EXHIBIT 10.9
LEASE AMENDING AGREEMENT
This agreement ("Agreement") dated as of and effective from November 1, 1990,
BETWEEN:
THE PRUDENTIAL ASSURANCE COMPANY LIMITED,
("Landlord")
FIRST PARTY,
- and -
GEAC CANADA LIMITED,
a company incorporated under the laws of Canada,
("Tenant")
SECOND PARTY,
- and -
GEAC COMPUTER CORPORATION LIMITED,
a company incorporated under the laws of Canada,
("Indemnifier")
THIRD PARTY.
RECITALS:
A. By a lease dated February 28, 1989, the Landlord's predecessor-in-interest,
Guarsel Partnership, leased to the Tenant certain office premises (the "Leased
Premises") having a Rentable Area of 25,286 square feet and a Useable Area of
24,427 square feet (which Rentable Area and Useable Area have been certified by
the Architect in accordance with Schedule "D" of the lease, and which
Architect's Certificate is dated January 23, 1989, and is attached to the lease
as Appendix "B") as shown outlined in red in the approximate location on the
plan attached to the lease as Schedule "B", for and during a term (the "Term")
of ten (10) years, commencing on May I, 1989 (the "Commencement Date"), and
expiring on April 30, 1999, and which Leased Premises comprise the total third
floor of the building (the "Building") having the present municipal address of
11 Allstate Parkway, Markham, Ontario;
B. By a lease amending agreement dated September 15, 1989, the Tenant was given
a licence to use certain storage area (the "Storage Area") in the basement level
of the Building in an area designated by the Landlord comprising approximately
393 square feet, for a period commencing July 1, 1989, and expiring on the last
day of the term of the lease, including any renewals, in accordance with the
provisions of Schedule "J" annexed to the lease amending agreement, solely for
the purpose of storage of those items permitted under Schedule "J";
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C. The lease and the lease amending agreement are, unless otherwise indicated
herein to the contrary, collectively referred to in this Agreement as the
"Lease"; and
D. In connection with the use and occupation by the Tenant of the Leased
Premises, the Tenant has requested, and the Landlord has agreed to give the
Tenant, a licence to use certain additional basement storage area (the
"Additional Storage Area") containing an area of approximately Two Thousand Two
Hundred (2,200) square feet, in the approximate location shown crosshatched in
green on Schedule "Kl" attached to this Agreement, and the Parties have agreed
to amend the Term of the Lease.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of this Agreement,
the sum of One Dollar ($1.00), the receipt and sufficiency of which is hereby
acknowledged), and other good and valuable consideration, the Parties hereto do
hereby covenant and agree with each other as follows:
1. The Parties hereby acknowledge, confirm and agree that the foregoing
recitals are true in substance and in fact, and form part of this Agreement.
2. The Tenant desires to use certain additional basement level storage area in
the Building and in this respect the Lease is amended as of November 1, 1990, as
follows:
(a) A new Section 1.01B is added to the Lease in the following form:
"SECTION 1.01B ADDITIONAL STORAGE AREA
The use and occupation by the Tenant of the Leased Premises includes
the use of certain additional storage area (the "Additional Storage
Area") in the basement level of the Building, in the approximate
location shown crosshatched in green on Schedule "K 1" attached
hereto, comprising approximately Two Thousand Two Hundred (2,200)
square feet, for a period commencing on November 1, 1990, and expiring
on the last day of the Term of this Lease, including any renewals,
(the "Additional Storage Area Term") in accordance with the provisions
of Schedule "K" annexed to this Lease and only for the purpose of
those items permitted under Schedule "K"."
(b) Schedule "K" attached to this Agreement is hereby attached to and forms
part of the Lease as Schedule "K".
3. Retroactive to the Commencement Date, the word and figure "May 31" in lines
1 and 2 of Section 2.02(d) of the Lease are deleted and replaced with the word
and figure "April 30".
