Deed of Variation



 Exhibit 10(i) 
  
 Dated 26 May 2005 
  
 HERON QUAYS (HQ4) T1 LIMITED 
  
 and 
  
 HERON QUAYS (HQ4) T2 LIMITED 
  
 and 
  
 THE NORTHERN TRUST COMPANY

  
 and 
  
 CANARY WHARF MANAGEMENT LIMITED 
  
 DEED OF VARIATION 
  
 relating to Leases dated 25 November 2002 in respect of 
 Building HQ4, 50 Bank Street, Canary Wharf, London E14 
  









  
 Contents 

 

					
	 Clause Heading

	  	Page


	 1
	  	Definitions	  	1
			
	 2
	  	Recitals	  	1
			
	 3
	  	Variation	  	1
			
	 4
	  	Continuing Effect of Lease	  	1
			
	 5
	  	Contracts (Rights of Third Parties) Act 1999	  	1
			
	 6
	  	Applicable Law and Jurisdiction	  	2
		
	 SCHEDULE 1 (Agreed Variations)
	  	3

  

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 DEED OF VARIATION DATED 26
May 2005 MADE BETWEEN 
  

	(1)	HERON QUAYS (HQ4) T1 LIMITED (Company Number 4290518) of One Canada Square, Canary Wharf, London E14 5AB 

  

	(2)	HERON QUAYS (HQ4) T2 LIMITED (Company Number 4290517 of One Canada Square, Canary Wharf, London E14 5AB (the “Landlord”); 

  

	(3)	THE NORTHERN TRUST COMPANY (Company Number 2067510) an Illinois banking corporation registered in the State of Illinois whose registered office is 50 South La Salle Street,
Chicago, Illinois 60675 whose address for service in the U.K. is 50 Bank Street, Canary Wharf, London(the “Tenant”); and 

  

	(4)	CANARY WHARF MANAGEMENT LIMITED (Company Number 2067510) of One Canada Square, Canary Wharf, London E14 5AB (the Management Company). 

  

	1	Definitions 

  
 In this Deed the following words bear the following meanings (unless the context otherwise requires): 
  

	1.1	Leases means the three leases of the Premises dated 25 November 2002 made between Heron Quays (HQ4) T1 Limited (1), Heron Quays (HQ4) T2 Limited (2), Canary Wharf Management
Limited (3) and The Northern Trust Company (4) 

  

	1.2	Premises means the property demised by the Leases and known as Floors 4-11 (inclusive) Building HQ 50 Bank Street, Canary Wharf, London E14. 


 

	1.3	Landlord and Tenant mean the parties to this Deed referred to above and shall include their respective successors in title and where either such party comprises more than one
person, the obligations on their part in this Deed are joint and several. 

  

	2	Recitals 

  

	2.1	This Deed is supplemental to each of the Leases. 

  

	2.2	The reversion immediately expectant on the determination of the terms demised by each of the Leases are now vested in the Landlord and the unexpired residues of the terms created by
the Leases are now vested in the Tenant 

  

	2.3	The parties to this Deed have agreed that each of the Leases shall be varied. 

  

	3	Variation 

  
 From the date of this Deed each of the Leases shall be varied in the manner set out in Schedule 1. 
  

	4	Continuing Effect of Lease 

  
 Save as varied by this Deed each of the Leases shall remain in full force and effect. 
  

	5	Contracts (Rights of Third Parties) Act 1999 

  

	5.1	A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed but this does not affect any right or
remedy of a third party which exists or is available apart from that Act. 

