17	 	DEFAULT OF LESSEE AND REMEDIES OF LESSOR
	 
	17.1	 	EVENTS OF DEFAULT



The occurrence of any of the following events shall constitute a default under
this Lease:



	 	 	17.1.1   if the Lessee fails to pay any installment of Minimum Rent or
Additional Rent when due and such failure continues for more than three
business (3) days after Lessee receives a written request to remedy such
failure;
	 
	 	 	17.1.2   if the Lessee becomes insolvent or commits an act of bankruptcy
within the meaning of the Bankruptcy and Insolvency Act (Canada) or makes
a general assignment for the benefit of its creditors, or if the Lessee
is declared bankrupt, or if a petition for a receiving order or
bankruptcy petition is filed against the Lessee, or if the Lessee files
an assignment in bankruptcy, a notice of intention or a proposal under
the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors
Arrangement Act (Canada), or takes or attempts to take advantage of any
legislation for the relief of bankrupt or insolvent debtors, or if any
execution is levied against the Lessee, or if any encumbrancer of the
Lessee’s interest shall take any action to enforce its security, unless
such execution or enforcement proceeding be set aside, discharged or
abandoned within seven (7) days;
	 
	 	 	17.1.3   if any order shall be made for the dissolution, liquidation or
winding-up of the Lessee or other termination of the corporate existence
of the Lessee;
	 
	 	 	17.1.4   if a receiver, trustee, or any official having similar power is
appointed with respect to the Lessee or any portion of its business
affairs or property; or if the estate of the Lessee is transferred,
passes to, or devolves upon any other person by operation of law;
	 
	 	 	17.1.5   if the Lessee fails to perform any other material obligation under
this Lease and such failure continues for ten (10) business days after
written notice thereof from the Lessor to the Lessee specifying such
failure.
	 
	17.2	 	REMEDIES OF THE LESSOR
	 
	 	 	17.2.1   In the event of any default by the Lessee under section 17.1, the
Lessor shall have, unless the Lessee has cured its default, the right to
terminate this Lease by written notice to the Lessee, whereupon this
Lease shall terminate at noon on the tenth (10th) day following the date
such notice is given, without the necessity of any other “mise en
demeure” or legal process whatsoever. The Lessee shall thereupon quit
and surrender the Premises to the Lessor, or if not yet in possession,
the Lessee shall no longer have any right to possession of the Premises.
The Lessor shall have the right to enter the Premises and dispossess the
Lessee and remove any persons or property therefrom and/or may bolt the
Premises or change the locks thereon, any legislation to the contrary
notwithstanding, without the necessity of any legal proceeding whatsoever
and without being liable to the Lessee therefor in damages, or otherwise.
As of the tenth day after the date the Lessor notifies the Lessee that
it has terminated this Lease, the Lessor shall ipso facto and
automatically have the absolute right to treat as abandoned and to
discard, destroy, sell or otherwise dispose of all property then
remaining within the Premises, including all stock in trade, furniture,
and any other effects of any nature whatsoever, the whole without
compensation to the Lessee or any other party having any claim or
interest in the property which Lessee fails to remove from the Premises
within the delay provided for herein above.
	 
	 	 	17.2.2   In the event of such termination, Minimum Rent and Additional Rent
for the then current month and for the lesser of twelve months or each
subsequent month thereafter through to the expiry date of this Lease or
any valid renewal hereof, shall, ipso facto, as of and from the
occurrence of said default, become due and payable to the Lessor, the
whole without notice, demand or delay and without prejudice to the
Lessor’s right to claim from the Lessee all other costs, expenses and
damages suffered or to be suffered by



24






 

	 	 	the Lessor as a result of the
Lessee’s default or the premature termination of this Lease.
	 
	 	 	17.2.3   In the case of termination where the Lessee is bankrupt or
insolvent, the Lessor shall, in addition to all its other rights,
remedies and recourses, be entitled to the equivalent of three (3)
months’ Minimum Rent and Additional Rent as accelerated rent.
	 
	17.3	 	LESSOR’S CUMULATIVE RIGHTS



Neither the stipulation nor the exercise by the Lessor of any right it may have
hereunder or in law shall preclude the exercise by the Lessor of any other
right it may have hereunder or in law. Without limiting the generality of the
foregoing, the rights of termination stipulated in favour of the Lessor under
this section 17 and elsewhere in this Lease shall not prevent the Lessor from
exercising its rights to claim any penalty stipulated hereunder and/or to
petition for a provisional, interlocutory or permanent injunction or specific
performance, and/or to claim for damages.



	17.4	 	CROSS-DEFAULTS




Lessee acknowledges that it has or will, directly or indirectly through other
entities of the Microcell group of companies, enter into other leases and
guarantees in connection with the tenant’s obligations under such leases with
Lessor, the whole for other premises in the Building known generally as
follows:




	q	 	Switch room comprising approximately 7,376
square feet of Usable Area on Floor “A” together with
certain spaces on the loading dock and roadway levels
	 
	q	 	All other spaces which may be eventually
occupied as a result of expansion, option, first
refusal, or similar rights affecting the parties



Lessee hereby accepts and agrees that any default under any of the aforesaid
leases or guarantees shall also constitute a default under the present lease
and the other leases and guarantees and that any default under the present
Lease shall also constitute a default under the other said leases and
guarantees, it being understood that the Lessor, in any such case, may exercise
any right or recourse under any of the aforesaid leases and guarantees against
any party or parties independently or in any combination it may choose.



	18	 	DAMAGES
	 
	18.1	 	ACTS OF LESSEE



The Lessee shall be responsible for all damages or injury suffered by the
Lessor, its officers, employees, servants, agents, or co-tenants and for all
damages to the Building or Premises, caused by the act or neglect of the
Lessee, its officers, employees, servants or any other person for whom the
Lessee is legally responsible. Any such damage may be repaired by the Lessor
at the Lessee’s expense immediately in the event of an emergency or, in
non-emergency situations, if such damage remains unrepaired five (5) business
days after Lessor requests Lessee to repair same.



	18.2	 	LIMITATION OF LESSOR’S LIABILITY
	 
	 	 	18.2.1   The Lessor shall not, under any circumstances except in the case
of its own negligence, be liable in respect of any loss, injury or damage
suffered by the Lessee or any other person as a result of any of the
following occurrences:
	 


	 	 	18.2.1.1   loss or damage to property of the Lessee by theft, accident
or any other cause;
	 
	 	 	18.2.1.2   injury or damage to persons or property resulting from fire,
explosion, falling plaster, escaping steam or gas, electricity,
water (including sewer back-up), rain, snow or leaks from any
part of the Premises or the



25






 

	 	 	Building, or from any pipes,
appliances or plumbing work therein, or from dampness;
	 
	 	 	18.2.1.3   provided that the Lessor has taken all reasonable steps
within its control to alleviate same, any damage to the property
of the Lessee or any reduction in the Lessee’s enjoyment of the
Premises caused by the acts or activity of any third person
including any other tenant in the Building, or by any person in
the Premises, or by the construction of any private or public
work; or
	 
	 	 	18.2.1.4   loss or damage arising out of any delay in the finishing of
the Premises, or the interruption or modification of any service
or facility to be provided by the Lessor under the terms of this
Lease, caused or required by maintenance, repairs, strikes,
riots, labour controversies, accidents, fuel shortages, acts of
God or the Queen’s enemies, fire or other casualty, force
majeure, cas fortuit or other cause beyond the Lessor’s
reasonable care and control. The Lessor undertakes, however, to
take all reasonable steps to remove the cause of such
interruption with due diligence.
	 


	19	 	DAMAGE AND DESTRUCTION
	 
	19.1	 	TOTAL DESTRUCTION
	 
	 	 	19.1.1   If the Premises are totally destroyed or rendered substantially or
wholly untenantable by fire or other cause and the Lessor shall decide
not to rebuild or restore the Premises, or if the Building is so damaged
that the Lessor shall decide not to rebuild or restore same (whether or
not the Premises are damaged), the Lessor shall have the right within
ninety (90) days after such fire or other cause of destruction, to cancel
this Lease by written notice to the Lessee. If the Lessee is not then in
default or otherwise liable towards the Lessor hereunder, the Lessee’s
liability for Minimum Rent and Additional Rent shall cease as of the day
following the casualty.
	 
	 	 	19.1.2   If the Lessor elects to restore or rebuild the Premises, the
Lessor shall so notify the Lessee within ninety (90) days after such fire
or other cause of destruction.
	 
	 	 	19.1.3   If the Lessor notifies the Lessee that a period longer than one
hundred and eighty (180) days from the date of the casualty is required
to effect such restoration or rebuilding of the Premises, then either the
Lessor, or the Lessee if it is not then in default hereunder, shall have
the right to cancel this Lease as of the date of damage or destruction,
by means of a written notice to that effect to the other party within
fifteen (15) days of receipt by the Lessee of said notice by the Lessor
of the estimated period of restoration or rebuilding.
	 
	 	 	19.1.4   The Lessor’s notice of cancellation of this Lease may, however, be
included in the Lessor’s notification to the Lessee that it has estimated
that a period longer than one hundred and eighty (180) days from the date
of the casualty will be required to effect such restoration or
rebuilding.
	 
	 	 	19.1.5   If the Lessor notifies the Lessee that it estimates that the
period required to effect restoration or rebuilding of the Premises will
be longer than one hundred and eighty (180) days from the date of the
casualty and that it does not intend to proceed therewith, it shall be
deemed to have given to the Lessee notice of cancellation of this Lease.
	 
	 	 	19.1.6   If neither the Lessor nor the Lessee exercises its right to cancel
the Lease as aforesaid, the Lease shall, subject to section 19.2 below,
remain in full force and effect, and the Lessor shall proceed diligently
with the necessary restoration or rebuilding.
	 
	 	 	19.1.7   In the event of the cancellation of this Lease pursuant to any of
the provisions of this section 19.1, the Term shall expire and the Lessee
shall immediately vacate the Premises and deliver same to the Lessor upon
such cancellation, and the Lessee shall pay all Minimum Rent and
Additional Rent up to the date of fire or other cause of



26






 

	 	 	destruction. In the event of restoration or rebuilding pursuant to any of the provisions
of this Section 19.1, those provisions of Article 1865 of the Civil Code
of Quebec which would require Lessor to obtain court approval prior to
doing any such work are hereby waived by the Lessee and shall not apply
to this Lease.
	 
	19.2	 	RECONSTRUCTION OR REPAIR AND LIABILITY



In the event of such restoration or rebuilding, Minimum Rent and Additional
Rent shall abate in proportion to the part of the Premises which have been
rendered untenantable during the period commencing on the day following the
fire or other cause of destruction and ending on the day the Lessor delivers
the Premises to the Lessee for the Lessee’s finishing and fixturing work.



	20	 	EXPROPRIATION
	 
	20.1	 	EXPROPRIATION



The Lessor and the Lessee shall co-operate with each other in respect of any
expropriation of all or any part of the Premises or the Building, so that each
may receive the maximum award to which it is entitled by law. If the whole or
any part of the Premises, or the whole of the Building, or so much thereof as
shall, in the opinion of the Lessor, render it commercially undesirable to
continue operation of the Building, is expropriated, condemned or taken by any
competent authority for any purpose whatsoever, the Lessor shall have the right
at its discretion to terminate this Lease upon notice in writing to the Lessee
of not less than thirty (30) days, it being understood that if Lessor is able
to give a longer notice as a result of the length of notice Lessor receives
from the applicable government authority, then it will do so. The Lessee shall
have no claim in damages or otherwise against the Lessor relating to or arising
out of such expropriation, condemnation or taking, or arising out of such
cancellation of this Lease, nor shall the Lessor be obliged to contest any
expropriation proceedings.



	21	 	TERMINATION OF LEASE
	 
	21.1	 	EFFECTIVE DATE OF TERMINATION



Notwithstanding any present or future legislation to the contrary, including
without limitation Article 1879 of the Civil Code of Quebec, should the Lessee
remain in occupation of the Premises after the expiration of the present Lease
without having executed a new written Lease with the Lessor, such holding over
shall not constitute a renewal of this Lease. In such event the Lessee shall,
unless Lessor expressly authorises anything else to the contrary in writing, be
deemed to be occupying the Premises as a tenant from month to month, at a
monthly rental payable in advance on the first day of each month equal to
one-twelfth (1/12) of the aggregate of two (2) times the Minimum Rent (at the
rate in force during the final month of the preceding term), plus Additional
Rent, the whole without prejudice to all other rights and recourses of the
Lessor as a result of the Lessee’s failure to vacate the Premises. In addition
to the foregoing, the Lessor shall be entitled at the expiration of the Lease
to enter into and recover possession of the Premises by any means whatsoever.



	21.2	 	ABANDONMENT OF PROPERTY



Subject to the provisions of sections 15.2 and 17.2, the Lessee shall remove
all of its property from the Premises at the expiration or earlier termination
of this Lease. Any property belonging to the Lessee or any other person which
is left in the Premises after the termination date shall be deemed to have been
abandoned without compensation unless other arrangements have been agreed to in
writing by the parties hereto. In such event, the Lessor shall have the right,
after ten (10) days written notice to Lessee to that effect, to declare itself
owner of such property and to dispose of same in whatever manner it considers
appropriate. The Lessee shall not have any right to any compensation, nor
shall the Lessee be entitled to make any claim against the Lessor as a result
of such disposition, the whole without prejudice to the Lessor’s right to claim
from the Lessee all expenses, losses and damages caused by the Lessee’s failure
to remove such property as required herein.


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	22	 	ACCESS TO PREMISES
	 
	22.1	 	TO EXAMINE OR EXHIBIT PREMISES
	 
	 	 	22.1.1   The Lessor may, at any time and without any liability to the
Lessee, provided prior notice of a duration which is reasonable in the
circumstances is given to Lessee, enter the Premises to effect
alterations or repairs or for any purpose which the Lessor considers
necessary for the operation or maintenance of the Building or its
equipment or to examine same or have its contractors examine same for any
of the aforesaid purposes.
	 
	 	 	22.1.2   During the last twelve (12) months of the Term, the Lessee shall,
upon at least twenty-four hours’ prior notice, allow the Premises to be
exhibited by the Lessor and its agents to persons interested in leasing
same. The foregoing shall prevail over the provisions of Article 1885 of
the Civil Code of Quebec.
	 
	22.2	 	TO INSTALL EQUIPMENT



The Lessee shall permit the Lessor to install and maintain in the Premises
whatever is necessary or useful for the equipment, use or convenience of the
Building or its tenants, provided the Lessee’s enjoyment of the Premises is not
unduly interfered with. The Lessee shall have no claim against the Lessor
therefor.



	23	 	COMPLIANCE WITH LAWS AND INDEMNIFICATION
	 
	23.1	 	COMPLIANCE



The Lessee shall, at its expense, throughout the Term, promptly comply with all
laws, regulations, by-laws, ordinances and requirements of any authority having
jurisdiction over the Premises or the business conducted therein, including
without limitation the requirements of the fire, police and health departments.



	23.2	 	INDEMNIFICATION OF LESSOR



Unless same results from the fault or negligence of the Lessor, the Lessee
shall indemnify and hold the Lessor fully harmless and indemnified against any
and all claims, demands, losses, damages, liabilities, lawsuits and other
proceedings, judgements, reasonable costs and expenses (including reasonable
attorneys’ fees and court costs) arising directly or indirectly, in whole or in
part, out of a breach by the Lessee of its obligations under section 9.1, 23.1
or of any of its other obligations under this Lease, or out of any accident or
occurrence on or about the Premises causing injury or death to any person, or
damage to property.



	23.3	 	LESSEE’S OPERATING PERMITS



If any equipment, installation or apparatus to be used or installed by the
Lessee in the Premises requires a permit from any governmental authority, the
Lessee shall secure the required permit before installation and file a copy of
such permit with the Lessor. In addition, notwithstanding the provisions of
Article 1854 of the Civil Code of Quebec, the Lessee shall be responsible, at
its expense, for obtaining any occupancy, business or similar permits which it
may require in order to use the Premises for the purposes provided for in this
Lease and any failure by the Lessee to obtain any of such permits shall not
entitle the Lessee to cancel this Lease or obtain a reduction of Minimum Rent
or Additional Rent.



	24	 	ALIENATION BY THE LESSOR
	 
	24.1	 	THE LESSOR’S RIGHT TO ASSIGN



Without in any way limiting the right of the Lessor to assign this Lease, the
Lessor or the owner(s) of the Building shall have the right to assign or
hypothecate this Lease in favour of a


28






 


lending institution as security for any
obligation. In the event of any such assignment or hypothecation and
notification thereof to the Lessee, this Lease shall not be cancelled or its
financial conditions modified for any reason whatsoever, without the written
consent of the creditor, except as provided for, anticipated, or permitted by
the terms of this Lease or by law. The Lessee shall, if and whenever
reasonably required by the Lessor, at the Lessor’s expense subordinate this
Lease to such hypothec or assignment.



	24.2	 	SALE OR TRANSFER OF BUILDING



In the event of any sale or transfer of the Building, or the making of any
lease thereof, or the sale, transfer or assignment of any such lease, and
provided that the transferee, acquirer or lessee assumes all of the obligations
of the Lessor under this Lease arising from and after the effective date of
such sale, transfer, lease or assignment, then without further agreement
between the parties, or between the parties and the transferee, acquirer or
lessee, the Lessor shall be released from all of the obligations so assumed,
and the Lessee shall thereafter be bound to such transferee, acquirer or
lessee, as the case may be, with the same effect as though the latter had been
the Lessor under this Lease.



	25	 	PRIOR OCCUPANCY
	 
	25.1	 	PRIOR OCCUPANCY



Should the Lessee occupy or gain access to the Premises prior to the
commencement date of the Term, all terms and conditions of this Lease,
including the free rental periods contemplated in this Lease, shall have effect
and apply to such occupation or access.



	26	 	UNAVOIDABLE DELAY
	 
	26.1	 	NON-RESPONSIBILITY OF LESSOR OR LESSEE



Notwithstanding anything in this Lease to the contrary, if any party is bona
fide delayed or hindered in or prevented from performing any obligation
hereunder by reason of Unavoidable Delay (as defined hereinafter) then
performance of such obligation is excused for the period of the delay and the
delay to perform such obligation shall be extended by the same period. However,
the foregoing shall not operate to excuse Lessee from promptly remitting any
payment required by this Lease. For the purposes hereof “Unavoidable Delay”
shall mean the following: any delay occasioned by cas fortuit, force majeure,
strike, lockout, labour trouble, inability to procure materials, restrictive
government rules, regulations or orders, bankruptcy of contractors or any other
condition whether of the foregoing nature or not (other than the financial
condition of either party) which is beyond the reasonable control of the party
invoking it.