4. The Parties confirm that in all other respects the terms, covenants and
conditions of the Lease remain unchanged and in full force and effect, except as
modified by this Agreement. It is understood and agreed that all terms and
expressions, when used in this Agreement, unless a contrary intention is
expressed herein, have the same meaning as they have in the Lease.
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5. This Agreement shall enure to the benefit of and be binding upon the Parties
hereto, the successors and assigns of the Landlord and the permitted successors
and permitted assigns of the Tenant.
6. Continuing Indemnity - For greater certainty, and acknowledging the
consideration aforesaid, the Indemnifier agrees to the terms of this Agreement
and confirms its continuing agreement to indemnify the Landlord with respect to
all undertakings, terms, covenants, conditions and provisions to be observed by
the Tenant pursuant to the Lease and this Agreement.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of
the day and year first above written, by affixing their respective corporate
seals under the hands of their proper signing officers duly authorized in that
behalf.
SIGNED, SEALED AND DELIVERED THE PRUDENTIAL ASSURANCE COMPANY LIMITED
In the presence of COMPANY LIMITED (Landlord)
Per: "Peter Andrews"
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Authorized Signing Officer
Per: "Howard A. Lee"
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Authorized Signing Officer
GEAC CANADA LIMITED (Tenant)
Per: "Shelley R. Isenberg"
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Authorized Signing Officer
Per:
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Authorized Signing Officer
GEAC COMPUTER CORPORATION (Indemnifier)
LIMITED
Per: "Shelley R. Isenberg"
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Authorized Signing Officer
Per:
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Authorized Signing Officer
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SCHEDULE "K"
TENANT: GEAC CANADA LIMITED
STORE NO.: 228
DATE: AS OF AND EFFECTIVE FROM NOVEMBER 1, 1990
ADDITIONAL STORAGE AREA
1. The use and occupation by the Tenant of the Leased Premises includes (except
as qualified herein), a licence to use certain additional storage area (the
"Additional Storage Area"), for the period commencing November 1, 1990, and
expiring on the last day of the initial Term of this Lease, including any
renewals (the `Additional Storage Area Term"), containing approximately Two
Thousand Two Hundred (2,200) square feet in the approximate location shown
crosshatched in green on Schedule "K1" attached hereto, solely for the purpose
of storage of those items permitted to be used in the Leased Premises pursuant
to this Lease. The Tenant covenants and agrees that the Additional Storage Area
is to be used only for the purpose as aforesaid and in no event shall the Tenant
suffer or permit in the Additional Storage Area the storage of any perishable
items or items that constitute a danger of explosion, leakage or fire. The
Landlord reserves the right to prohibit the storage of any items at its sole
discretion. It is understood and agreed that the Additional Storage Area does
not form part of the Leased Premises, but the Additional Storage Area and the
Tenant's use of the Additional Storage Area are subject to such of the terms,
obligations and conditions contained in this Lease as the Landlord considers
applicable from time to time, and without limitation, the provisions of this
Lease set out in Articles III, VI, VII, VIII, XI, XIII and XIV are applicable to
the Additional Storage Area mutatis mutandis.
2. Notwithstanding anything in Paragraph 1 hereof, the Landlord has the right
on thirty (30) days' prior written notice to terminate the Tenant's right to the
use of the Additional Storage Area if (i) this Lease is terminated, or (ii) the
Tenant is in default with respect to the provisions of this Schedule "K".
3. The Tenant shall, throughout the Additional Storage Area Term, pay to the
Landlord from and after November 1, 1990, at its head office or at such other
place designated by the Landlord, in Canadian funds, without demand and without
deduction or set-off whatsoever, for the use of the Additional Storage Area a
fee of Sixteen Thousand Five Hundred Dollars ($16,500.00) per annum, payable in
equal consecutive monthly instalments of One Thousand Three Hundred and
Seventy-Five Dollars ($1,375.00) each in advance on the first day of each
calendar month of each Rental Year, based upon an annual rate of Seven Dollars
and Fifty Cents ($7.50) per square foot, of the area of the Additional Storage
Area. The foregoing fee will be prorated on a daily basis for any fractional
month period at the beginning or the end of the Additional Storage Area Term.