  

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	6	Applicable Law and Jurisdiction 

  
 This Deed shall be governed by and construed in accordance in all respects with English law and the parties to this Deed hereby submit to the
non-exclusive jurisdiction of the High Court of Justice of England in relation to any claim dispute or difference which may arise under this Deed and in relation to the enforcement of any judgement rendered pursuant to any such claim dispute or
difference and for the purpose of Part 6.15 of Civil Procedure Rules 1998 the Landlord and the Tenant hereby irrevocably agree that any process may be served on any of them by leaving a copy of it at the relevant party’s address 
  
 IN WITNESS whereof this Deed has been executed as a deed the day and year first before
written 
  

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 SCHEDULE 1 

(Agreed Variations) 
  

	1	A new Clause shall be added to the First Schedules of the Leases as :  

  


	1.1	In the case of the Lease of Floor 4, Clause 15; 

  

	1.2	In the case of the Lease of Floors 5-8 and the Lease of Floors 9-11, Clause 14; 

  

	1.3	“Subject to and for so long as the Tenant (meaning The Northern Trust Company only) is and remains in actual occupation of no less than eight whole floors of the Building the
right to display their corporate signage in the ground floor reception area in a location behind the reception desk subject to the Landlord’s prior written approval (not to be unreasonably withheld) of the location size and design and material
of such signage. 

  

	1.4	Subject to: 

  

	 	(a)	the Tenant (which for the purpose of this paragraph shall mean The Northern Trust Company only) being and remaining in actual occupation of no less than eight whole floors of the
Building; 

  

	 	(b)	the Tenant first having supplied the Landlord with details of and obtained the Landlord’s written approval (such approval not to be unreasonably withheld having regard to the
nature and quality of the Estate) as to: 

  

	 	(i)	the location, design, materials and size of signs showing the Tenant’s name; and 

  

	 	(ii)	the method and works of installation of such signs; 

  

	 	(c)	the Tenant first at its sole cost and expense having obtained (where necessary) planning permission and/or the consent of any competent authority and production of copies thereof to
the Landlord; and 

  

	 	(d)	the Landlord the Management Company and the Tenant completing the licence to carry out alterations in the form annexed hereto. 

  
 The right (but only for so long as the requirements of paragraph (a) are
being met) to install in such areas approved by the Landlord (acting reasonably) on the north and south elevation of the Building at roof parapet level such signs of the size materials and design previously approved by the Landlord in accordance
with the above provisions PROVIDED ALWAYS that the Tenant shall only be entitled to install a maximum of one such sign on the north elevation and a maximum of one such sign on the south elevation and PROVIDED FURTHER such works of installation shall
be carried out expeditiously and in a good and workmanlike manner causing the minimum of disturbance and inconvenience to the occupants and owners for the time being of the Building and at the discretion of the Landlord the Landlord shall be
entitled to carry out the installation works in place of the Tenant and subject to the Tenant (acting reasonably) having approved the Landlord's cost of carrying out the installation works the Tenant shall reimburse the Landlord for such costs of
carrying out the installation works within ten Working Days of written demand by the Landlord”. 
  

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	 EXECUTED as a DEED by CANARY
 WHARF MANAGEMENT
LIMITED
 acting by:

	
	 /s/ Peter Anderson

	 Director

	
	 /s/ John Garwood

	 Secretary

	
	 EXECUTED as a DEED by HERON
 QUAYS (HQ4) T1
LIMITED
 acting by:

	
	 /s/ Peter Anderson

	 Director

	
	 /s/ John Garwood

	 Secretary

	
	 EXECUTED as a DEED by HERON
 QUAYS (HQ4) T2
LIMITED
 acting by:

	
	 /s/ Peter Anderson

	 Director

	
	 /s/ John Garwood

	 Secretary


  

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 THIS LICENCE is made the
             day of              Two thousand and [            ] 

  
 BETWEEN (1) the Landlord and (2) The Northern Trust Company 

  
 WITNESSETH as follows:- 
  

	1.	IN this Licence save where the context otherwise requires the following words and expressions have the meanings hereunder assigned to them:- 

  

	1.1	“Landlord” means the party whose name and registered office is set forth in the First Schedule and its successors in title 

  

	1.2	“Tenant” means The Northern Trust Company whose registered office is set forth in the First Schedule 

  

	1.3	“Premises” means the premises described in the Second Schedule 

  