	27	 	RELOCATION
	 
	27.1	 	RELOCATION OF LESSEE



After the execution of this agreement and during the Term, the Lessor shall not
have the right to relocate the Premises in whole or in part within the
Building. Notwithstanding the foregoing, it is agreed that Lessor shall in no
way be prohibited from reclaiming or relocating portions of the Premises when
making modifications to the Building which may affect the Premises in a minor
fashion and that in such event, Lessor shall work with Lessee so as to minimize
the impact of any such changes on the Premises.



	28	 	NOTICES
	 
	28.1	 	NOTICES



Any notice or demand contemplated by or pertaining to this Lease shall be in
writing and shall be


29






 


given by either party hereto to the other by registered or
certified mail, telecopier, bailiff, private messenger service or hand
delivered to the address of the party to whom notice is being given or when
left upon the Premises. Any notice sent by registered or certified mail shall
be deemed to have been received three (3) business days following the date of
mailing (provided that at such time no postal strike is in progress or has been
announced). Any party may change its address for notice by advising the other
party in writing of such change in the manner provided in this section 28.1.



	28.2	 	ADDRESSES FOR PURPOSES OF NOTICE




	 	 	 
	The Lessor:	 	
825 St. Antoine West, Level 2

Post Office Box 1000, Place Bonaventure,

Montreal, Quebec H5A 1G1

Attention: General Counsel
	 
	The Lessee:	 	
The Premises with copy to the attention of the Chief Financial
Officer and Vice-President, Legal Affairs which are located at the
address indicated on the first page of this Lease.




	28.3	 	ADDRESS FOR SERVICE



For purposes of service of all notices, writs and/or other legal documents in
any suit at law, action or proceeding which the Lessor may take to enforce its
rights under this Lease, the Lessee elects domicile at the Premises or, if the
Lessee no longer occupies the Premises, then at its head office at 1000 de la
Gauchetiere W., 25th Floor, Montreal, Quebec.



	29	 	INTERPRETATION
	 
	29.1	 	REPRESENTATIONS, WARRANTIES, PRIOR AGREEMENTS, OFFER TO LEASE



This Lease constitutes the entire agreement between the Lessor and the Lessee,
and supersedes all prior agreements (including offers to lease),
representations and warranties, verbal or written, in respect of the Premises.
This Lease may only be modified by agreement in writing duly signed by the
Lessor and the Lessee.



	29.2	 	EXCLUSIVITY



The Lessor shall not be precluded from leasing any other space in the Building
to any other person carrying on the same or similar business to that of the
Lessee.



	29.3	 	BROKERAGE COMMISSION



Except for the commission payable pursuant to any agreement between the Lessor
and the Lessee’s authorised broker, the Lessee shall pay, to the entire
exoneration of the Lessor, any commission or other form of consideration which
may be owing to any agent or broker in connection with this Lease or any offer
to lease which may have preceded this Lease. The Lessee shall indemnify and
hold the Lessor fully harmless and indemnified against any and all other
claims, demands, losses, damages, liabilities, lawsuits and other proceedings,
judgements, costs and expenses (including reasonable attorneys’ fees and court
costs) arising directly or indirectly, in whole or in part, out of any claim
for any such commission or other consideration.



	29.4	 	GOVERNING LAW



This Lease shall be governed and interpreted in accordance with the laws of the
Province of Quebec and the laws of Canada applicable therein. Should any
clause or part of a clause be illegal or unenforceable under the laws of
Quebec, it shall be considered severable, and the remainder of the Lease shall
remain in full force and effect, to the extent permitted by Article 1438 of the
Civil Code of Quebec.


30






 



	29.5	 	 	SUCCESSORS AND ASSIGNS



Subject to the provisions of section 16, the obligations of the Lessee
hereunder shall be binding upon the permitted successors and assigns of the
Lessee.


	29.6	 	 	INTERPRETATION, CAPTIONS
	 


	 	 	 	29.6.1   This Lease shall be read with such changes in number and gender as
are appropriate, according to whether the Lessee is an individual male or
female, or a partnership, corporation or association. If there is more
than one person comprising the Lessee, each such person shall be
solidarily liable (within the meaning of Articles 1523 and following of
the Civil Code of Quebec) for the performance of all of the obligations
of the Lessee hereunder, and unequivocally, unconditionally and
irrevocably waives the benefits of subrogation.
	 


	 	 	 	29.6.2   All captions and headings appearing in this Lease have been
inserted for ease of reference only and in no way define, limit or
enlarge the scope or meaning of any provision of this Lease.
	 


	29.7	 	 	WAIVER



Failure of the Lessor to insist upon the performance of any covenant or
condition of this Lease or to exercise any right or option contained in this
Lease shall not be construed as a waiver or relinquishment of any such
covenant, condition, right or option. No such waiver or relinquishment shall
be valid unless in writing and signed by duly authorised persons on behalf of
the Lessor. The acceptance of Minimum Rent or Additional Rent from or the
performance of any obligation by a person other than the Lessee, shall not be
construed as an admission by the Lessor of any right, title or interest of such
person as sub-lessee, assignee, transferee or otherwise in the place of the
Lessee.



	29.8	 	 	DEROGATION FROM LAW



In each instance where a provision of this Lease derogates from the Civil Code
of Quebec or any other statute, regulation or by-law, such derogation shall
operate notwithstanding the absence of any express reference herein to such
statute, regulation or by-law.



	30	 	 	RULES AND
REGULATIONS
	 


	30.1	 	 	ACTS OF NUISANCE
	 



	 	 	 	30.1.1   The Lessee shall not perform any act or carry on any practice
which may cause damage to the Premises or Building, or which may cause
damage or constitute a nuisance to other tenants, occupants or users of
the Building. The Lessee shall discontinue any such act or practice
forthwith upon receipt of written notice from the Lessor.

	 


	 	 	 	30.1.2   The Lessee shall not do, or permit anything to be done on or about
the Premises, the Building or the Land which will injure or obstruct the
rights of the Lessor or of tenants or other occupants of the Building or
of owners or occupants of adjacent or contiguous property, or do anything
which is a nuisance. Lessee shall not do or permit to be done on or
about the Premises, the Building or the Land or maintain anything therein
or thereon which will in any way conflict with the laws, regulations,
by-laws, ordinances or requirements or any authority having jurisdiction
over the Premises, the Building or the Land or the business conducted
therein or thereon including, without limitation, the requirements of the
fire, police and health departments.

	 


	 	 	 	30.1.3   Without restricting the generality of the foregoing, the Lessee
shall, upon receipt of written notice from the Lessor, eliminate the
source or cause of any noise or vibration emanating from the Premises
which in the Lessor’s reasonable opinion is objectionable.





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	 	 	 	No loud-speakers, televisions, phonographs, radios or other similar devices
shall be used in such a manner as to be heard outside the Premises.
	 
	30.2	 	 	SIGNS, ADVERTISING



Subject to section 9.3, the Lessee shall not, without the prior written consent
of the Lessor, display, inscribe or print any sign, notice, advertisement or
lettering in or on any part of the Building, outside the Premises, upon the
exterior of the doors of the Premises, or within the Premises when such sign,
notice, advertisement or lettering is visible from outside the Premises. The
Lessor shall have the right to require the Lessee to remove any such sign,
notice, advertisement or lettering which, in the Lessor’s reasonable opinion is
objectionable, and the Lessee shall effect such removal within twenty-four (24)
hours of receipt of written notice from the Lessor. If the Lessee fails to
comply with the Lessor’s written request, the Lessor shall have the right,
without prejudice to any other rights and recourses which the Lessor may have
in respect of such failure, to remove, at the Lessee’s expense, any such sign,
notice, advertisement or lettering, and the Lessee shall not have any claim
whatsoever against the Lessor as a result of such action by the Lessor. The
Lessor shall also have the right to prohibit any advertising by the Lessee,
which, in the Lessor’s opinion, tends to impair the reputation of the Building
or any tenant of the Building, and upon receipt of written notice from the
Lessor, the Lessee shall immediately refrain from or discontinue any such
advertising.



	30.3	 	 	DIRECTORIES LISTINGS



Subject to Section 9.3, the number and style of all listings of the Lessee on
all directories in the Building shall be at the discretion of the Lessor. Any
change in said number and style of a listing(s) of the Lessee which are
requested by the Lessee shall be subject to the approval of the Lessor (which
approval shall not be unreasonably withheld) and shall be at the Lessee’s
expense.



	30.4	 	 	REMOVAL OF FURNITURE, FIXTURES



The Lessee shall not move out of the Premises any of the furniture placed or
the equipment installed therein without having given Lessor at least 24 hours
notice of such move. Lessee shall abide by all reasonable directives given by
Lessor in relation with the manner in which any such move is to be carried out.
Without limiting the generality of the foregoing, any moving of furniture or
equipment shall be carried out through the truck dock and only by way of the
doors, corridors and elevators and during such times as are designated from
time to time by Lessor.



	30.5	 	 	INSTALLATION OF FLOOR COVERING



Other than any floor coverings which are approved by Lessor and installed as
part of the original build-out of the Premises, the Lessee shall not lay any
floor covering which comes in direct contact with the floor of the Premises.
If the Lessee wishes to use linoleum or any other floor covering, an
interlining of builder’s deadening felt shall be first affixed to the floor of
the Premises by a paste or other material soluble in water. The use of cement
or other similar adhesive material is prohibited. All carpeting shall be
installed only by means of water soluble adhesive or tackless strip method.



	30.6	 	 	RECEIVING OF SUPPLIES



All loading and unloading of merchandise, supplies, materials, furniture and
equipment shall only be made through or by means of such doorways, passageways
and elevators as the Lessor may designate from time to time. It is understood,
however, that Lessee shall have access to such designated facilities 24 hours
per day, 7 days per week, for purposes of shipping and receiving said items.



	30.7	 	 	PASSAGES, ELEVATORS



The passageways, elevators, lobbies and stairways of the Building shall not,
unless approved by Lessor, be obstructed or used by the Lessee, its employees,
agents, visitors or licensees for any purpose other than the ingress to or
egress from the Premises or Building.


32






 


30.8     COOKING ON PREMISES PROHIBITED

Except for the use of microwave ovens and coffee machines which present no risk
of fire, and further provided no unpleasant cooking odours result from such
use, the Lessee shall not cook or prepare food on the Premises, including in
the “Bistro” areas.


30.9     HEAVY OBJECTS

Safes and other unusually heavy objects shall be placed by the Lessee only in
such places as may be approved by the Lessor. Any damage caused by overloading
the floor shall be repaired at the Lessee’s expense.


30.10     CANVASSING, SOLICITING

All canvassing, soliciting and peddling in the Building is strictly prohibited,
and the Lessee shall co-operate with the Lessor to prevent same.


30.11     ANIMALS

No animals may be brought into the Building without the prior written consent of the Lessor.


30.12     FURTHER RULES AND REGULATIONS

The Lessee shall observe such further reasonable rules and regulations as the
Lessor may from time to time adopt for the operation, good order, reputation,
safety, care or cleanliness of the Building or Premises. Such rules and
regulations shall not, however, be inconsistent with the terms of this Lease
nor unduly interfere with the Lessee’s enjoyment of the Premises.


30.13     WAIVER, MODIFICATION

The Lessor shall have the right to waive or vary selected rules or regulations
in respect of any one or more tenants of the Building, and the Lessor shall not
be responsible to the Lessee for the non observance or violation of any of said
rules and regulations by any other tenant. The Lessee hereby unequivocally and
unconditionally waives all of its rights against the Lessor under Article 1861
of the Civil Code of Quebec, so that Lessor shall not be liable for the actions
of other lessees in the Building, provided Lessor has taken reasonable measures
within its control in an attempt to assist Lessee in the circumstances. The
provisions of the rules and regulations shall not be deemed to limit any
covenant or provision of this Lease to be performed or fulfilled by the Lessee.


30.14     PUBLICATION OF LEASE

The Lessee shall not publish its rights under this Lease otherwise than by
memorial and then only after receiving the prior written approval of the
contents thereof by the Lessor.


31     OFFER TO LEASE

The parties hereto declare that the rights under any Offer to Lease or any
amendment thereto which preceded this Lease have been validly assigned to them
respectively and that they shall hold the other party harmless from and against
damages of any nature whatsoever arising from any claim or legal proceedings,
howsoever termed or qualified, which may be made or instituted by the
respective assigning party or parties whose name(s) appears on any such Offer
to Lease or any amendment thereto and take up the defence of the other party in
the event such applicable declaration is alleged or declared to be untrue.


33






 


32     ANTENNAS

32.1     LICENSE AGREEMENT

Microcell Connexions Inc. shall, so long as it is an affiliate corporation of
Lessee, have the right, throughout the Term and any renewal periods, to install
all equipment, radio-antennas and cables, (hereinafter collectively called the
“Equipment”) necessary to operate its PCS services and the internal network of
Microcell Connexions Inc. in the Premises and common areas of the Building.
Such right shall be without cost to the Lessee pursuant to the terms and
conditions stipulated under an agreement to be entered into by the parties in
accordance with the provisions of this section 32 (hereinafter called the
“License Agreement”), the whole except for direct costs incurred by the Lessor
in supervising, advising, and coordinating the installations and any special
taxes applicable, if such is the case, and the actual cost of electricity
consumed by such equipment, which cost shall be estimated and invoiced in the
same fashion as indicated in section 10.2 of this Lease. Notwithstanding
anything in said License Agreement or herein to the contrary, nothing in said
License Agreement or in this Lease or the other leases to be entered into by
the parties hereto shall entitle Lessee to place any antenna or related
equipment by any manner or in any place not previously approved by Lessor in
writing, which consent shall not be unreasonably withheld. Without limitation,
same shall not be installed in any place so as to render the equipment visible
from either any restaurant, room or other portion of the Bonaventure Hotel
premises or from any location on the streets and sidewalks of any area near the
Building. All such installations shall respect the architectural integrity of
the Building and shall not interfere with any other tenant, occupant or user of
any portion of the Building and they must not interfere with or obstruct the
operation of any other antenna, dish, or similar operation in the complex. All
such installations made to the Premises or in any part of the Building outside
the Premises for the benefit of the Lessee’s antennas, fibre optic connections,
and related installations, shall, at the option of Lessor, be removed by the
Lessee at its cost at the expiry of the lease or any renewal period.


32.2     RIGHTS AT EXPIRY OF TERM

The Lessor hereby agrees that at the expiration of the Term or any renewal
periods, Microcell Connexions Inc. shall have the right to extend the Term of
the License Agreement under the same terms and conditions for a term equal to
the lesser of a] five (5) years or b] the duration of Lessee’s occupancy of the
Premises prior to the said expiration of the Term for whatever reason. However
at such expiration, Microcell Connexions Inc. shall begin to pay to the Lessor
a fee based on comparable fees paid by Microcell Connexions Inc. or its
competitors for the installation of similar equipment in other buildings at
that time in the Montreal region.


32.3     USE OF RISERS



The Lessor hereby authorizes Microcell Connexions Inc. to use the risers
available in the Building in order to connect its Equipment. It is agreed that
Lessor shall at all times retain absolute control of said risers and the manner
of use thereof by Lessee shall be at Lessor’s complete discretion. Lessee
agrees to pay Lessor all reasonable expenses Lessor incurs to supervise, aid,
or which otherwise result from Lessee’s use of said risers, it being understood
that use of said risers shall be rent-free.


32.4     APPROVAL OF PLANS & SPECIFICATIONS

All plans and specifications shall be prepared by Microcell Connexions Inc. and
sent to the Lessor for its approval, which approval shall not be unreasonably
withheld.


32.5     NON EXCLUSIVE RIGHT

The License Agreement shall reflect and give effect to the Lessor’s concern
that this right is not exclusive, and that the Lessor and the Lessee shall work
together to identify the best locations for the Equipment. The Lessee also
understands the Building will undergo major renovations in the next years and
this may force the Lessee to re-locate some or all of its Equipment from time
to time at its cost. Said relocations shall be done upon thirty (30) days
prior written notice. If more than two relocations are required by Lessor
within a given twelve (12) month period, the third


34






 


and all subsequent
relocations during such twelve month period shall be at Lessor’s cost. The
parties confirm that all such installations shall respect the architectural
integrity of the Building and shall not interfere with any other tenant,
occupant or user of any portion of the Building and they must not interfere
with or obstruct the operation of any other antenna, dish, or similar device or
operation in the Complex.


32.6     UTILITIES FOR EQUIPMENT

The Lessee shall be responsible for any and all utilities and other costs
related to the operations of its Equipment.


33     VIDEOTRON FIBRE OPTIC SERVICE

33.1     COMPLIANCE WITH RULES

The corporate group commonly known as “Videotron” shall, provided it respects
Lessor’s rules and regulations relating to the Building as same may be
established by Lessor from time to time, have the right to install and connect
its fibre optic network into the Building for the sole purpose of servicing the
requirements of the Lessee in the Premises. Lessor’s prior written approval
(which approval shall not be unreasonably withheld) of Videotron’s
installations shall be obtained prior to the performance of any work in that
regard by Videotron or Lessee and Videotron shall reimburse all reasonable
costs incurred by Lessor to study, evaluate, and supervise all such work or
installations. Except for the granting of approval in accordance with the
foregoing, nothing herein shall be interpreted so as to impose any obligation,
liability or responsibility whatsoever on Lessor with respect to such
installations or for the operation and delivery of fibre optic or related
services contemplated by this article and to be provided by Videotron or any
other such supplier.


33.2     APPROVAL OF PLANS

Prior to the commencement of any such work, all plans and specifications shall
be prepared by Videotron and sent to the Lessor for its approval, which
approval shall not be unreasonably withheld.


33.3     OTHER USERS OF COMPLEX

In the event that Videotron requests to service other users in the Building,
then Videotron and the Lessor shall negotiate an agreement based on normal
terms and conditions for this type of service, it being understood however that
neither Videotron nor Lessor shall be under any obligation to conclude any
arrangement which is not for the sole purpose of serving Lessee or which is
intended to service other users of the Building besides Lessee.


