SEVENTH AMENDMENT TO AMENDED AND RESTATED
PROGRAM PARTICIPATION AGREEMENT
October 27, 2022 (the “Amendment Effective Date”)
RECITALS:
| A. | Bank of Montreal (the “Bank”) and LoyaltyOne, Co. (“LM”) are parties to that certain Amended and Restated Program Participation Agreement, dated as of November 1, 2017 (which agreement, as amended, supplemented or modified from time to time, is referred to as the “Agreement”) pursuant to which the Bank participates in the AIR Miles Rewards Program operated by LM. |
| B. | All capitalized terms that are used but not defined in this amendment to the Agreement (this “Seventh Amendment”) have the meanings attributed to such terms in the Agreement. |
| C. | Pursuant to Section 12.4 of the Agreement, the Agreement may not be amended, altered or modified except by a written instrument executed by each of the Parties and the Parties wish to now enter into this Seventh Amendment for purposes of making certain amendments, as laid out below, to the Agreement. |
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), each of the undersigned hereby agrees as follows:
| 1. | Prior Agreements. The terms of the Agreement and the terms set forth in this Seventh Amendment shall as of the Amendment Effective Date continue to govern the BankCard benefits pursuant to the Agreement. |
| 2. | Amendments. The Agreement is hereby amended as follows: |
| (a) | Section 4.1(b) of the Agreement is hereby deleted and replaced with: |
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| (b) | Section 4.2 of the Agreement is hereby deleted and replaced with: |
4.2Rights of Termination of the Bank. If any of the following events or circumstances shall occur or exist, the Bank shall, at any time after the occurrence and during the continuance thereof, have the right to terminate this Agreement upon written notice to LM:
(a)the AM Program ceases to operate (other than as a result of a force majeure as defined in Section 4.6(b)) and LM is not making all reasonable efforts to recommence operations; it being agreed that for the purposes of this clause (a) and Section 4.6, the term “ceases to operate” shall mean the inability on the part of LM, for a period of 30 consecutive days, to issue or redeem AM;
(b)at any time, on 30 days’ notice to LM, if LM has intentionally carried out any fraudulent or illegal conduct that materially affects the Bank’s financial position in respect of the AM Program;