	1.4	“Lease” means the lease of the Premises made between the parties hereto and dated [            ] for a
term of [            ] years from [            ] 

  

	1.5	“Drawings” means the drawings specified in Part 1 the of Third Schedule copies of which are annexed to this Licence 

  

	1.6	“Specifications” means the specifications specified in Part 2 of the Third Schedule copies of which are annexed to this Licence 

  

	1.7	“Works” means the installation of the high level sign(s) pursuant to [paragraph 12.3] of the First Schedule of the Lease carried out in conformity with the Drawings
and Specifications 

  

	2.	THE Landlord has granted to the Tenant licence and consent for the carrying out of the Works 

  

	3.	THE Tenant covenants with the Landlord:- 

  

	3.1	to pay any increased insurance premiums together with any insurance premium tax thereon that may be occasioned by reason of the Works 

  

	3.2	immediately prior to the expiration or sooner determination of the Term (as defined in the Lease) or, if sooner, as soon as any of the requirements of paragraph 12(a) of the First
Schedule of the Lease are not being met to remove the Works and to make good to the reasonable satisfaction of the Landlord all damage caused by such removal Provided That such works of removal shall be carried out expeditiously and in a good and
workmanlike manner causing the minimum disturbance and inconvenience to the occupants and owners for the time being of the Building and at the discretion of the Landlord the Landlord shall be entitled to carry out the removal of the Works in place
of the Tenant and subject to the Tenant (acting reasonably) having approved the Landlord’s costs of carrying out the removal works the Tenant shall reimburse the Landlord for such costs of carrying out such removal works within ten Working Days
of written demand by the Landlord 

  

 1 









	3.3	in the event of the Tenant applying for the Landlord’s consent for a proposed assignment of the Lease or to a proposed underlease which will result in the requirements of
paragraph 12(a) of the First Schedule of the Lease not being met the Landlord shall be entitled to require as a condition of any such consent the prior removal of such Works in accordance with the provisions of clause 3.2 


 

	4.	IT is agreed and declared that: 

  

	4.1	The covenants on the part of the Tenant and the conditions contained in the Lease shall take effect subject to and with the benefit of this Licence 

  

	4.2	The proviso for re-entry in the Lease shall be exercisable on breach of any of the covenants in this Licence on the part of the Tenant as well as on the happening of any of the
events mentioned in the said proviso 

  

	4.3	Save as varied by this Licence the covenants and conditions in the Lease shall remain in full force and effect 

  

	5.	Proper Law and Jurisdiction 

  
 This Licence shall be governed by and construed in accordance in all respects with English law and the parties to this Licence hereby submit to the
non-exclusive jurisdiction of the High Court of Justice of England in relation to any claim dispute or difference which may arise under this Licence and in relation to the enforcement of any judgement rendered pursuant to any such claim dispute or
difference and for the purpose of Part 6.15 of Civil Procedure Rules 1998 the Landlord and the Tenant hereby irrevocably agree that any process may be served on any of them by leaving a copy of it at the relevant party’s address 
  
 IN WITNESS whereof the parties hereto have executed this Licence as a deed and intend the
same to be delivered on the day and year first above written 
  

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 THE FIRST SCHEDULE 
 (The Parties) 
  

							
	(a)	  	“the Landlord”	  	:	  	whose registered office is at
				
	(b)	  	“the Tenant”	  	:	  	whose registered office is at

  
 THE SECOND SCHEDULE

 (The Premises) 
  
 THE THIRD SCHEDULE 
 PART 1

 (The Drawings) 
  

					
	 Number

	 	 Title

	 	 Prepared by



  
 PART 2

 (The Specifications) 
  

			
	Executed as a Deed by	  	)
	[Landlord] acting by:-	  	)
		
	 	  	Director
		
	 	  	Secretary
		
	Executed as a Deed by	  	)
	[Tenant] acting by:-	  	)
		
	 	  	Director
		
	 	  	Secretary

  

 3