34     INTERIOR
PARKING

34.1     NUMBER OF SPACES

As of September 1, 1998 and throughout the Term and any extension thereof, the
Lessor shall provide the Lessee, at its request, with up to twenty (20)
unreserved interior parking spaces at prevailing rates as same may be
established from time to time. In addition to the foregoing and to the space
contemplated in section 34.2, the Lessor shall provide the Lessee, at its
request, with one (1) reserved parking space and up to one (1) unreserved
interior parking space for every 4000 square feet of Rentable Area of the
Additional CNX Space marked on Schedule A which is occupied, the whole at
prevailing rates as same may be established from time to time.


34.2     FENCED SPACE

As of the commencement date and throughout the lease Term and any extension
thereof, the Lessor shall provide the Lessee, at its request, with one reserved
interior parking space at prevailing rates as same may be established from time
to time. The Lessor hereby agrees that the Lessee may, at its cost, build a
fence around said reserved parking space. Upon cancellation of


35






 


said reserved
space, the Lessee shall remove said fence and completely restore the area to
its original state entirely at its cost.


34.3     CANCELLATION PROCEDURE

From time to time throughout the Term, the Lessee will give the Lessor at least
a thirty (30) day prior written notice of any changes in connection with its
parking space additions or cancellations.


35     STORAGE
SPACE AND BISTROS

35.1     RENTAL RATE

The Lessee shall have a right to lease, in “as is condition”, up to four (4)
separate storage areas of up to one thousand (1000) square feet of Usable Area
each at a cost of ten dollars ($10.00) per square foot of Rentable Area per
annum, all included. The exact locations of same in the Building shall be
determined by the Lessor and the Lessee acting reasonably within thirty (30)
days of Lessor’s reception of a written notice from the Lessee requesting such
space.


35.2     CANCELLATION PROCEDURE

Thereafter, should the Lessee not need all or part of said storage areas, then
it will inform the Lessor in writing and the lease for such storage space(s)
will be cancelled within 30 days of such notice to the Lessor, it being agreed
that Lessee will, at the time of such cancellation, reimburse Lessor the
unamortized cost incurred by Lessor, if any, to build or create the said
storage space. In all cases, said cost shall be disclosed by Lessor to Lessee
at the time such space is originally leased in accordance with section 35.1
hereof. Notwithstanding the foregoing, Lessee shall not be entitled to cancel
the lease for any such storage area if the space in question would not comply
with applicable building codes, laws, and regulations.


35.3     APPROVAL OF PLANS

All plans for the entrances to the bistros to be created by Lessee at various
places on Floor “A” which shall be accessible from a common area of the
Building (as opposed to from within the Premises) shall require the prior
written approval of Lessor, which approval may not be unreasonably withheld.


36     LEASE
AMENDMENTS FOR EXPANSIONS AND REDUCTIONS

If and when the Lessee exercises any of the cancellation or expansion rights
described in sections 37, 38, 39 and 41, the Lessor shall prepare, at its cost
and expense, an applicable amendment to this Lease and the area in question
shall accordingly be added or deleted from the Premises.


37     OPTION
TO EXPAND CSR ON FLOOR “A”

37.1     OPTION TO EXPAND

The Lessee shall have the option to expand the area of the Premises known as
Area “G” (Solutions Expansion), at anytime between April 1st, 1999 and December
31st 1999, by the area of 3,720 square feet of Usable Area (hereinafter known
as the “Third CSR-A Space”). The Third CSR-A Space shall be located on Floor
“A” of the Building in the area identified as Area “B” on Schedule “A” attached
hereto. In order to exercise its right to expand, the Lessee shall provide the
Lessor with at least four (4) months prior written notice stipulating the area
required and the proposed occupancy date. The Third CSR-A Space shall be
subject to the same rates, terms and conditions as contained in this Lease,
including a Leasehold Improvement Allowance of twenty-six dollars and
eighty-five cents ($26.85) per square foot of Usable Area.


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37.2     CONFIGURATION OF THIRD CSR-A SPACE

This right may be exercised only once and shall be configured approximately as
indicated on the floor plan attached as Schedule “A” hereto.


37.3     THIRD CSR-A SPACE IMPROVEMENTS

The Third CSR-A Space shall be delivered to the Lessee with the improvements
outlined in Schedule “C” herewith attached, the whole at the Lessor’s cost in
accordance with the $13.00 per square foot of Rentable Area budget for base
building work described in the said schedule and the $26.85 per square foot of
Usable Area leasehold improvement allowance described in the said schedule. In
the event that the base building work cost exceeds $13.00 per square foot of
Rentable Area, the excess shall be deducted from the leasehold improvement
allowance; in the event such base building work is less, the provisions of 6.9
shall apply.


38     OPTION
TO EXPAND CSR ON FLOOR “B”

38.1     OPTION TO EXPAND (THIRD CSR-FLOOR “B”)

The Lessee shall have the option to expand the area of the Premises known as
the 2nd CSR Space at anytime between April 1st, 1999 and February 28, 2000 by
an area of up to 13,500 square feet of Usable Area (hereinafter known as the
“Third CSR-B Space”). The Third CSR-B Space shall be located on Floor “B” of
the Building in the areas identified as being Area “B”, Area “C” and Area “E”
on Schedule “A-1” attached hereto. In order to exercise its right to expand,
the Lessee shall provide the Lessor with at least two (2) months prior written
notice to be received by Lessor at its offices by no later than 4 p.m. on
February 28, 2000, with said notice clearly stipulating the area required and
the proposed occupancy date, it being agreed however that the commencement of
the term for this area shall in no event be later than May 1, 2000. The Third
CSR-B Space shall be subject the expansion modalities in the second paragraph
and the fourth to the eighth paragraphs of section 39.1 and the first indented
paragraph of section 39.2 and shall also be subject to the same rates, terms
and conditions as contained in this Lease, including a leasehold improvement
allowance of twenty-six dollars and eighty-five cents ($26.85) per square foot
of Usable Area which will be prorated based on the remaining length of the
Term.


38.2     CONFIGURATION OF THIRD CSR-B SPACE

This right may be exercised once, the whole to be configured in a manner having
the same ratio of windowed to non-windowed space as the balance of the space
occupied by the Lessee on the floor in question. It is agreed that the precise
area shall be designated by Lessor and Lessee taking into account Lessee’s
preferences and space availability and that if Lessee exercises all its
expansion rights it will have all of the area shown on the said plan. However,
if said area is not available at the time such right is exercised by Lessee due
to the exercise of this option prior to the time the existing tenant must
return the area in question, Lessor will have discretion in allocating the
exact area, it being agreed that Lessee will nevertheless be allocated
vertically or horizontally contiguous space.


38.3     THIRD CSR-B IMPROVEMENTS

The Third CSR-B Space shall be delivered to the Lessee with the improvements
outlined in Schedule “C” herewith attached, the whole at the Lessor’s cost in
accordance with the $13.00 per square foot of Rentable Area budget for base
building work described in the said schedule and the pro rated $26.85 per
square foot of Usable Area leasehold improvement allowance described in the
said schedule. In the event that the base building work cost exceeds $13.00 per
square foot of Rentable Area, the excess shall be deducted from the leasehold
improvement allowance; in the event such base building work is less, the
provisions of 6.9 shall apply.


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39     OPTION
TO EXPAND CNX ON FLOOR “A”

39.1     OPTION TO EXPAND

The Lessee shall have the option to expand at any time between June 1st, 1999
and February 28, 2000. The expansion shall take place into the area marked for
that purpose on Schedule “A” and shall be up to approximately 17,989 square
feet of Usable Area, with the Rentable Area thereof being determined by
calculating the Usable Area in accordance with BOMA standards for office space
measurements and adding thereto 15% for common areas (hereinafter referred to
as the “CNX Expansion Space”). The Usable Area shall be calculated by the
Lessor’s architect before the commencement date.


The right to expand shall be exercised by increments of at least four thousand
(4000) square feet of Usable Area each, beginning with the areas closest to the
CNX area at the corner of St-Antoine and University of the Building
cross-hatched in green on Schedule “A” and referred to as the Additional CNX
area of 25,740 square feet of Usable Area and expanding westward therefrom, and
shall be subject to the ratio and configuration conditions expressed in section
38.2 of the this Lease.


In order to exercise said right to expand, the Lessee shall provide the Lessor
with a minimum thirty (30) days prior written notice stipulating the area
required, the proposed fixturing period and the commencement date. The
commencement date for this CNX Expansion Space shall be no more than 90 days
following such written notice and shall in no event be later than May 1, 2000.


During such fixturing period and up to the commencement date for the CNX
Expansion Space, the Lessee shall have access to the CNX Expansion Space but it
shall not pay for any Minimum Rent or Additional Rent, it being understood
however, that utilities (such as electricity and chilled water) consumed in the
space during such period shall be paid for by Lessee. Representatives of both
the Lessee and the Lessor shall have concurrent access to the CNX Expansion
Space during said build-out periods in order to plan and execute their
respective construction, fixturing and related tasks, the parties hereto hereby
undertaking to be fully co-operative with each other so as to facilitate the
accomplishment of such tasks.


This right to expand shall be exercised one or more times until such CNX
Expansion Space has been entirely occupied or, at the latest, by February 28,
2000, after which date said right to expand shall cease to apply.


It is understood that the term for the CNX Expansion Space shall be co-terminus
with the Premises as provided in section 3.1 of this Lease.


Except as otherwise provided herein, the CNX Expansion Space shall be subject
to the same rates, terms and conditions as contained in this Lease, including
the Leasehold Improvement Allowance of TWENTY SIX dollars and EIGHTY FIVE cents
($26.85) per square foot of Usable Area. Should this right to expand be
exercised after October 1, 1999, then such amount of 26.85$ per square foot of
Usable Area shall be prorated based on the remaining length of the Term.


In the event that the entire amount set in the Improvement Allowance is not
spent once the CNX Expansion Space is completed, then such amount shall be
deducted from the Minimum Rent using a 9% factor applied on a per square foot
basis to the area for which it applies.


39.2     CONDITION OF THE CNX EXPANSION SPACE

The CNX Expansion Space shall be delivered to the Lessee in the condition
described in Schedule “C” and with the following items completed:



	 	q	 	the floor slab levelled and smooth, ready to
receive carpet; and
	 
	 	q	 	installation of new white heating units to replace
the existing ones along the St-Antoine street side border
of the Additional CNX Space.



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39.3     CORRIDOR

In the event that Lessee does not exercise this option to lease the CNX
Expansion Space in its entirety as shown on Schedule “A-2” and a corridor must
be built to provide access from the freight elevators to the exit corridor CNX
Expansion Space, Lessor shall determine the location of such corridor and
Lessee and Lessor shall share the cost thereof equally, it being understood
that Lessor shall construct same when required. Lessor may subsequently
relocate said corridor from time to time without the consent of Lessee and all
costs regarding same shall be solely at Lessor’s expense.


39.4     EXPIRY OF OPTION AND SUBSEQUENT RIGHTS

In the event that by
February 28th, 2000, the Lessee has not exercised the
expansion rights granted pursuant to section 39, the Lessee shall have a right
of first opportunity on the CNX Expansion Space or any portion thereof which
then remains available. Said right of first opportunity shall expire on June
30th, 2000. By virtue of such right of first opportunity the Lessor agrees to
offer, in writing, to the Lessee on or about March 1st, April 1st, May 1st
June 1st and June 25th, 2000 any such space that is then available for leasing.
Upon receipt of each of Lessor’s notice the Lessee shall have a maximum of
five (5) business days therefrom to advise Lessor of its interest in leasing
any or all of such space (the minimum area that Lessee may exercise such right
upon being four thousand square feet (4,000 sq. ft.) of rentable area).
Failure by the Lessee to exercise its right for any such space on any prior
date will not prejudice its right over that same space if it is still available
on any subsequent date, it being understood that Lessor’s notice shall include
all space in the above mentioned area available on each one of the given dates
provided for herein above, including that over which the Lessee has not
previously exercised its right. Leasing of any such space shall be upon the
same terms and conditions as provided for under this Offer (except for the
leasehold improvement allowance which shall be pro-rated to the shorter term).
In any interim period between the five (5) periods of exercise of this right of
first opportunity provided for herein above, Lessor may dispose of any space
not leased by the Lessee without consulting the Lessee in any way. However,
should Lessor fail to advise Lessee on or about any one of the given dates
provided for herein above, Lessor shall, prior to accepting during the relevant
period any offer from a third party for any such space of a minimum of four
thousand square feet (4,000 sq. ft.) of rentable area, provide notice of such
offer stating the essential terms and conditions of the proposed offer,
including rent and additional rent, and Lessee shall then have a period of
three (3) business days to lease such space on the terms and conditions stated
in the notice, failing which the rights granted to Lessee by the present
section shall become null and void and of no effect whatsoever as it applies to
the space indicated in such notice. The aforesaid right of first opportunity
shall also avail as provided for herein above in the case of the expansion
rights granted by virtue of section 38, as they apply to any remaining portion
of the Third CSR-B Space.


40     OPTION
TO RENEW THE LEASE

40.1     FIVE-YEAR OPTION

Provided the Lessee is not in default under this Lease or any other lease with
the Lessor and further provided that Microcell Telecommunications Inc. or a
company which it controls still bona fide occupy the Premises at the time this
option is exercised, the Lessee shall have an option to renew the Lease for all
or part of the then existing Premises for an additional term of five (5) years.
The Lessee shall exercise this option to renew by giving Lessor a written
notice of its intent to renew on or before midnight on January 31, 2009, it
being agreed however that Lessee may withdraw such notice at any time within
sixty (60) days after it is given and, in the event of such a withdrawal, the
notice shall be deemed to never have been given.


40.2     RENEWAL RENTAL

The terms and conditions of the renewal shall be the same as those contained in
this Lease except for the Minimum Rent. Said Minimum Rent shall be negotiated
in good faith once the notice contemplated in section 40.1 is given by Lessee
to Lessor and shall be based on then applicable market values calculated so
that Lessee benefits from leasehold incentives then available in the Montreal
office leasing market. Notwithstanding the foregoing, it is agreed that the net
effective rental rate for the Lessor shall in no way be less than eight dollars
($8.00) per leaseable square


39






 


foot with said rate to take into consideration,
among other matters usually considered in calculating net effective rates in
such circumstances, all costs to be incurred by Lessor in connection with the
transaction and a discount rate equal to the interest then chargeable by
Lessor’s bank on a mortgage having the same term as the renewal period in
question.


40.3     ARBITRATION

In the event that the Lessor and the Lessee have not reached an agreement as to
the Minimum Rent for the renewal term by October 1, 2009 and also provided that
the renewal notice has not been withdrawn pursuant to section 40.1, then such
matter shall be submitted to arbitration in accordance with Quebec’s Code of
Civil Procedure. Such arbitration shall set the net effective rental rate and
the leasing incentives and shall be binding upon both parties. Each party
shall pay for its own arbitration expenses and the cost of the arbitrator shall
be shared equally by Lessor and Lessee. Said arbitrator shall be selected by
the parties hereto and if they cannot agree on the selection of a single
arbitrator then each party shall appoint one arbitrator and the two arbitrators
so appointed will proceed in accordance with the Code of Civil Procedure to
appoint a third arbitrator.


41     RIGHT
TO CANCEL

41.1     NOTICE & PAYMENT REQUIRED

The Lessee shall have the right to vacate the whole of, or any part of, all or
any one or any combination of the areas enumerated in section 2.1 and to cancel
the Lease as it applies to any such area or areas as of April 30, 2002, April
30, 2005 or April 30, 2007 by giving a twelve (12) month prior written notice
to that effect to the Lessor. Six (6) months prior to the Lessee vacating all
or any part of the Premises pursuant to this right to cancel, the Lessee shall
pay to the Lessor a penalty, with all interest on said sum to be credited to
Lessee as provided for herein below, calculated as follows:



	 	 	 	41.1.1      if the right of cancellation is exercised on or before April 30th,
2001 to be effective on April 30, 2002, the Lessee shall pay a penalty in
an amount equal to thirty two dollars ($32.00) per square foot of
Rentable Area so cancelled;
	 
	 	 	 	41.1.2      if the right of cancellation is exercised on or before April 30th,
2004 to be effective on April 30, 2005, the Lessee shall pay a penalty in
an amount equal to nineteen dollars ($19.00) per square foot of Rentable
Area so cancelled; and
	 
	 	 	 	41.1.3      if the right of cancellation is exercised on or before April 30,
2006 to be effective on April 30, 2007, the Lessee shall pay a penalty in
an amount equal to twelve dollars ($12.00) per square foot of Rentable
Area so cancelled.



All interest for the six month period up to the effective date of cancellation
shall be calculated on the amounts paid by the Lessee by virtue of the above at
the rate then quoted by the Royal Bank of Canada for guaranteed investment
certificates for a fixed six (6) month term. The amount of such interest shall
be credited by Landlord against any amount due under this Lease or, if no such
amount is due at such time and all of the Premises are vacated by the Lessee
such that the Lease is terminated, reimbursed to the Lessee.


Notwithstanding the foregoing, it is agreed that the penalty provided for
herein-above shall not apply to the Storage Area identified in section 2.1 nor
to any additional area leased by virtue of section 35.1, without prejudice,
however, to the payment by Lessee, if applicable, of any amount provided for in
section 35.2.


41.2     CONFIGURATION OF REMAINING PREMISES

In the event that the Lessee exercises this right to cancel for part of the
Premises only, then the cancelled space must be returned to the Lessor
approximately square or rectangular in shape and


40






 


the ratio of linear feet of
exterior windows to the square footage of Usable Area of the portion to be
cancelled must be greater than or equal to that found in the Premises occupied
by the Lessee at the time of the notice. The cancelled space must also have
access to an elevator lobby and comply with all then applicable building codes
and related laws and regulations. Should Lessee exercise this right to cancel
for any part of the Premises which would require the surrendered area to
benefit from an access to and from the E/W Corridor, as of the date of
cancellation of such space, the following shall apply:



	 	q	 	Lessee shall have the right to return part of the E/W
Corridor required to comply with the criteria provided for
herein above for the space so returned;
	 
	 	q	 	Lessee’s obligation to pay Minimum Rent and
Additional Rent as it applies to the portion of the E/W
Corridor so returned shall cease;
	 
	 	q	 	Lessee shall pay to Lessor the applicable
cancellation penalty in accordance with the applicable
provisions of section 41.1 of this Lease computed on the area
of the part of the E/W Corridor so returned; and
	 
	 	q	 	no area of the E/W Corridor shall be used in the
calculation of the ratio of linear feet of exterior windows
provided for herein above.



42     DEFINITIONS




In this Lease, the following defined terms have the meanings indicated:


42.1     “ADDITIONAL RENT”

“Additional Rent” means all amounts or monies, other than Minimum Rent,
payable by the Lessee to the Lessor hereunder.


42.2     “BASE BUILDING PLANS”

“Base Building Plans” has the meaning ascribed thereto in section 6.1.


42.3     “BUILDING” OR “COMPLEX”

“Building” or “Complex” means the entire complex (together with the Land where
the context requires it) known as “Place Bonaventure”, bearing civic address
900 de la Gauchetière West, Montreal, Quebec, erected generally in the quadrant
bounded by de la Gauchetière West, University, St-Antoine and Mansfield, the
whole comprising all structures and improvements, whether above or below
ground, and consisting principally, without limiting the generality of the
foregoing, of the main Place Bonaventure structure located mainly on lot
1,288,918 of the Cadastre of Quebec — a shopping concourse, the Hotel where the
context requires it, an indoor parking garage, exhibition halls, the structure
situated above St-Antoine Street, the loading dock and the access ramp thereto,
as well as the underground passage located under de la Gauchetière Street and
known as “Le Passage”, but excluding the areas used as part of the Canadian
National Railway’s transportation network, the whole as shown on the site plan
attached hereto as Schedule “B”. The terms “Building” or “Complex” shall also
include or exclude, as the case may be, any area which may be acquired or
disposed of from time to time and which is logically, economically or
physically related or connected to the Building, Complex, or Land. Lessor
shall supply Lessee with a photocopy of the most recent cadastral description
of the Building within 10 business days of being requested to do so by Lessee.


42.4     “COMMON AREAS”

“Common Areas” mean any and all areas, services, and facilities of the Building
not intended for the exclusive use or benefit of any individual party or
lessee, including without restriction, all non-leaseable areas, service and
administration areas, roof, floor slabs, exterior walls, and exterior and
interior structural portions of the Building, public lavatories, truck docks,
common loading areas, electrical, music and public address systems, plumbing
and drainage systems, the heating, ventilation and air-conditioning system,
customer and service stairways, escalators and


41






 



elevators and all other areas,
services and facilities and the space such equipment occupies, which are
provided or designated from time to time by the Lessor as part of the Common
Areas (and which may be reduced, extended or otherwise altered by the Lessor,
at its entire and absolute discretion, from time to time).


42.5     “CNX EXPANSION SPACE”

“CNX Expansion Space” has the meaning ascribed thereto in section 39.



42.6     “CPI”

“CPI” has the meaning ascribed thereto in section 8.2.2.1.1.



42.7     “EXPIRATION DATE”

“Expiration Date” has the meaning ascribed thereto in section 3.1.




42.8     “HOTEL”

“Hotel” means the top portion of the Building, including the southern side of
“F” floor, used as a hotel presently known as “Hotel Bonaventure”.


42.9     “IMPROVEMENT
BUDGET”

“Improvement Budget” has the meaning ascribed thereto in section 7.




42.10     “LAND”


“Land” means mainly lot 1,288,918 of the Cadastre of Quebec as well as certain
other lots on which the Complex, including its connections and accessories, is
erected, including without limitation the land on, over or under which are
erected the “Exhibition Hall South” and truck dock, the truck ramp, the
underground garage and the underground passage and shops known as “Le Passage”
under de la Gauchetière Street, the whole as shown on the site plan attached
hereto as Schedule “B”. Upon request by the Lessee the Lessor shall provide
the Lessee with a copy of a technical description of the Land prepared by a
Quebec Land Surveyor, provided that the Lessee pays the Lessor for the costs of
reproducing such copy. In addition to the foregoing, the term “Land” shall also
include or exclude, as the case may be, any land which may be acquired or
disposed of from time to time and which is logically, economically or
physically related or connected to the Building, Complex, or Land.



42.11     “LEASE”


“Lease” means this agreement and all schedules hereto as described in section 1.1.



42.12     “LEASEHOLD
IMPROVEMENT ALLOWANCE”


“Leasehold Improvement Allowance” has the meaning ascribed thereto in section 7.




42.13     “LEASE
YEAR”


“Lease Year” means successive periods of twelve (12) calendar months commencing
on the first day of the first full calendar month of the term hereof, with the
exception of the first Lease Year, which may be for a maximum period of
thirteen (13) months, and the last Lease Year which may be for a period of less
than twelve (12) months. The Lessor shall have the right to change the Lease
Year from time to time, provided that the Lessee is not materially prejudiced
thereby.


42






 


42.14     “LESSOR”

“Lessor” means the party first herein above described, and includes its
successors and assigns. Furthermore, where the context permits, “Lessor” will
also include all servants, employees, mandataries and contractors of the
Lessor, as well as any other person under the Lessor’s control or for whom the
Lessor is responsible in law.



42.15     “LESSEE”


“Lessee” means the person executing this Lease and named as the “Lessee”.
Where the context permits, “Lessee” will also include all servants, employees,
mandataries and contractors of the Lessee, as well as any person under the
Lessee’s control or for whom the Lessee is responsible in law. “Lessee” shall
also include any permitted assignee or sublessee in accordance with this Lease.


42.16     “MINIMUM
RENT”

“Minimum Rent” means the rent payable pursuant to section 8.


42.17     “OFFER
TO LEASE”

“Offer to Lease” means the offer to lease dated July 14, 1998 signed by Place
Bonaventure Inc. on July 14, 1998 and by Microcell Telecommunications Inc. on
July 15, 1998, together with any amendments thereto.




42.18     “OPERATING EXPENSES” DEFINITION


“Operating Expenses” mean the aggregate of any and all expenses incurred or to
be incurred by the Lessor in any Operating Year, without duplication thereof,
which are attributable, in accordance with the Recommended Accounting Practices
for Real Estate and Development Companies produced by CIPREC (Canadian
Institute of Public Real Estate Companies) and generally accepted accounting
principles, to the maintenance, operation, repair, supervision, or replacement
of the Building or the maintenance, operation or supervision of the Land and
will include, if applicable and without limiting the generality of the
foregoing:



	 	 	 	42.18.1 Building Services
	 



	 	(i)	 	Cleaning;
	 
	 	(ii)	 	Electrical Power and Services;
	 
	 	(iii)	 	Heating, Ventilation and Air-Conditioning;
	 
	 	(iv)	 	Plumbing;
	 
	 	(v)	 	Elevator Service;
	 
	 	(vi)	 	Security and Hostesses;
	 
	 	(vii)	 	Material Handling;

(viii) Water Taxes and Rates;
	 
	 	(ix)	 	Building operations,
Building administration, general overhead,
administrative expenses and the cost of
operating the Building administration offices;
	 
	 	(x)	 	General Services;
	 
	 	(xi)	 	a 15% administration
charge to be added over and above all other
Operating Expenses and Real Estate Taxes;
	 



	 	 	 	42.18.2 Repairs and Modifications — Short Life
	 
	 	 	 	The cost of any repairs, modifications or additions
to the Building and/or machinery and equipment
therein and thereon where, in the reasonable opinion
of the Lessor, such expenditure may reduce Operating
Expenses, and the cost of any additional



43






 







	 	 	 	equipment or
improvements required by law or, in the Lessor’s
reasonable opinion, for the benefit or safety of
Building users, provided that said cost may properly
be expensed in accordance with generally accepted
accounting principles.
	 
	 	 	 	42.18.3      Repairs, Replacements, Modifications and Improvements — Long Life
	 
	 	 	 	The total annual amortisation of capital at rates
determined from time to time by the Lessor on the
basis of sound accounting principles, and interest on
the unamortized capital at a rate equivalent to the
lending rate actually charged or chargeable by the
Lessor’s bankers from time to time, of the cost of
all machinery, equipment, supplies, repairs,
replacements, modifications and improvements of a
non-structural nature which in the Lessor’s
reasonable opinion have an estimated useful life
longer than one (1) fiscal year of the Lessor and the
cost whereof has not previously been charged to the
Lessee.
	 
	 	 	 	42.18.4      Corporate and Financial Expenses
	 


	 	(i)	 	Insurance: The actual cost of all insurance that
may be carried by the Lessor in respect of, or
attributable to, the Building and the Land or related
thereto including without limitation: all-risk
insurance against fire and other perils, and
liability regarding casualties, injuries and damages,
boiler and machinery insurance and rental income
insurance;
	 
	 	(ii)	 	Taxes: Capital tax or any tax being calculated
with reference to a capital base, large corporation
tax, and place of business, water and business taxes
on the Lessor’s administration offices and on Common
Areas;
	 
	 	(iii)	 	Legal and Audit: Reasonable legal and audit
expenses incurred in connection with Building
operations;
	 
	 	(iv)	 	Adversarial Expenses: All expenses incurred to
contest, litigate, appeal, negotiate, settle,
evaluate, analyse, dispute or in any way challenge
the nature, quantum, appropriateness or any other
aspect of any amount claimed by any party, public or
private, in connection with the Building or the
operation thereof, including, without limitation,
legal, accounting, audit, expert, architectural,
engineering, medical, consulting, arbitration and any
other costs which are incurred as a necessary part of
any dispute to which the Lessor is a party, acting in
good faith;
	 
	 	(v)	 	Miscellaneous Expenses: Any other expense of a
miscellaneous nature not properly attributable to any
other category of expense provided such expense has
been reasonably incurred and does not result from
Lessor’s negligence.



It is expressly understood and agreed that Operating Expenses shall reflect
deductions from the gross operating expenses of the Building of any and all
costs actually recovered by the Lessor from the tenants of the Building by
means of a direct charge back to such tenants.


42.19     “OPERATING YEAR”

“Operating Year” means a year commencing on January first of a calendar year
and terminating on December thirty-first of that calendar year. The Lessor
shall have the right to change the Operating Year from time to time, provided
that the Lessee is not materially prejudiced thereby.


42.20     “PREMISES”


“Premises” has the meaning ascribed thereto in section 2.1.


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42.21     “PROPORTIONATE SHARE”




	 	 	 	42.21.1      “Proportionate Share” of the Lessee means that part of the Real
Estate Taxes and Operating Expenses payable by the Lessee to the Lessor
as Additional Rent pursuant to this Lease. The Lessee’s Proportionate
Share shall be calculated in accordance with the following rules and
principles.
	 
	 	 	 	42.21.2      The Complex shall be divided into different categories of space,
based on the use assigned to each such space by the Lessor from time to
time. Without limiting the generality of the foregoing, and by way of
example only and subject to the provisions of Section 0, presently, the
Complex is divided into the following space categories:
	 



	 	(i)	 	office space;
	 
	 	(ii)	 	retail space;
	 
	 	(iii)	 	exhibition hall space;
	 
	 	(iv)	 	storage space;
	 
	 	(v)	 	parking areas; and
	 
	 	(vi)	 	the Hotel (where the context requires it);
	 



	 	It is understood that Lessor’s foregoing allocations of
space to the various space categories of the Building
shall not be done in a manner which would be less
favourable for Lessee than the manner of so allocating
which resulted in the estimate of $0.65 per square foot of
Rentable Area as Lessee’s Proportionate Share of Real
Estate Taxes described in section 8.2.1. In addition,
said allocations of space shall not have the effect of
either increasing or decreasing the 15% common area factor
agreed to by the parties hereto in section 2.1 of this
Lease.
	 




	 	 	 	42.21.3      The Lessor shall allocate or assign Operating Expenses and Real
Estate Taxes to the different space categories of the Complex in
accordance with generally accepted accounting principles using, to the
extent possible, the quantitative criteria which are most relevant to,
and which will result in an equitable allocation of, the type of expense
in question among the occupants of the Complex. In the case of certain
expenses which vary in accordance with the occupancy rate of the Complex,
the Lessor shall apply a compensatory factor to such expenses in order to
take into account unoccupied space. Said allocation or assignment by the
Lessor shall be final and binding on the parties and without appeal once
same is approved by the Lessor’s external auditors and if Lessee has not
contested the validity of same by formal court proceedings to be
instituted within thirty (30) days of having received written notice of
same.
	 
	 	 	 	Without limiting the generality of the foregoing, whenever less than
ninety-five percent (95%) of the square footage of the Rentable Area of
the Building is occupied, the Lessor shall be entitled to allocate those
expenses, which are attributable to the use and occupancy of the Building
(such as but not limited to heating, air-conditioning and ventilating
expenses, electricity, cleaning and cleaning supplies) to the rented
space in the Building only and the Lessee shall pay a proportion of such
expenses, same to be the ratio that the square footage of the Rentable
Area of the Premises bears to the square footage of the Rentable Area of
all rented space in the Building, excluding the hotel, exhibition halls,
parking and storage areas. In no event will the Lessee be obliged to pay
an amount in virtue of the foregoing which is greater than the amount the
Lessee would have paid as the Lessee’s Proportionate Share had
ninety-five percent (95%) of the square footage of the Rentable Area of
the Building been rented and such expenses been included in Operating
Expenses. It is understood that this paragraph shall not apply to
Lessee’s Proportionate Share of Real Estate Taxes.
	 
	 	 	 	42.21.4      Once the Operating Expenses and Real Estate Taxes are so
allocated or assigned, the total amount allocated or assigned to each
category of space shall be divided by the number of square feet of Usable
Area which comprises said category in order to



45






 







	 	 	 	determine the rate per
square foot of Usable Area of Operating Expenses or Real Estate Taxes, as
the case may be.
	 
	 	 	 	42.21.5      At the end of each Operating Year, the Lessor shall provide the
Lessee with a statement, certified by the Lessor’s external auditors,
setting out the Operating Expenses and Real Estate Taxes applicable to
the category of space to which the Premises belong, as well as the total
number of square feet of Usable Area assigned to such category.
	 




42.22     “REAL ESTATE TAXES” DEFINITION



	 
	 		 	42.22.1      “Real Estate Taxes” mean all taxes, including surtaxes, rates and
assessments, general and special, levied or imposed with respect to the
Building (including any accessories and improvements thereto) and the
Land, including where applicable all taxes, rates, assessments and
impositions, general and special, levied or imposed for municipal,
inter-municipal, urban community, school or Olympic purposes, including
public betterment or general or local improvements. Any credit,
reimbursement, abatement or other form of relief in respect of real
estate surtaxes shall be entirely for the benefit of the Lessor, and the
amount thereof shall not, under any circumstance, be used to reduce Real
Estate Taxes as defined herein. The Lessor shall have the right to pay
any special assessment by instalments and, in such event, “Real Estate
Taxes” shall include the amount of any such instalment paid including
interest on the unpaid balance of the special assessment.
	 
	 	 	 	42.22.2      Real Estate Taxes shall also include any expenses (including
legal, appraisal, administrative and overhead expenses) incurred by the
Lessor in attempting to obtain a reduction of any Real Estate Taxes or
valuation.
	 
	 	 	 	42.22.3      If the system of real estate taxation shall be altered or varied
and any new tax or levy shall be levied or imposed on the Building and/or
Land and/or the gross revenues therefrom, and/or the Lessor in
substitution for and/or in addition to Real Estate Taxes presently levied
or imposed on immoveables in the city, town or municipality in which the
Building and Land are situated, then any such new tax or levy shall be
included within the term “Real Estate Taxes” and the provisions of this
Section 42.22 shall apply, mutatis mutandis. If the competent authority
shall at any time eliminate any tax, rate, assessment or imposition which
composed part of Real Estate Taxes for an Operating Year, the Lessor
shall eliminate same from the Real Estate Taxes for such Operating Year
for purposes of application of this clause.
	 
	 	 	 	42.22.4      The amount of the Real Estate Taxes which shall be deemed to have
been levied or imposed with respect to the Building and the Land shall be
such amount as the legal authority imposing Real Estate Taxes shall have
attributed to the Building and the Land respectively or, in the absence
of such attribution, or, if such legal authority shall include
immoveables other than the Building and the Land in imposing such Real
Estate Taxes, such amount as the Lessor in the exercise of its reasonable
judgement shall establish.
	 



42.23     “RENTABLE AREA”


“Rentable Area” shall mean the Usable Area to which is added fifteen percent
(15%) of such Usable Area to account for a tenant’s use and enjoyment of the
Floor Common Areas and the Building Common Areas (as these two last terms are
defined in the current BOMA Standards of office space measurement) and commonly
known as the gross square footage.


42.24     “REVISED METHOD”

“Revised Method” has the meaning ascribed thereto in section 8.2.2.1.2.


46






 


42.25     “TERM”

“Term” has the meaning ascribed thereto in section 3.1.


42.26      “THIRD CSR-A SPACE”

“Third CSR-A Space” has the meaning ascribed thereto in section 37.1.


42.27      “THIRD CSR-B SPACE”

“Third CSR-B Space” has the meaning ascribed thereto in section 38.1.


42.28     “USABLE AREA”

“Usable Area” means the square footage of the Premises or other area calculated
in accordance with current BOMA Standards of office space measurement, and
commonly known as the net square footage.


IN WITNESS WHEREOF Lessor and Lessee have duly executed these presents as of
the date and at the place first mentioned.



	 	 	 	 	 
	LESSOR
	 	 	
 
	 	 	
WPBI PROPERTY MANAGEMENT INC.
	 	 	
 
	WITNESSES:	 	
PER:
	 	 	
 
	
	 	 	 	

	 	 	 	 	Irene Papavasil
	 	 	 	 	Date:
	 	 	
PER:
	 	 	
 
	
	 	 	 	

	 	 	 	 	Richard Hylands
	 	 	 	 	Date:
	 	 	
 
	 	 	
 
	LESSEE
	 	 	
 
	 	 	
MICROCELL TELECOMMUNICATIONS INC.
	 	 	
 
	WITNESSES:	 	
PER:
	 	 	
 
	
	 	 	 	

	 	 	 	 	Alain Rhéaume
	 	 	 	 	Date:
	 	 	
 
	 	 	
 
	
	 	 	 	 



47






 



SCHEDULE “A” — PLAN OF PREMISES ON FLOOR “A” and EXPANSION RIGHTS ON FLOOR “A”



 






 





SCHEDULE “A-1” — PLAN OF PREMISES ON FLOOR “B” and EXPANSION RIGHTS ON FLOOR “B”



 






 





SCHEDULE “A-2” — PLAN OF PREMISES IN GARAGE



 






 





SCHEDULE “B-2” —
SITE MAP



 






 



SCHEDULE “B” — SITE MAP



SCHEDULE “C” — WORK TO BE DONE IN VARIOUS AREAS



BASE BUILDING DESCRIPTION-

(Solutions Call Center Area & Initial CNX)




	 	 	 
	

	1	 	
CEILING
	

	a	 	
Open ceiling with new ductwork,

no cable tray for telephone and data (by Tenant)
	

	b	 	
Open ceiling with apparent structure and equipment
	

	c	 	
Open ceiling cleaned and painted
	

	d	 	
Ceiling and ductwork to be painted white in its entirety
	

	 	 	
 
	

	2	 	
HVAC
	

	a	 	
HVAC system controlled by zones or by bay
	

	b	 	
Complete HVAC system including thermostats

Design criteria: 25 to 30% humidity in winter, 50 to 60% in summer

Assume 4.5 watts per sq.ft. for connected load
	

	 	 	
 
	

	3	 	
ELECTRICITY
	

	a	 	
Indirect fluorescent lighting, 30 foot-candle, electronic ballasts,
T-8 lamps, no glare, RP-1 norm
	

	b	 	
4.5W per sq. ft. of connected load

distribution panels included (max. 200 ft from loads) and one empty
conduit 1.5” diameter to each column

wiring from panels to workstations will be done by tenant including
circuit breakers
	

	 	 	
Connected load as follows:

            100% of call center and training rooms on the generator

            engineers (CNX) from normal power

            no workstations on UPS panels

technical rooms will be connected by the tenant

	

	c	 	
600 Volt supplied in the rooms with a switch, final distribution to
the equipment by tenant
	

	d	 	
Individual lighting controls for closed rooms
	

	e	 	
For electrical panel space planning, assumed a maximum of 4
workstations per circuit;

Include an additional 42 circuit electrical panel on normal power for
misc. loads
	

	 	 	
Check meter for Microcell space and equipment
	

	 	 	
 
	

	4	 	
SPRINKLERS
	

	a	 	
Sprinklers as per codes for open area concept as well as for closed
rooms, if we have a final

layout before we build, if not, for one open area with no demising
walls
	

	 	 	
 
	

	5	 	
FIRE PROTECTION
	

	a	 	
Fire hose cabinets relocated as per codes for one open area with no
demising walls
	

	b	 	
Exit signs, PA loudspeakers, fire detectors, and pull stations as per
codes for one open area with no demising walls
	

	 	 	
 
	

	6	 	
COLUMNS
	

	a	 	
Existing columns painted

Surface conduits for wiring to be supplied by Tenant
	

	 	 	
            42.28.1

	

	

	7	 	
WINDOW COVERING
	

	a	 	
Solar shades on windows
	

	 	 	
 
	

	8	 	
STAIRCASES
	

	a	 	
NONE
	

	 	 	
 
	

	9	 	
ACOUSTICS
	

	a	 	
Acoustic treatment and consultant provided by Tenant
	

	b	 	
Mechanical equipment to meet NC-40 standard
	

	 	 	
 
	

	10	 	
DEMISING WALLS
	

	a	 	
Standard demising walls (prime coat painted) to separate tenant's
premises from other tenant and from vacant spaces
	

	 	 	
 
	

	11	 	
DEMOLITION
	

	a	 	
Demolition of all existing partitions, equipment and finishes
	









 



 

BASE BUILDING DESCRIPTION

2nd CSR SPACE ON FLOOR “B” (45,754 of Usable Area.)




	 	 	 
	

	1	 	
CEILING
	

	a	 	
Open ceiling with new ductwork,

no cable tray for telephone and data (by Tenant)
	

	b	 	
Open ceiling with apparent structure and equipment
	

	c	 	
Open ceiling cleaned and painted
	

	d	 	
Ceiling and ductwork to be painted white in its entirety
	

	 	 	
 
	

	2	 	
HVAC
	

	a	 	
HVAC system controlled by zones or by bay
	

	b	 	
Complete HVAC system including thermostats

Design criteria: 25 to 30% humidity in winter, 50 to 60% in summer

Assume 4.5 watts per sq.ft. for connected load
	

	 	 	
 
	

	

	3	 	
ELECTRICITY
	

	a	 	
Indirect fluorescent lighting, 30 foot-candle, electronic ballasts,
T-8 lamps, no glare, RP-1 norm
	

	b	 	
4.5W per sq. ft. of connected load

distribution panels included (max. 200 ft from loads) and one empty
conduit 1.5” diameter to each column

wiring from panels to workstations will be done by tenant including
circuit breakers
	

	c	 	
Individual lighting controls for closed rooms
	

	d	 	
For electrical panel space planning, assumed a maximum of 4
workstations per circuit;
	

	 	 	
 
	

	4	 	
SPRINKLERS
	

	a	 	
Sprinklers as per codes for open area concept as well as for closed
rooms, if we have a final

layout before we build, if not, for one open area with no demising
walls
	

	 	 	
 
	

	5	 	
FIRE PROTECTION
	

	a	 	
Fire hose cabinets relocated as per codes for one open area with no
demising walls
	

	b	 	
Exit signs, PA loudspeakers, fire detectors, and pull stations as per
codes for one open area with no demising walls
	

	 	 	
 
	

	6	 	
COLUMNS
	

	a	 	
Existing columns painted

Surface conduits for wiring to be supplied by Tenant
	

	

	7	 	
WINDOW COVERING
	

	a	 	
Solar shades on windows
	

	 	 	
 
	

	8	 	
STAIRCASES
	

	a	 	
Two(2) internal steel staircase with industrial steel deck steps,
steel railings painted
	

	 	 	
 
	

	9	 	
ACOUSTICS
	

	a	 	
Acoustic treatment and consultant provided by Tenant
	

	b	 	
Mechanical equipment to meet NC-40 standard
	

	 	 	
 
	

	10	 	
DEMISING WALLS
	

	a	 	
Standard demising walls (prime coat painted) to separate tenant's
premises from other tenant and from vacant spaces
	

	 	 	
 
	

	11	 	
DEMOLITION
	

	a	 	
Demolition of all existing partitions, equipment and finishes
	




 






 



EXPANSION OPTION — Third CSR-B Space

(Floor B — 13,500 square feet of Usable Area)




	 	 	 
	

	1	 	
CEILING
	

	a	 	
Open ceiling with new ductwork,

no cable tray for telephone and data (by Tenant)
	

	b	 	
Open ceiling with apparent structure and equipment
	

	c	 	
Open ceiling cleaned and painted
	

	d	 	
Ceiling and ductwork to be painted white in its entirety
	

	 	 	
 
	

	2	 	
HVAC
	

	a	 	
HVAC system controlled by zones or by bay
	

	b	 	
Complete HVAC system including thermostats

Design criteria: 25 to 30% humidity in winter, 50 to 60% in summer

Assume 4.5 watts per sq.ft. for connected load
	

	 	 	
 
	

	

	3	 	
ELECTRICITY
	

	a	 	
Indirect fluorescent lighting, 30 foot-candle, electronic ballasts,
T-8 lamps, no glare, RP-1 norm
	

	b	 	
4.5W per sq. ft. of connected load

distribution panels included (max. 200 ft from loads) and one empty
conduit 1.5” diameter to each column

wiring from panels to workstations will be done by tenant including
circuit breakers
	

	c	 	
Individual lighting controls for closed rooms
	

	d	 	
For electrical panel space planning, assumed a maximum of 4
workstations per circuit;
	

	 	 	
 
	

	4	 	
SPRINKLERS
	

	a	 	
Sprinklers as per codes for open area concept as well as for closed
rooms, if we have a final

layout before we build, if not, for one open area with no demising
walls
	

	 	 	
 
	

	5	 	
FIRE PROTECTION
	

	a	 	
Fire hose cabinets relocated as per codes for one open area with no
demising walls
	

	b	 	
Exit signs, PA loudspeakers, fire detectors, and pull stations as per
codes for one open area with no demising walls
	

	 	 	
 
	

	6	 	
COLUMNS
	

	a	 	
Existing columns painted

Surface conduits for wiring to be supplied by Tenant
	

	

	7	 	
WINDOW COVERING
	

	a	 	
Solar shades on windows
	

	 	 	
 
	

	8	 	
STAIRCASES
	

	a	 	
NONE
	

	 	 	
 
	

	9	 	
ACOUSTICS
	

	a	 	
Acoustic treatment and consultant provided by Tenant
	

	b	 	
Mechanical equipment to meet NC-40 standard
	

	 	 	
 
	

	10	 	
DEMISING WALLS
	

	a	 	
Standard demising walls (prime coat painted) to separate tenant's
premises from other tenant and from vacant spaces
	

	 	 	
 
	

	11	 	
DEMOLITION
	

	a	 	
Demolition of all existing partitions, equipment and finishes
	




 






 




		
	 	BASE BUILDING
DESCRIPTION

SOLUTIONS EXPANSION ON FLOOR “A” (32,028 square feet of
Usable Area)

and

SOLUTIONS EXPANSION OPTION ON FLOOR “A” (3,720 square feet
of Usable Area)




1.     CEILING




The CSR Space shall have:



	•	 	Open ceiling with new ductwork
	 
	•	 	Open ceiling with apparent structure and equipment
	 
	•	 	Open ceiling cleaned and painted with repairs with same standards as in the First CSR
	 
	•	 	All equipment in the ceiling space to be co-ordinated with the Tenant and designers to insure that maximum
heights are obtained where possible.




2.     HVAC




	•	 	HVAC system controlled by zones or by bay
	 
	•	 	Complete HVAC system including thermostats for open space concept
	 
	•	 	Design criteria: as per initial CSR premises
	 
	•	 	New stickers to be installed after painting.







3.     ELECTRICITY




	•	 	Indirect fluorescent lighting, as per initial CSR premises including
all lighting switches (low voltage and in-line) and emergency lighting
as per code.
	 
	•	 	Distribution panels included (Max. 200 ft. from loads).
	 
	•	 	Wiring and conduits from panel to ceiling junction boxes as per
Tenant’s layout and requirements.
	 
	•	 	Lighting control panels for open space and closed rooms.
	 
	•	 	120-volt circuits are to be provided in ceiling junction boxes.
	 
	•	 	For electrical panel space planning assume a maximum of 4 workstations
per circuit, separate circuits for printers.
	 
	•	 	All data cable trays by Tenant.
	 
	•	 	Tenant shall have access to the technical floor below for routing of
data and electrical conduits.
	 
	•	 	Accent lighting including wiring to control panel for switches will be
provided by the Tenant.






4.     SPRINKLERS
AND PLUMBING



	•	 	Sprinklers as per codes for open area concept as well as for closed
rooms, as per Tenant’s layout and co-ordinated to special ceilings.
	 
	•	 	Drains relocated to locations acceptable to Tenant






5.     FIRE
PROTECTION



	•	 	Exit signs, wall mounted where possible, PA loudspeakers, fire
detectors and pull stations as per codes for one open area and closed
rooms as per Tenant’s layout.
	 
	•	 	Fire hose cabinets relocated to locations acceptable to Tenant.






6.     COLUMNS



	•	 	Existing columns sanded and cleaned where necessary, to the same standards as the First CSR.
	 
	•	 	Preparation, plastering, painting and gypsing of square column by Tenant






7.     WINDOW
COVERING


	•	 	Solar shades on windows.






8.     ACOUSTICS


	•	 	Mechanical equipment to meet NC-40 Standard





9.     DEMISING
WALLS


 






 

\





	•	 	Standard demising walls (prime coat painted) to separate Tenant’s
Premises from other tenant and from vacant space.






10.     DEMOLITION



	•	 	Demolition of all existing partitions, equipment and finishes.
Notwithstanding the foregoing, this work shall not exceed a rate of $1.75
per square foot of Rentable Area. If the cost for demolition exceeds this
price of $1.75 per square foot of Rentable Area, the excess shall be borne
completely by Landlord.



 






 






BASE BUILDING DESCRIPTION

Additional CNX on Floor “A” (23,487 square feet of Usable Area)

and

CNX Expansion Space on Floor “A” (17,989 square feet of Usable Area )






1.     CEILING


Except in the NCC room, the Additional CNX Space shall have:



	•	 	Open ceiling with new ductwork
	 
	•	 	Open ceiling with apparent structure and equipment
	 
	•	 	Open ceiling cleaned and painted with repairs with same standards as in the First CSR
	 
	•	 	All equipment in the ceiling space to be co-ordinated with the Tenant and designers to insure
that maximum heights are obtained where possible.
	 
	•	 	In the NCC room, the Landlord shall install a suspended acoustical tile system as a ceiling;






2.     HVAC



	•	 	HVAC system controlled by zones or by bay
	 
	•	 	Complete HVAC system including thermostats for open space concept
	 
	•	 	Design criteria: as per initial CNX Premises
	 
	•	 	New stickers to be installed after painting.
	 
	 	 	     HVAC system for NCC room to conform to a suspended ceiling environment;






3.     ELECTRICITY



	•	 	Indirect fluorescent lighting, as per initial CNX premises including
all lighting switches (low voltage and in-line) and emergency lighting
as per code.
	 
	•	 	Distribution panels included (Max. 200 ft. from loads).
	 
	•	 	Wiring and conduits from panel to ceiling junction boxes as per
Tenant’s layout and requirements.
	 
	•	 	Lighting control panels for open space and closed rooms.
	 
	•	 	120-volt circuits are to be provided in ceiling junction boxes.
	 
	•	 	For electrical panel space planning assume a maximum of 4 workstations
per circuit, separate circuits for printers.
	 
	•	 	All data cable trays by Tenant.
	 
	•	 	Tenant shall have access to the technical floor below for routing of
data and electrical conduits.
	 
	•	 	Accent lighting including wiring to control panel for switches will be
provided by the Tenant.
	 
	•	 	In the NCC room, standard lighting






4.     SPRINKLERS
AND PLUMBING



	•	 	Sprinklers as per codes for open area concept as well as for closed
rooms, as per Tenant’s layout and co-ordinated to special ceilings.
	 
	•	 	Drains relocated to locations acceptable to Tenant






5.     FIRE
PROTECTION



	•	 	Exit signs, wall mounted where possible, PA loudspeakers, fire
detectors and pull stations as per codes for one open area and closed
rooms as per Tenant’s layout.
	 
	•	 	Fire hose cabinets relocated to locations acceptable to Tenant.






6.     COLUMNS



	•	 	Existing columns sanded and cleaned where necessary, to the same standards as the First CSR.
	 
	•	 	Preparation, plastering, painting and gypsing by square column by Tenant






7.     WINDOW
COVERING



	•	 	Solar shades on windows including the two (2) south-east Bistros.






8.     ACOUSTICS



	•	 	Mechanical equipment to meet NC-40 Standard



 






 









9.     DEMISING
WALLS



	•	 	Standard demising walls (prime coat painted) to separate Tenant’s
Premises from other tenant and from vacant space.






10.     DEMOLITION



	•	 	Demolition of all existing partitions, equipment and finishes.
Notwithstanding the foregoing, this work shall not exceed a rate of $1.75
per square foot of Rentable Area. If the cost for demolition exceeds this
price of $1.75 per square foot of Rentable Area, the excess shall be borne
completely by Landlord.



 






 






SCHEDULE “D” — ELECTRICAL CHARGES DETAILS (s. 10.1 & 10.2.1)



Procedure for invoicing chilled
water


Each month an invoice will be produced by Lessor showing the total consumption
of chilled water used after normal business hours (i.e. normal business hours
are 8 am to 6 pm on Monday to Friday excluding legal holidays) in the Premises
and the actual amount payable for same by Lessee. The applicable unit rate per
ton-hour of consumption for the building for 1998 is 10.4 cents per ton-hour,
said rate having been arrived at by calculating the total electrical costs
incurred to produce the chilled water (i.e. operation of chillers, cooling
towers, pumps, maintenance of equipment, chemicals, etc) divided by the total
ton-hours produced by the system. This price will be adjusted each year in
accordance with Hydro Quebec’s increases. Each year, a verification and/or
calibration of the various chilled water meters will be made by Lessor and
Lessee will be advised of same so that it may make its own verifications if it
so desires. In the event that a meter malfunctions, the figures registered by
the meter during a comparable period shall serve as a basis from which to
analyze and calculate consumption for the period for which figures are
unavailable due to the malfunction. If chilled water is supplied by Lessor
with respect to Lessee’s computer areas which are connected to Lessee’s own
chillers, the charge for the mutually agreed estimated consumption shall be at
the building’s unit rate for each ton-hour and said amount shall be multiplied
by the actual number of hours chilled water is provided to such space.


Procedure for invoicing
electricity


Each month the total consumption of electricity in the Premises shall be
calculated from check-meters installed for that purpose. Lessee shall be
invoiced for such consumption on the basis of the total cost, including
provincial tax and all other applicable taxes thereon, per KWH calculated using
the tariff the public utility uses to charge Lessor. Lessor declares that at
the time of signing, it was being charged by Hydro-Quebec on the basis of the
“L” tariff. Each year, the parties will mutually establish an electrical
utilization factor (i.e. “le facteur d’utilisation”) for a given month for the
Premises in question by the manner illustrated in the table herein below. Both
the demand and the consumption shall be used for the total of all check-meters
together in establishing said utilization factor and said factor will then be
used to determine the cost per KWH based on the applicable tariff. Said cost
per KWH shall be applied to the amount of consumption determined by the
applicable check-meter(s) and monthly invoices shall be produced accordingly.


“Facteur d’Utilisation” Sample Table





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MICROCELL -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	électricité	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Panneau	 	 	 	 	Date et heure	2-aoû-99	 	30-jun-99	 
	Compteur #	 	 	Modèle	 	 	 	 	Unit #	 	Rapport CT	 	mesure	 	 	mise en
marche	 	 	Kw max.	 	 	Kwh	 	Kw max.	 	Kwh	 
	
	 
	AA01
	 	 	7300	 	 	 	 	 	 	 	9218	 	 	 	200:5A	 	 	BD 8/A-3	 	29-mar-99	 	2:30 PM	 	 	01,9	 	 	37989	 	01,9	 	 	29125	 
	AA02
	 	 	7300	 	 	 	 	 	 	 	306	 	 	 	200:5A	 	 	BD 8/A-4	 	29-mar-99	 	2:45 PM	 	 	01,1	 	 	17294	 	01,1	 	 	13362	 
	AA03
	 	 	7300	 	 	 	 	 	 	 	304	 	 	 	400:5A	 	 	BD 8/A-2	 	29-mar-99	 	2:45 PM	 	 	03,8	 	 	63671	 	03,8	 	 	48060	 
	AB01
	 	 	7300	 	 	 	 	 	 	 	244	 	 	 	400:5A	 	 	BD 8/B-1	 	29-mar-99	 	2:00 PM	 	 	04,2	 	 	68304	 	04,2	 	 	54274	 
	AB02
	 	 	7300	 	 	 	 	 	 	 	305	 	 	 	200:5A	 	 	BD 8/B-3	 	29-mar-99	 	2:00 PM	 	 	02,9	 	 	51869	 	02,9	 	 	36293	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	139	 	 	239127	 	139	 	 	181114	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consommation pour

33 jours:	 	 	
239127
	 	 	Kwh
	 	-
	 	 	181114
	 	 	Kwh
	 	=
	 	58013
	 	 	Kwh
	Puissance max.:	 	 	
139
	 	 	Kw
	 	x
	 	 	792
	 	 	hrs
	 	=
	 	110428.5
	 	 	Kwh





 






 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facteur
d’utilisation:	 	 	
58013
	 	 	Kwh
	 	/
	 	 	110428.5
	 	 	Kwh
	 	=
	 	 	0.525	 	 	 





 






 



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	1	 	NATURE OF LEASE
	 	 	1	 
	1.1	 	INTRODUCTION
	 	 	1	 
	 
	2	 	DESCRIPTION OF PREMISES
	 	 	1	 
	2.1	 	LOCATION AND SQUARE FOOTAGE
	 	 	1	 
	 
	3	 	TERM
	 	 	2	 
	3.1	 	TERM
	 	 	2	 
	 
	4	 	FIXTURING PERIODS
	 	 	2	 
	4.1	 	TECHNICAL SPACE-AREA
	 	 	2	 
	4.2	 	SOLUTIONS CALL CENTER-AREA F
	 	 	2	 
	4.3	 	SOLUTIONS EXPANSION-AREA G
	 	 	3	 
	4.4	 	ADDITIONAL CNX SPACE AREA
	 	 	3	 
	4.5	 	2ND CSR SPACE
	 	 	3	 
	4.6	 	PAYMENTS DURING FIXTURING PERIODS
	 	 	4	 
	 
	5	 	EARLY OCCUPANCY
	 	 	4	 
	5.1	 	DATES OF OCCUPANCY
	 	 	4	 
	5.2	 	PAYMENTS DURING FIXTURING PERIODS
	 	 	4	 
	5.3	 	OCCUPATION OF PREMISES
	 	 	4	 
	 
	6	 	BASE BUILDING PLANS AND BASE BUILDING BUDGET
	 	 	4	 
	6.1	 	PLANS
	 	 	4	 
	6.2	 	BASE BUILDING COSTS
	 	 	4	 
	6.3	 	SPECIFIC REQUIREMENTS
	 	 	5	 
	6.4	 	COOPERATION
	 	 	5	 
	6.5	 	BUDGETS
	 	 	5	 
	6.6	 	PERMITS
	 	 	5	 
	6.7	 	COSTS TO BE MINIMIZED
	 	 	5	 
	6.8	 	BASE
BUILDING BUDGET FOR 2ND CSR SPACE
	 	 	5	 
	6.9	 	REMAINING AMOUNTS
	 	 	5	 
	 
	7	 	TENANT IMPROVEMENT ALLOWANCE
	 	 	6	 
	7.1	 	AMOUNT OF ALLOWANCE
	 	 	6	 
	7.2	 	PLANS
	 	 	6	 
	7.3	 	COOPERATION
	 	 	6	 
	7.4	 	BUDGET ESTIMATE
	 	 	6	 
	7.5	 	COSTS TO BE MINIMIZED
	 	 	6	 
	7.6	 	REMAINING AMOUNTS
	 	 	7	 
	 
	8	 	RENT
	 	 	 	 	7	 
	8.1	 	MINIMUM RENT
	 	 	7	 
	8.2	 	ADDITIONAL RENT
	 	 	7	 
	 
	9	 	USE OF PREMISES
	 	 	12	 
	9.1	 	PERMITTED USE
	 	 	12	 
	9.2	 	CONDUCT OF BUSINESS
	 	 	12	 
	9.3	 	SIGNS, ADVERTISING, IDENTIFICATION, ELECTRONIC BOARDS
	 	 	12	 
	 
	10	 	UTILITIES & SERVICES
	 	 	13	 
	10.1	 	HEATING, AIR CONDITIONING
	 	 	13	 
	10.2	 	ELECTRICITY
	 	 	13	 
	10.3	 	COMMON AREAS
	 	 	14	 
	10.4	 	ELEVATORS AND LOADING DOCKS
	 	 	14	 
	10.5	 	CLEANING
	 	 	15	 
	10.6	 	REFUSE DISPOSAL
	 	 	15	 
	10.7	 	VENTILATION AND ELECTRICAL CAPACITIES OF PREMISES
	 	 	15	 
	10.8	 	DISCONTINUATION OR MODIFICATION
	 	 	15	 
	10.9	 	LOCKS
	 	 	15	 
	10.10	 	FORCED ENTRY
	 	 	16	 
	 
	11	 	SPECIAL PROVISIONS
	 	 	16	 
	11.1	 	FINISHING OF PREMISES
	 	 	16	 
	 
	12	 	PAYMENT OF MONIES
	 	 	16	 



1






 




	 	 	 	 	 	 	 	 	 
	12.1	 	PAYMENT
	 	 	16	 
	12.2	 	CURRENCY
	 	 	17	 
	12.3	 	INTEREST ON ARREARS
	 	 	17	 
	12.4	 	LESSOR’S LEGAL FEES
	 	 	17	 
	12.5	 	WAIVER OF RIGHT TO SET OFF
	 	 	17	 
	12.6	 	TERMINATION OF LEASE
	 	 	17	 
	 
	13	 	BUSINESS, WATER AND IMPROVEMENTS TAXES
	 	 	17	 
	13.1	 	LESSEE’S RESPONSIBILITY
	 	 	17	 
	13.2	 	REIMBURSEMENT OF LESSOR
	 	 	17	 
	 
	14	 	INSURANCE
	 	 	18	 
	14.1	 	INCREASE IN LESSOR’S INSURANCE
	 	 	18	 
	14.2	 	FIRE FIGHTING EQUIPMENT
	 	 	18	 
	14.3	 	REQUIRED COVERAGE
	 	 	18	 
	14.4	 	FAILURE TO INSURE
	 	 	18	 
	 
	15	 	ALTERATIONS, REPAIRS, IMPROVEMENTS
	 	 	19	 
	15.1	 	CARE OF PREMISES
	 	 	19	 
	15.2	 	IMPROVEMENTS, REPAIRS, ALTERATIONS, INSTALLATIONS BY THE LESSEE
	 	 	19	 
	15.3	 	LEGAL HYPOTHECS
	 	 	20	 
	15.4	 	ALTERATIONS TO BUILDING AND LAND BY LESSOR
	 	 	21	 
	 
	16	 	ASSIGNMENT AND SUBLETTING
	 	 	21	 
	16.1	 	CONSENT REQUIRED
	 	 	21	 
	16.2	 	LESSEE TO FURNISH INFORMATION
	 	 	21	 
	16.3	 	LESSOR’S RIGHTS
	 	 	22	 
	16.4	 	LESSOR’S CONDITIONS
	 	 	22	 
	16.5	 	REFUSAL OF CONSENT BY LESSOR
	 	 	23	 
	16.6	 	DEFINITION OF TRANSFER AND TRANSFEREE
	 	 	23	 
	16.7	 	ADVERTISING
	 	 	23	 
	 
	17	 	DEFAULT OF LESSEE AND REMEDIES OF LESSOR
	 	 	24	 
	17.1	 	EVENTS OF DEFAULT
	 	 	24	 
	17.2	 	REMEDIES OF THE LESSOR
	 	 	24	 
	17.3	 	LESSOR’S CUMULATIVE RIGHTS
	 	 	25	 
	17.4	 	CROSS-DEFAULTS
	 	 	25	 
	 
	18	 	DAMAGES
	 	 	25	 
	18.1	 	ACTS OF LESSEE
	 	 	25	 
	18.2	 	LIMITATION OF LESSOR’S LIABILITY
	 	 	25	 
	 
	19	 	DAMAGE AND DESTRUCTION
	 	 	26	 
	19.1	 	TOTAL DESTRUCTION
	 	 	26	 
	19.2	 	RECONSTRUCTION OR REPAIR AND LIABILITY
	 	 	27	 
	 
	20	 	EXPROPRIATION
	 	 	27	 
	20.1	 	EXPROPRIATION
	 	 	27	 
	 
	21	 	TERMINATION OF LEASE
	 	 	27	 
	21.1	 	EFFECTIVE DATE OF TERMINATION
	 	 	27	 
	21.2	 	ABANDONMENT OF PROPERTY
	 	 	27	 
	 
	22	 	ACCESS TO PREMISES
	 	 	28	 
	22.1	 	TO EXAMINE OR EXHIBIT PREMISES
	 	 	28	 
	22.2	 	TO INSTALL EQUIPMENT
	 	 	28	 
	 
	23	 	COMPLIANCE WITH LAWS AND INDEMNIFICATION
	 	 	28	 
	23.1	 	COMPLIANCE
	 	 	28	 
	23.2	 	INDEMNIFICATION OF LESSOR
	 	 	28	 
	23.3	 	LESSEE’S OPERATING PERMITS
	 	 	28	 
	 
	24	 	ALIENATION BY THE LESSOR
	 	 	28	 
	24.1	 	THE LESSOR’S RIGHT TO ASSIGN
	 	 	28	 
	24.2	 	SALE OR TRANSFER OF BUILDING
	 	 	29	 
	 
	25	 	PRIOR OCCUPANCY
	 	 	29	 
	25.1	 	PRIOR OCCUPANCY
	 	 	29	 
	 
	26	 	UNAVOIDABLE DELAY
	 	 	29	 



2






 



	 	 	 	 	 	 	 	 	 
	26.1	 	NON-RESPONSIBILITY OF LESSOR OR LESSEE
	 	 	29	 
	 
	27	 	RELOCATION
	 	 	29	 
	 
	27.1	 	RELOCATION OF LESSEE
	 	 	29	 
	 
	28	 	NOTICES
	 	 	29	 
	 
	28.1	 	NOTICES
	 	 	29	 
	28.2	 	ADDRESSES FOR PURPOSES OF NOTICE
	 	 	30	 
	28.3	 	ADDRESS FOR SERVICE
	 	 	30	 
	 
	29	 	INTERPRETATION
	 	 	30	 
	 
	29.1	 	REPRESENTATIONS, WARRANTIES, PRIOR AGREEMENTS, OFFER TO LEASE
	 	 	30	 
	29.2	 	EXCLUSIVITY
	 	 	30	 
	29.3	 	BROKERAGE COMMISSION
	 	 	30	 
	29.4	 	GOVERNING LAW
	 	 	30	 
	29.5	 	SUCCESSORS AND ASSIGNS
	 	 	31	 
	29.6	 	INTERPRETATION, CAPTIONS
	 	 	31	 
	29.7	 	WAIVER
	 	 	31	 
	29.8	 	DEROGATION FROM LAW
	 	 	31	 
	 
	30	 	RULES AND REGULATIONS
	 	31	 
	 
	30.1	 	ACTS OF NUISANCE
	 	 	31	 
	30.2	 	SIGNS, ADVERTISING
	 	 	32	 
	30.3	 	DIRECTORIES LISTINGS
	 	 	32	 
	30.4	 	REMOVAL OF FURNITURE, FIXTURES
	 	 	32	 
	30.5	 	INSTALLATION OF FLOOR COVERING
	 	 	32	 
	30.6	 	RECEIVING OF SUPPLIES
	 	 	32	 
	30.7	 	PASSAGES, ELEVATORS
	 	 	32	 
	30.8	 	COOKING ON PREMISES PROHIBITED
	 	 	33	 
	30.9	 	HEAVY OBJECTS
	 	 	33	 
	30.10	 	CANVASSING, SOLICITING
	 	 	33	 
	30.11	 	ANIMALS
	 	 	33	 
	30.12	 	FURTHER RULES AND REGULATIONS
	 	 	33	 
	30.13	 	WAIVER, MODIFICATION
	 	 	33	 
	30.14	 	PUBLICATION OF LEASE
	 	 	33	 
	 
	31	 	OFFER TO LEASE
	 	33	 
	 
	32	 	ANTENNAS
	 	34	 
	 
	32.1	 	LICENSE AGREEMENT
	 	 	34	 
	32.2	 	RIGHTS AT EXPIRY OF TERM
	 	 	34	 
	32.3	 	USE OF RISERS
	 	 	34	 
	32.4	 	APPROVAL OF PLANS & SPECIFICATIONS
	 	 	34	 
	32.5	 	NON EXCLUSIVE RIGHT
	 	 	34	 
	32.6	 	UTILITIES FOR EQUIPMENT
	 	 	35	 
	 
	33	 	VIDEOTRON FIBRE OPTIC SERVICE
	 	35	 
	 
	33.1	 	COMPLIANCE WITH RULES
	 	 	35	 
	33.2	 	APPROVAL OF PLANS
	 	 	35	 
	33.3	 	OTHER USERS OF COMPLEX
	 	 	35	 
	 
	34	 	INTERIOR PARKING
	 	35	 
	 
	34.1	 	NUMBER OF SPACES
	 	 	35	 
	34.2	 	FENCED SPACE
	 	 	35	 
	34.3	 	CANCELLATION PROCEDURE
	 	 	35	 
	 
	35	 	STORAGE SPACE AND BISTROS
	 	36	 
	35.1	 	RENTAL RATE
	 	 	36	 
	35.2	 	CANCELLATION PROCEDURE
	 	 	36	 
	35.3	 	APPROVAL OF PLANS
	 	 	36	 
	 
	36	 	LEASE AMENDMENTS FOR EXPANSIONS AND REDUCTIONS
	 	 	36	 
	 
	37	 	OPTION TO EXPAND CSR ON FLOOR “A”
	 	 	36	 
	 
	37.1	 	OPTION TO EXPAND
	 	 	36	 
	37.2	 	CONFIGURATION OF THIRD CSR-A SPACE
	 	 	36	 
	37.3	 	THIRD CSR-A SPACE IMPROVEMENTS
	 	 	37	 
	 
	38	 	OPTION TO EXPAND CSR ON FLOOR “B”
	 	 	37	 
	 
	38.1	 	OPTION TO EXPAND (THIRD CSR-FLOOR “B”)
	 	 	37	 



 






 




	 	 	 	 	 	 	 	 	 
	38.2	 	CONFIGURATION OF THIRD CSR-B SPACE
	 	 	37	 
	38.3	 	THIRD CSR-B IMPROVEMENTS
	 	 	37	 
	39	 	OPTION
TO EXPAND CNX ON FLOOR “A”
	 	 	38	 
	39.1	 	OPTION TO EXPAND
	 	 	38	 
	39.2	 	CONDITION OF THE CNX EXPANSION SPACE
	 	 	38	 
	39.3	 	CORRIDOR
	 	 	39	 
	39.4	 	EXPIRY OF OPTION AND SUBSEQUENT RIGHTS
	 	 	39	 
	40	 	OPTION
TO RENEW THE LEASE
	 	 	39	 
	40.1	 	FIVE-YEAR OPTION
	 	 	39	 
	40.2	 	RENEWAL RENTAL
	 	 	39	 
	40.3	 	ARBITRATION
	 	 	40	 
	41	RIGHT
TO CANCEL
	 	 	40	 
	41.1	 	NOTICE & PAYMENT REQUIRED
	 	 	40	 
	41.2	 	CONFIGURATION OF REMAINING PREMISES
	 	 	40	 
	42	DEFINITIONS
	 	 	41	 
	42.1	 	“ADDITIONAL RENT”
	 	 	41	 
	42.2	 	“BASE BUILDING PLANS”
	 	 	41	 
	42.3	 	“BUILDING” OR “COMPLEX”
	 	 	41	 
	42.4	 	“COMMON AREAS”
	 	 	41	 
	42.5	 	“CNX EXPANSION SPACE”
	 	 	42	 
	42.6	 	“CPI”
	 	 	42	 
	42.7	 	“EXPIRATION DATE”
	 	 	42	 
	42.8	 	“HOTEL”
	 	 	42	 
	42.9	 	“IMPROVEMENT BUDGET”
	 	 	42	 
	42.10	 	“LAND”
	 	 	42	 
	42.11	 	“LEASE”
	 	 	42	 
	42.12	 	“LEASEHOLD IMPROVEMENT ALLOWANCE”
	 	 	42	 
	42.13	 	“LEASE YEAR”
	 	 	42	 
	42.14	 	“LESSOR”
	 	 	43	 
	42.15	 	“LESSEE”
	 	 	43	 
	42.16	 	“MINIMUM RENT”
	 	 	43	 
	42.17	 	“OFFER TO LEASE”
	 	 	43	 
	42.18	 	“OPERATING EXPENSES” DEFINITION
	 	 	43	 
	42.19	 	“OPERATING YEAR”
	 	 	44	 
	42.20	 	“PREMISES”
	 	 	44	 
	42.21	 	“PROPORTIONATE SHARE”
	 	 	45	 
	42.22	 	“REAL ESTATE TAXES” DEFINITION
	 	 	46	 
	42.23	 	“RENTABLE AREA”
	 	 	46	 
	42.24	 	“REVISED METHOD”
	 	 	46	 
	42.25	 	“TERM”
	 	 	47	 
	42.26	 	“THIRD CSR-A SPACE”
	 	 	47	 
	42.27	 	“THIRD CSR-B SPACE”
	 	 	47	 
	42.28	 	“USABLE AREA”
	 	 	47	 
	SCHEDULE
“A” — PLAN OF PREMISES ON FLOOR “A” AND
EXPANSION RIGHTS ON FLOOR “A”
	 	 	1	 
	SCHEDULE “A-1” — PLAN OF PREMISES ON FLOOR “B” AND EXPANSION RIGHTS ON FLOOR “B”
	 	 	2	 
	SCHEDULE “A-2” — PLAN OF PREMISES IN GARAGE
	 	 	3	 
	SCHEDULE “B” — SITE MAP
	 	 	4	 
	SCHEDULE “C” — WORK TO BE DONE IN VARIOUS AREAS
	 	 	5	 
	SCHEDULE “D” — ELECTRICAL CHARGES DETAILS (S. 10.1 & 10.2.1)
	 	 	13	 
	TABLE OF CONTENTS
	 	 	I	 



4






 


LEASE



BETWEEN



WPBI PROPERTY MANAGEMENT INC.

As Lessor



AND



MICROCELL TELECOMMUNICATIONS INC.

As Lessee



PLACE BONAVENTURE, MONTREAL




 











 



FIRST AMENDMENT AGREEMENT TO THE LEASE EXECUTED DECEMBER 9, 1999, entered into
at the City of Montréal, Province of Québec, dated for reference as of October
1, 2000.



	 	 	 
	BETWEEN:	 	
WPBI PROPERTY MANAGEMENT INC., a company duly incorporated under
the laws of Canada, having its registered office at 600 de
Maisonneuve Blvd. West, Suite 2600, Montréal, Québec H3A 3J2,
herein acting on behalf of the owners of the property and
represented by Irene Papavasil and Richard Hylands, both duly
authorised as they respectively declare,
	 	 	 
	 	 	
hereinafter called the “Lessor”
	 	 	 
	AND:	 	
MICROCELL TELECOMMUNICATIONS INC., a company duly incorporated
under the laws of Canada, having its principal place of business
at 1250 René-Lévesque Boulevard West, Suite 400, Montréal,
Québec, H3B 4W8, herein acting and represented by Gaétan Jacques
and Jacques Leduc, duly authorised as they so declare,
	 	 	 
	 	 	
hereinafter called the “Lessee”



WHEREAS the Lessor and the Lessee have entered into an Agreement of Lease dated
for reference as of August 1st, 1998 and signed December 9th, 1999 (the
“Lease”) for certain premises containing a Rentable Area of 242,065.80 square
feet (the “Original Premises”) in the building known as Place Bonaventure,
situated in Montréal, Province of Québec;


WHEREAS the Lessor has agreed to lease to the Lessee and the Lessee has agreed
to lease from the Lessor that certain additional area located on Level “C” of
Place Bonaventure more fully described hereinafter (the “Additional Premises”);


WHEREAS the parties have agreed to amend the Lease to include the Additional
Premises;


WHEREAS all terms and conditions of the Lease, including the capitalised terms,
shall continue to apply to the Original Premises and the Additional Premises
except as modified by the terms hereof;


NOW THESE PRESENTS WITNESSETH THE FOLLOWING:



	1)	 	The effective date of the following amendments shall be July 15th, 2000
(the “Effective Date”).
	 
	2)	 	As of the Effective Date, the Lease is amended by:




			
	 	a)	adding at the end of Section 2.1 the following:




	 	 	 	“The Premises shall also contain the following area
as shown outlined in red on the plan attached as
Schedule “A-3”:
	 
	 	 	 	o the Additional Premises comprising a
Usable Area of 48,464 square feet and a Rentable
Area of 55,734 square feet.”




			
	 	b)	adding at the end of Section 3.1 the following:




	 	 	 	o October 1st, 2001 for the area defined as the
Additional Premises.”




			
	 	c)	adding in Section 4, as subsection 4.5.1, the following:



1






 






	 	 	 	“With respect to the Additional Premises, the Lessee
shall have the right to occupy the said Additional
Premises on or before July 15th, 2000, for the
purpose of fixturing the Additional Premises. It is
understood that the Lessor and the Lessee shall work
together to plan and to complete the Base Building
work outlined in the applicable portion of Schedule
“C” at the same time as the Lessee completes its
leasehold improvements to the said Additional
Premises. Both parties will work together with the
objective of giving final occupancy of the said
Additional Premises to the Lessee on or before
October 1st, 2000.
	 
	 	 	 	The Lessor shall deliver the Additional Premises to
the Lessee no later than July 15th, 2000, clean and
free of all partitions, having completed all
demolition and cleanup work, the floor slab levelled
and smooth ready to receive carpet. The costs
related to the levelling of the floor shall be borne
solely by the Lessor and shall not be paid for from
the Base Building Budget or the Improvement Budget.
	 
	 	 	 	The Lessor shall provide and install the demising
walls required to separate the Additional Premises
from the premises of other tenants and, if
applicable, from any common areas. The cost of any
such demising walls, other than those which are
already standing as at June 15th, 2000, shall be
part of the Base Building Budget and shall be paid
therefrom.
	 
	 	 	 	The engineering plans for the Leasehold Improvements
and their specifications shall be prepared by the
Lessee’s engineering firm, Site Plus inc., and shall
be submitted to the Lessor for approval which
approval shall not be unreasonably withheld or
delayed for more than five (5) days. The Lessor
shall give access to the portion of the Building
where the Additional Premises are to be located to
the Lessee’s designers, engineers, architects and
other representatives prior to the Effective Date in
order that they may carry on therein any work
required for the preparation of the aforesaid plans.
The cost of the engineering plans and
specifications shall be paid by the Lessee, the
Lessor remaining responsible for the payment of any
fees charged by its own professionals for the review
of any such plans and specifications as well as for
any supervision and co-ordination required. The
Lessee shall assume the project management function
for the construction of the Leasehold Improvements
and no fees shall be charged by the Lessor thereon,
unless the Lessee requires that the Lessor provide
co-ordination and supervision services.”




			
	 	d)	adding in Section 6, as subsection 6.10, the following:




	 	 	 	“6.10 With respect to the Additional Premises, all
architectural, electrical, mechanical and plumbing
plans related to the work to be performed by the
Lessor to the Base Building and their revision shall
be provided by the Lessor at the Lessor’s cost. All
Base Building Plans are subject to Lessor’s and
Lessee’s written approval which approval shall not
be unreasonably withheld or delayed for more than
five (5) days. For clarification purposes, the
major components of the Base Building Budget are
described in Schedule “C” herewith attached, (such
components hereinafter referred to as the “Base
Building”; and the cost of such Base Building
hereinafter and hereinafter referred to as the “Base
Building Budget”). It is agreed that the Lessee
shall have no say or approval right of any kind with
respect to any work to be done in connection with
the exterior of the Building.



2






 





	 	 	 	With respect to the Additional Premises, the cost of
the Base Building shall be assumed by the Lessor up
to THIRTEEN DOLLARS ($13.00) per square foot of
Rentable Area. Any amount attributable to the Goods
and Services Tax or to any other similar tax shall
be added to the Base Building budget and paid by the
Lessor. Any additional Base Building costs over and
above the Lessor’s contribution of THIRTEEN DOLLARS
($13.00) per square foot of the Rentable Area of the
Additional Premises shall be borne by the Lessee.
It is understood that the Base Building should cost
approximately NINETEEN DOLLARS ($19.00) per square
foot of the Rentable Area of the Additional
Premises. The Lessee shall pay to the Lessor a FIVE
PERCENT (5%) co-ordination fee on any work
co-ordinated by the Lessor over and above the Base
Building Budget of NINETEEN DOLLARS ($19.00) per
square foot of the Rentable Area of the Additional
Premises.
	 
	 	 	 	The provisions of subsections 6.3 to 6.7 shall apply
to the work required for the Additional Premises.”




			
	 	e)	adding after Section 7, as subsection 7.1.1, the following:




	 	 	 	“Notwithstanding the above, it is understood and
agreed by the parties that for the Additional
Premises the cash allowance to be paid by the Lessor
shall be of a maximum of TWENTY-FIVE dollars
($25.00) per square foot of the Usable Area of the
Additional Premises.”




			
	 	f)	adding in Section 7, as subsection 7.1.1.1, the
following:




	 	 	 	“Preliminary plans, architectural plans and
construction plans for the Lessee’s leasehold
improvements in and to the Additional Premises (the
“Leasehold Improvements”) “shall be prepared on
behalf of the Lessee by Innova Design and the Lessor
shall contribute a maximum of ONE DOLLAR AND
EIGHTY-FIVE CENTS ($1.85) per square foot of the
Usable Area of the Additional Premises.”




			
	 	g)	adding in Section 8, as subsection 8.1.5, the following:




		
	 	“8.1.5   MINIMUM RENT FOR THE ADDITIONAL PREMISES




	 	 	 	For the Additional Premises, the Lessee shall pay to
the Lessor during the Term, without demand, notice,
setoff, compensation or deduction of any nature
whatsoever, at the Lessor’s office or such other
place in Canada as may be designated by the Lessor
in writing to the Lessee, in lawful money of Canada,
an annual minimum rent (hereinafter called the
“Minimum Rent”) as follows:




		
	 	8.1.5.1   First five year period




	 	 	 	For the period commencing October 1st, 2000 and
ending September 30th, 2005, ELEVEN DOLLARS
($11.00) per square foot of Rentable Area of the
Additional Premises per annum, payable in
advance in equal, consecutive, monthly
instalments on the first day of each month;




		
	 	8.1.5.2   Remaining period




	 	 	 	For the period commencing October 1st, 2005 and
ending January 31st, 2010, THIRTEEN DOLLARS
($13.00) per square foot of Rentable Area of the
Additional Premises per



3






 





	 	 	 	annum, payable in advance in equal, consecutive,
monthly instalments on the first day of each
month.
	 
	 	 	 	It is expressly understood that the above
Minimum Rent specified in subparagraphs 8.1.5.1
and 8.1.5.2 is payable to the exclusion of any
other Minimum Rent specified elsewhere in this
Section.




		
	 	8.1.5.3   Free Minimum Rent




	 	 	 	Notwithstanding the foregoing, Lessee shall not
be required to pay Minimum Rent with respect to
an area of ten thousand (10,000) square feet of
the Additional Premises for the period between
October 1st, 2000 and March 31, 2002”.




			
	 	h)	adding in Section 9, as subsection 9.1.1, the following:




	 	 	 	“The Additional Premises shall be used for general
office space, for the operations of a call centre
and for the purpose of installing and operating a
computer and data centre (the computer and data
centre to be referred to as the “Additional Premises
Technical Space”).”




			
	 	i)	adding in Section 10.1, as subsection 10.1.1, the following:




	 	 	 	“Notwithstanding the above, Lessor shall cause the
Additional Premises to be heated, air-conditioned
and ventilated during Normal Business Hours only.
Lessee may require additional hours of heating,
air-conditioning and ventilation, in which case the
Lessee shall pay for same as provided for
herein-above.”




			
	 	j)	section 10.5 is amended by adding after the
words “Technical Space” the words “and the Additional
Premises Technical Space” in subsections 10.5.1 and
10.5.2.”




			
	 	k)	adding at the end of subsection 15.2.4 the following:




	 	 	 	“Notwithstanding the foregoing, at the end of the
Term or upon any earlier termination, at Lessor’s
option to be exercised by written notice to the
Lessee to be given no less than thirty (30) days
prior to the end of the Term or such earlier
termination, as the case may be, the Lessee shall
remove any raised floors built in the Additional
Premises (in which case the Lessee shall return the
perimeter heating system to the condition which
existed prior to the installation of any such raised
floors), as well as any and all conduits and wiring
which it is allowed to install under any such raised
floors of the Additional Premises and shall,
furthermore, remove any conduits and wiring up to
any of the Building’s risers which may be used to
link the Additional Premises to any other portion of
the Premises located on level “A” or on level “B” of
the Building, and in all cases make good any damage
caused thereby, the whole at it’s sole cost and
expense.”




			
	 	l)	adding at the end of subsection 27.1 the following:




	 	 	 	“Notwithstanding the above, insofar as the
Additional Premises are concerned, the Lessor shall
have the right to make minor adjustments to the area
of the Additional Premises, should such area be
required to service other tenants of the building,
so long as such changes do not adversely affect the
Lessee’s operations in the Additional Premises.”



4






 





			
	 	m)	Adding at the end of subsection 29.3, as subsection 29.3.1, the
following:




	 	 	 	“With respect to the Additional Premises, the Lessee
represents and warrants that no broker, agent or
other intermediary of any type, with the exception
of Lafontaine Immobilier Corporatif Inc. negotiated
or was instrumental in negotiating or consummating
the agreement leading to the presents. Except for
the commission payable under any written agreement
between the above mentioned broker and the Lessor,
the Lessee shall assume full responsibility for all
fees due to any other broker, agent or other
intermediary of any type working on its behalf and
shall indemnify and save Lessor harmless from and
against any claim or legal proceeding brought by
anyone against Lessor in relation with any such
fees, howsoever termed or qualified.”




			
	 	n)	adding in Section 35, as subsection 35.4 the following:




	 	 	 	“As an accessory to the leasing of the Additional
Premises, the Lessee shall also have the right to
lease up to two (2) separate storage areas of a
maximum of one thousand square feet (1,000 sq. ft.)
each, to be located on the same floor as the
Premises if such space is then available and to be
used by the Lessee until such time as the Lessor
requires any such area for use as common areas,
office or technical premises for itself, any new
tenant or any tenant then in the Building, at which
point the Lessee shall, at its own cost, move any
property it then has in the storage area(s) in
question to an area or areas in the Building, the
exact location of which area(s) shall be determined
by the parties, acting reasonably (it being
understood that each such new storage area shall
have a superficial area approximately equivalent to
that of the area(s) being surrendered). Leasing of
such storage area(s) shall be at the rate indicated
above and generally subject to the terms and
conditions of subsections 35.1 and 35.2 hereof. The
Lessee agrees that these options to lease storage
space are to be exercised within the first five (5)
years of the Term, failing which any option not then
exercised shall become null and void.
	 
	 	 	 	Leasing of storage space is an accessory to the
leasing by Lessee of the Premises. The Lessor
provides any such storage space in an “as is”
condition, the Lessee being responsible, at its sole
cost and expense, for any planning and construction
work required to convert any such space for use as
storage. Lessee agrees to abide by all rules,
regulations and directives of Lessor applicable to
storage areas and their use communicated in writing,
from time to time, to Lessee by Lessor. Lessee
shall not bring into nor keep in any storage space
anything that may pose a safety or environmental
risk to the Building or its occupants. Lessee shall
be solely responsible for any movable effect placed
in any storage space and waives any and all rights
it may have against the Lessor and those for whom
the Lessor may be responsible at law for any damage
or loss howsoever caused to such property, unless
such damage results from the fault or negligence of
the Lessor or those for whom the Lessor is
responsible at law. Subject to the provisions of the
first sentence of the first paragraph of this
subsection 35.4 dealing with initial possession of a
storage area on the same floor as the Premises, the
Lessor shall, thereafter, have the right exercisable
from time to time on thirty (3) days written notice
to that effect to relocate such storage area to
another location in the Building, at its sole cost
and expense, and the Lessee agrees to move all its
movable effects to such other area in a timely
manner.”



5






 





			
	 	o)	adding in Section 39, immediately after Subsection 39.1, as
subsection 39.2, the following:




	 	 	 	“So long as the Lessee is not then, nor has
recurrently been, in material default under any of
its obligations by virtue of this Lease, the Lessee
shall benefit from two (2) options to expand the
Additional Premises. The first such option may be
exercised at any time between October 1st, 2000 and
December 1st, 2002 on an area of approximately FOUR
THOUSAND EIGHT HUNDRED AND FIFTY-FOUR (4,854) square
feet of Rentable Area shown outlined in blue on the
plan attached hereto as Schedule “A-3”. The second
such option may only be exercised after the exercise
of the first option mentioned above up to December
1st, 2002, on an area of approximately SEVEN
THOUSAND AND SIXTEEN (7,016) square feet of Rentable
Area shown outlined in green on the plan attached
hereto as Schedule “A-3”. The Lessee shall provide
the Lessor with four (4) months’ prior written
notice of its intention to avail itself of any such
option. The notice shall indicate the proposed
occupancy date for the area in question, which shall
be no more than six (6) months following the date of
such notice. Leasing of any such space shall be
subject to the same terms and conditions as provided
for in this Agreement for the Additional Premises
including Minimum Rent and the Lessee’s share of
Operating Expenses and Real Estate Taxes and Surtax,
as well as the Leasehold Improvement Allowance which
shall, however, be prorated to the shorter term.
Upon the exercise of either of the said options in
accordance with each and every one of the above
conditions, the Lessor shall prepare the required
documentation evidencing that the expansion space in
question is added to the Lease to form thereof.”




			
	 	p)	adding in Section 40, immediately after subsection 40.3, as
subsection 40.4, the following:




	 	 	 	“The foregoing right of renewal as provided for
herein-above in subsections 40.1, 40.2 and 40.3
shall apply to the Additional Premises. However and
notwithstanding the above, it is understood that in
the exercise of its right to renew as it applies to
the Additional Premises, the net effective rental
rent shall never be less than NINE DOLLARS AND FIFTY
CENTS ($9.50) per square foot of Rentable Area.”




			
	 	q)	adding after Section 41, as subsection 41.3, the following:




	 	 	 	“Notwithstanding the above, no option to cancel
shall apply to the Additional Premises, the Lessee,
however, having the right to substitute all or part
of the Additional Premises to a like area of the
Premises in its exercise of the option to cancel
provided for herein-above. It is understood,
however, that the ratio of the area of any such
space which the Lessee intends to surrender
benefiting from windows to the area of any such
space which the Lessee intends to surrender not
benefiting from windows, must remain the same after
the surrender of the space in question as it was
prior to such surrender.”




			
	 	r)	adding to the Schedules annexed to the Lease the following:




			
	 	i.	Schedule “A-3”;
			
	 	ii.	The pages annexed




	 	 	 	to this Agreement are to form part of
Schedule “C” of the Lease and shall
entitled “BASE BUILDING DESCRIPTION,
ADDITIONAL PREMISES ON FLOOR “c” (48,464
square feet of Usable Area)”.



6






 




IN WITNESS WHEREOF Lessor and Lessee have duly executed these presents as of
the date and at the place first mentioned.


WPBI PROPERTY MANAGEMENT INC.



	 	 	 
	PER:

Irene Papavasil	 	WITNESS:
 
	 
	 
	PER:

Richard Hylands	 	WITNESS:
 
	 



ON THIS                                               (13th) DAY OF JULY 2001.



 
MICROCELL TELECOMMUNICATIONS INC.




	 	 	 
	PER:

Gaétan Jacques	 	WITNESS:
 
	 
	 
	PER:

Jacques Leduc	 	WITNESS:
 
	 



ON THIS                                               (15th) DAY OF JUNE 2001.



7









 



SECOND AMENDMENT AGREEMENT TO LEASE EXECUTED DECEMBER 9, 1999, entered into at
the City of Montréal, Province of Québec, dated for reference as of June 15,
2001.



	 	 	 
	BETWEEN:	 	
WPBI PROPERTY MANAGEMENT INC., a company duly incorporated under
the laws of Canada, having its registered office at 600 de
Maisonneuve Blvd. West, Suite 2600, Montréal, Québec H3A 3J2,
herein acting on behalf of the owners of the property and
represented by Irene Papavasil and Richard Hylands, both duly
authorised as they respectively declare,
	 	 	 
	 	 	
hereinafter called the “Lessor”
	 	 	 
	AND:	 	
MICROCELL TELECOMMUNICATIONS INC., a company duly incorporated
under the laws of Canada, having its principal place of business
at 1250 René-Lévesque Boulevard West, Suite 400, Montréal,
Québec, H3B 4W8, herein acting and represented by Gaétan Jacques
and Jacques Leduc, both duly authorised as they respectively
declare,
	 	 	 
	 	 	
hereinafter called the “Lessee”



WHEREAS the Lessor and the Lessee have entered into an Agreement of Lease dated
for reference as of August 1st, 1998 and signed December 9th, 1999 (the
“Lease”) for certain premises containing a Rentable Area of 242,065.80 square
feet (the “Original Premises”) in the building known as Place Bonaventure,
situate in Montréal, Province of Québec;


WHEREAS prior to the date hereof the Lessor has agreed to lease to the Lessee
and the Lessee has agreed to lease from the Lessor that certain additional area
located on Level “C “ of Place Bonaventure containing a Rentable Area of 55,734
square feet referred to in the First Amendment Agreement dated for reference as
of October 1st, 20000 as the Additional premises and more fully described
therein;


WHEREAS the Lessor has now agreed to lease to the Lessee and the Lessee has
agreed to lease from the Lessor that certain additional area located on Level
“A” of Place Bonaventure more fully described hereinafter (the “Second
Additional Premises”);


WHERAS the parties have agreed to deduct a portion of the space referred to in
the Lease as the Solutions Expansion area in order that such space be added to
the premises leased by Microcell Connexions Inc.;


WHEREAS the parties have agreed to amend the Lease to include the Second
Additional Premises;


WHEREAS all terms and conditions of the Lease, including the capitalised terms,
shall continue to apply to the Original premises and the Additional Premises
except as modified by the terms and conditions hereof.


NOW THESE PRESENTS WITNESSETH THE FOLLOWING:



	1)	 	The effective date of the following amendments shall be June 15th, 2001
(the “Effective Date”).
	 
	2)	 	As of the Effective Date, the Lease is amended by:




			
	 	a)	adding at the end of Section 2.1 the following:




	 	 	 	“The portion of the space referred to above as the
Solutions Expansion Area shown on Schedule “A-4”
hereof and containing approximately 1,944 square
feet in Usable Area amd 2,235 square feet in
Rentable Area shall be, as and from September 1st,
2001, deducted from the area indicated above as the
Solutions Expansion Area and shall no longer be
subject to the Lease, the



1






 





	 	 	 	parties agreeing to carry out without delay any
adjustments required by reason of such surrender.”




			
	 	b)	adding at the end of Section 2.1 the following:




	 	 	 	“The Premises shall also contain the following area
as shown outlined in red on the plan attached as
Schedule “A-4”:
	 
	 	 	 	o the Second Additional Premises
comprising a Usable Area of 22,524 square feet and a
Rentable Area of 25,903 square feet, it being
understood that the foregoing Usable Area shall be
subject to final measurement as provided for in
herein-above in the first paragraph of the present
Section and that the Rentable Area shall be arrived
at in the same manner as provided for therein.”




			
	 	c)	adding at the end of Section 3.1 the following:




	 	 	 	o September 15th, 2001 for the area referred to as
the Second Additional Premises.”




			
	 	d)	adding in Section 4, as subsection 4.5.2, the following:




	 	 	 	o “With respect to the Second Additional
Premises, the Lessee shall have the right to occupy
the area on Floor “A” known as the Second Additional
Premises on or before July 1st, 2001, 2001, for the
purpose of fixturing the Second Additional Premises.
	 
	 	 	 	It is understood that the Lessor and the Lessee
shall work together to plan and to complete the Base
Building work outlined in Schedule “C” at the same
time as the Lessee completes its Leasehold
Improvements to the said Second Additional Premises.
	 
	 	 	 	Both parties will work together with the objective
of giving final occupancy of the said Second
Additional Premises to the Lessee on or before
September 15, 2001.
	 
	 	 	 	Subject to Unavoidable Delay and provided the Lessee
shall have submitted the Plans no more than five (5)
business days following final acceptance and
ratification of this Agreement, but in any event no
later than June 15th, 2001, the Lessor shall
complete the construction and installation of the
Base Building work described in Schedule C-1 within
eight (8) weeks of final acceptance and ratification
of this Agreement. Any delay by Lessee in providing
the Plans to Lessor will extend the aforesaid delay
accordingly. The aforesaid delay shall be subject to
any statutory construction holidays. It being
further understood that should the Plans be modified
after their approval by Lessor so as to require
additional work by the Lessor, the Lessee shall be
responsible for the cost thereof and the above delay
shall be adjusted to account for any time lost in
the execution of any additional work made necessary
be reason off such change. Any delay by the Lessor
in providing the Base Building work to the Lessee
within the eight (8) week period stipulated above
will extend the commencement date for the Second
Additional Premises by the same number of days delay
in so doing.
	 
	 	 	 	The Lessor acknowledges that the lessee wishes to
have the work required for the construction and
installation of lessee’s Leasehold Improvements
performed concurrently with the construction and
installation of the Base Building work, the Lessor
shall allow access to the Second Additional Area by



2






 





	 	 	 	Lessee’s representatives and contractors as soon as
the Lessor’s work is sufficiently completed to
permit Lessee to carry out its work therein safely
and efficiently and the parties agree to retain the
same general contractor for the construction and
installation of the Base Building work and the
Leasehold Improvements.
	 
	 	 	 	The Lessor shall deliver the Additional Premises to
the Lessee no later than July 1st, 2001 clean and
free of all partitions, having completed all
demolition and cleanup work, the floor slab levelled
and smooth ready to receive carpet. The costs
related to the levelling of the floor shall be borne
solely by the Lessor and shall not be paid for from
the Base Building Budget or the Improvement Budget.
	 
	 	 	 	The Lessor shall provide and install the demising
walls which may be required to separate the Second
Additional Premises from the premises of other
tenants and, if applicable, from any common areas.
The cost of any such demising walls, other than
those which are already standing as of the date
hereof, are to be part of the Base Building Budget
and shall be paid therefrom.
	 
	 	 	 	The engineering plans for the Leasehold Improvements
and their specifications shall be prepared by the
Lessee’s engineering firm, Site Plus inc., and shall
be submitted to the Lessor for approval, which
approval shall not be unreasonably withheld or
delayed for more than five (5) business days.
	 
	 	 	 	Once this Agreement is duly executed and ratified,
the Lessor shall give access to the portion of the
Building where the Second Additional Premises are to
be located to the Lessee’s designers, engineers,
architects and other representatives prior to the
Effective Date of the Agreement by virtue of which
the Second Additional Space is leased in order that
they may carry on therein any work required for the
preparation of the aforesaid plans. The cost of the
engineering plans and specifications shall be paid
by the Lessee, the Lessor remaining responsible for
the payment of any fees charged by its own
professionals for the review of any such plans and
specifications as well as for any supervision and
co-ordination required. The Lessee shall assume the
project management function for the construction of
the Leasehold Improvements and no fees shall be
charged by the Lessor thereon, unless the Lessee
requires that the Lessor provide co-ordination and
supervision services.”




			
	 	e)	adding in Section 6, as subsection 6.11, the following:




	 	 	 	“With respect to the Second Additional Premises, all
architectural, electrical, mechanical and plumbing
plans related to the work to be performed by the
Lessor to the base building and their revision
(hereinafter referred to as the “Base Building
Plans”) shall be provided by the Lessor at the
Lessor’s cost. All Base Building Plans are subject
to Lessor’s and Lessee’s written approval which
approval shall not be unreasonably withheld or
delayed for more than five (5) business days. For
clarification purposes, the major components of the
Base Building budget are described in Schedule “C-1”
attached to the Agreement by virtue of which the
Additional Space is leased, (such components
hereinafter referred to as the “Base Building” and
the cost of such Base Building hereinafter referred
to as the “Base Building Budget”). It is agreed
that the Lessee shall have no say or approval right
of any kind with respect to any work to be done in
connection with the exterior of the Building.



3






 





	 	 	 	With respect to the Second Additional Premises, the
cost of the Base Building shall be assumed by the
Lessor up to THIRTEEN DOLLARS ($13.00) per square
foot of Rentable Area. Any amount attributable to
the Goods and Services Tax or to any other similar
tax shall be added to the Base Building Budget and
paid by the Lessor. Any additional Base Building
costs over and above the Lessor’s contribution of
THIRTEEN DOLLARS ($13.00) per square foot of the
Rentable Area of the Second Additional Premises
shall be borne by the Lessee. It is understood that
the Base Building should cost approximately NINETEEN
DOLLARS ($19.00) per square foot of the Rentable
Area of the Second Additional Premises, the Lessee
shall pay to the Lessor a FIVE PERCENT (5%)
co-ordination fee on any work co-ordinated by the
Lessor over and above the Base Building Budget of
NINETEEN DOLLARS ($19.00) per square foot of the
Rentable Area of the Second Additional Premises.
	 
	 	 	 	The provisions of subsections 6.3 to 6.7 inclusively
shall apply to the work required for the Second
Additional Premises.”




			
	 	f)	adding in Section 7, as subsection 7.1.2, the following:




	 	 	 	“Notwithstanding the above, it is understood and
agreed by the parties that for the Second Additional
Premises the cash allowance to be paid by the Lessor
shall be of a maximum of TWENTY-TWO DOLLARS AND
FIFTY-FIVE CENTS ($22.55) per square foot of the
Usable Area of the Second Additional Premises.”




			
	 	g)	adding after Section 7, as subsection 7.1.2.1, the following:




	 	 	 	“Preliminary plans, architectural plans and
construction plans (the “Plans”) for the Lessee’s
leasehold improvements in and to the Second
Additional Premises (the “Leasehold Improvements”)
shall be prepared on behalf of the Lessee by the
Lessee’s designers and approved by an architect
licensed to practice in the Province of Quebec
designated by the Lessee, and the Lessor shall
contribute a maximum of ONE DOLLAR AND SIXTY-SEVEN
CENTS ($1.67) per square foot of the Usable Area of
the Second Additional Premises.”




			
	 	h)	adding in Section 8, as subsection 8.1.6, the following:




	 	 	 	“8.1.5   MINIMUM RENT FOR THE SECOND ADDITIONAL
PREMISES
	 
	 	 	 	For the Second Additional Premises, the Lessee shall
pay to the Lessor during the Term, without demand,
notice, setoff, compensation or deduction of any
nature whatsoever, at the Lessor’s office or such
other place in Canada as may be designated by the
Lessor in writing to the Lessee, in lawful money of
Canada, an annual minimum rent (hereinafter called
the “Minimum Rent”) as follows:
	 
	 	 	 	8.1.6.1 For the period commencing September 15,
2001 and ending September 30th, 2005, ELEVEN
DOLLARS ($11.00) per square foot of Rentable
Area of the Second Additional Premises per
annum, payable in advance in equal, consecutive,
monthly instalments on the first day of each
month;
	 
	 	 	 	8.1.6.2 For the period commencing October 1st, 2005 and ending January 31st, 2010,
THIRTEEN DOLLARS ($13.00) per square foot of Rentable



4






 







	 	 	 	Area of the Second Additional Premises
per annum, payable in advance in equal,
consecutive, monthly instalments on the
first day of each month.
	 
	 	 	 	It is expressly understood that the above
Minimum Rent specified in subparagraphs 8.1.6.1
and 8.1.6.2 is payable to the exclusion of any
other Minimum Rent specified elsewhere in this
Section.




			
	 	i)	The provisions of subsections 8.2.2.1.2 and 8.2.2.1.3 as well as the
provisions of section 42.24 of the Lease shall have no application to the
Second Additional Premises;




			
	 	j)	adding in Section 9, as subsection 9.1.2, the following:




	 	 	 	“The Second Additional Premises shall be used solely
for general office space.”




			
	 	k)	adding at the end of subsection 15.2.4 the following:




	 	 	 	“Notwithstanding the foregoing, at the end of the
Term or upon any earlier termination, at Lessor’s
option to be exercised by written notice to the
Lessee to be given no less than thirty (30) days
prior to the end of the Term or such earlier
termination, as the case may be, the Lessee shall
remove any improvements not of a type normally
required for office premises which the Lessee may in
the future be allowed by the Lessor to install, such
as but not limited to, raised floors or conduits and
wiring which installed under any such raised floors
of the Second Additional Premises and in all cases
make good any damage caused thereby, the whole at
its sole cost and expense.”




			
	 	l)	adding at the end of subsection 27.1 the following:




	 	 	 	“Notwithstanding the above, insofar as the Second
Additional Premises are concerned, the Lessor shall
have the right to make minor adjustments to the area
of the Second Additional Premises, should such area
be required to service other tenants of the
building, so long as such changes do not adversely
affect the Lessee’s operations in the Second
Additional Premises.”




			
	 	m)	adding at the end of subsection 29.3, as subsection 29.3.2, the
following:




	 	 	 	“With respect to the Second Additional Premises, the
Lessee represents and warrants that no broker, agent
or other intermediary of any type, with the
exception of Lafontaine Immobilier Corporatif inc.
negotiated or was instrumental in negotiating or
consummating the agreement leading to these
presents. Except for the commission payable under
any written agreement between the above mentioned
broker and the Lessor, the Lessee shall assume full
responsibility for all fees due to any other broker,
agent or other intermediary of any type working on
its behalf and shall indemnify and save Lessor
harmless from and against any claim or legal
proceeding brought by anyone against Lessor in
relation with any such fees, howsoever termed or
qualified.”




			
	 	n)	adding in Section 34 at the end of section 34.1 the following:




	 	 	 	As of the date of commencement of the Term for the
Second Additional Premises and throughout the Term
and any extension thereof, the Lessor shall provide
the Lessee, at its request, with up to eight (8)
unreserved interior parking spaces at prevailing
rates as same may be established from time to time.



5






 





			
	 	o)	adding in Section 35, at the end of subsection 35.1 the following:




	 	 	 	“The parties acknowledge that the Lessee has prior
to the date of execution of the Lease exercised its
right to lease three (3) of the four (4) storage
areas above described and that the location of such
storage spaces are as follows:




			
	 	i.	the area described in subsection
2.1 at the fifth (5th) indented paragraph and
shown on Schedule “A”, which accounts for the
exercise of two (2) options;




			
	 	ii.	the area described in subsection
2.1 at the sixth (6th) indented paragraph and
shown on Schedule “A-2, which accounts for the
exercise of one (1) option.




	 	 	 	The parties further acknowledge that notwithstanding
that these areas have been included in the
description of the leased Premises under Section
2.1, the Rent payable for such areas is to be
calculated at the rate provided for in the present
Section for storage spaces.
	 
	 	 	 	As an accessory to the leasing of the Second
Additional Premises, the Lessor hereby leases to the
Lessee that certain space located on Level “A” and
shown on Schedule “A-4” containing approximately
1,644 square feet of Usable Area and 1,890 square
feet of Rentable Area (it being understood that
1,000 square feet of such Usable Area constitutes
the exercise of the fourth (4th) option provided for
in the Lease), generally subject to the terms and
conditions of subsections 35.1 and 35.2 hereof (as
hereby amended), save and except that the rent
payable by Lessee to Lessor shall be calculated as
follows: (i) for 1,000 square feet of Usable Area of
the said storage space, the rent shall be as
provided for in the aforesaid subsection of the
Lease; (ii) for the portion of such storage space
over and above 1,000 square feet of Usable Area, the
rent for the Operating Year 2001 shall be at an
annual all inclusive rate of TEN DOLLARS ($10.00)
per square foot and for each subsequent Operating
Year, the Lessor shall have the right to increase
the rate which was payable for the preceding
Operating Year for such portion of the said storage
area (with retroactive effect to the beginning of
the Operating Year in question) by fifty percent
(50%) of the difference between the Base CPI and the
Current CPI. The Lessor provides such storage space
in an “as is” condition, the Lessee being
responsible, at its sole cost and expense, for any
planning and construction work required to convert
any such space for use as storage. Lessee agrees to
abide by all rules, regulations and directives of
Lessor applicable to storage areas and their use
communicated in writing, from time to time, to
Lessee by Lessor. Lessee shall not bring into nor
keep in the any storage space anything which may
pose a safety or environmental risk to the Building
or its occupants. Lessee shall be solely
responsible for any movable effect placed in any
storage space and waives any and all rights it may
have against the Lessor and those for whom the
Lessor may be responsible at law for any damage or
loss howsoever caused to such property, unless such
damage results from the fault or negligence of the
Lessor or those for whom the Lessor is responsible
at law.”




			
	 	p)	Adding in Section 40, immediately after subsection 40.4, as
subsection 40.5, the following:




	 	 	 	“The foregoing right of renewal as provided for
herein-above in subsections 40.1, 40.2 and 40.3
shall apply to the Second



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	 	 	 	Additional Premises. However and notwithstanding
the above, it is understood that in the exercise of
its right to renew as it applies to the Second
Additional Premises, the net effective rental rent
shall never be less than NINE DOLLARS AND FIFTY
CENTS ($9.50) per square foot of Rentable Area.”




			
	 	q)	adding after Section 41, as subsection 41.4, the following:




	 	 	 	“Notwithstanding the above, no option to cancel
shall apply to the Second Additional Premises, the
Lessee, however, having the right to substitute all
or part of the Second Additional Premises to a like
area of the Premises in its exercise of the option
to cancel provided for herein-above. It is
understood, however, that the ratio of the area of
any such space which the Lessee intends to surrender
benefiting from windows to the area of any such
space which the Lessee intends to surrender not
benefiting from windows, must remain the same after
the surrender of the space in question as it was
prior to such surrender.”




			
	 	r)	adding to the Schedules annexed to the Lease the following:




			
	 	i.	Schedule “A-4”,
Plan showing Second Additional Premises;
	 
			
	 	ii.	Schedule “C-1”,
Base Building Work for Second Additional
Premises”



IN WITNESS WHEREOF Lessor and Lessee have duly executed these presents as of
the date and at the place first mentioned.



WPBI PROPERTY MANAGEMENT INC.



	 	 	 
	PER:

Irene Papavasil	 	WITNESS:
 
	 
	 
	PER:

Richard Hylands	 	WITNESS:
 
	 



ON THIS                                               (13th) DAY OF JULY 2001.



 
MICROCELL TELECOMMUNICATIONS INC.




	 	 	 
	PER:

Gaétan Jacques	 	WITNESS:
 
	 
	 
	PER:

Jacques Leduc	 	WITNESS:
 
	 



ON THIS                                               (15th) DAY OF JUNE 2001.



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